Common use of Material Contracts and Transactions Clause in Contracts

Material Contracts and Transactions. Disclosure Schedule 3.21 contains a list of all material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Royalite is a party (collectively, the “Contracts”). (a) Except as listed on Disclosure Schedule 3.21, Royalite is not a party to any written or oral: (1) agreement for the purchase, sale or lease of any capital assets, or continuing contracts for the purchase or lease of any materials, supplies, equipment, real property or services; (2) agreement regarding, sales agency, distributorship, or the payment of commissions; (3) agreement for the employment or consultancy of any person or entity; (4) note, debenture, bond, trust agreement, letter of credit agreement loan agreement, or other contract or commitment for the borrowing or lending of money, or agreement or arrangement for a line of credit or guarantee, pledge, or undertaking of the indebtedness of any other person; (5) agreement, contract, or commitment for any charitable or political contribution; (6) agreement, contract, or commitment limiting or restraining Royalite, their business or any successor thereto from engaging or competing in any manner or in any business or from hiring any employees, nor is any employee of Royalite subject to any such agreement, contract, or commitment; (7) material agreement, contract, or commitment not made in the ordinary course of business; (8) agreement establishing or providing for any joint venture, partnership, or similar arrangement with any other person or entity; (9) agreement, contract or understanding containing a “change in control,” or similar provision; or (10) power of attorney or similar authority to act. (b) Each Contract is in full force and effect, and there exists no material breach or violation of or default by Royalite under any Contract nor by any other party to a Contract, or any event that with notice or the lapse of time, or both, will create a material breach or violation thereof or default under any Contract by Royalite or by any other party to a Contract. The continuation, validity, and effectiveness of each Contract will in no way be affected by the consummation of the transactions contemplated by this Agreement. Except as listed on Disclosure Schedule 3.21, there exists no actual or threatened termination, cancellation, or limitation of, or any amendment, modification, or change to any Contract. A true, correct and complete copy (and if oral, a description of material terms) of each Contract, as amended to date, has been furnished to Worldbid.

Material Contracts and Transactions. Disclosure Schedule 3.21 3.17 contains a list of all material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Royalite TSI Medical is a party (collectively, the “"Contracts”'). (a) Except as listed on Disclosure Schedule 3.213.17, Royalite TSI Medical is not a party to any written or oral: (1) agreement for the purchase, sale or lease of any capital assets, or continuing contracts for the purchase or lease of any materials, supplies, equipment, real property or services; (2) agreement regarding, sales agency, distributorship, or the payment of commissions; (3) agreement for the employment or consultancy of any person or entity; (4) note, debenture, bond, trust agreement, letter of credit agreement loan agreement, or other contract or commitment for the borrowing or lending of money, or agreement or arrangement for a line of credit or guarantee, pledge, or undertaking of the indebtedness of any other person; (5) agreement, contract, or commitment for any charitable or political contribution; (6) agreement, contract, or commitment limiting or restraining RoyaliteTSI Medical, their business or any successor thereto from engaging or competing in any manner or in any business or from hiring any employees, nor is any employee of Royalite TSI Medical subject to any such agreement, contract, or commitment; (7) material agreement, contract, or commitment not made in the ordinary course of business; (8) agreement establishing or providing for any joint venture, partnership, or similar arrangement with any other person or entity; (9) agreement, contract or understanding containing a “"change in control,” ' or similar provision; or (10) power of attorney or similar authority to act. (b) Each Contract is in full force and effect, and there exists no material breach or violation of or default by Royalite TSI Medical under any Contract nor by any other party to a Contractincluding, without limiting the generality of the foregoing, the Exelar Medical Funding Agreement, or any event that with notice or the lapse of time, or both, will create a material breach or violation thereof or default under any Contract by Royalite or by any other party to a ContractTSI Medical. The continuation, validity, and effectiveness of each Contract will in no way be affected by the consummation of the transactions Merger contemplated by this Agreement. Except as listed on Disclosure Schedule 3.213.17, there exists no actual or threatened termination, cancellation, or limitation of, or any amendment, modification, or change to any Contract. A true, correct and complete copy (and if oral, a description of material terms) of each Contract, as amended to date, has been furnished to WorldbidRelay Mines.

Material Contracts and Transactions. Disclosure Schedule 3.21 3.17 contains a list of all material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Royalite Royal Mines is a party (collectively, the “Contracts”). (a) Except as listed on Disclosure Schedule 3.213.17, Royalite Royal Mines is not a party to any written or oral: (1) agreement for the purchase, sale or lease of any capital assets, or continuing contracts for the purchase or lease of any materials, supplies, equipment, real property or services; (2) agreement regarding, sales agency, distributorship, or the payment of commissions; (3) except as listed on Schedule 3.14, agreement for the employment or consultancy of any person or entity; (4) note, debenture, bond, trust agreement, letter of credit agreement loan agreement, or other contract or commitment for the borrowing or lending of money, or agreement or arrangement for a line of credit or guarantee, pledge, or undertaking of the indebtedness of any other person; (5) agreement, contract, or commitment for any charitable or political contribution; (6) agreement, contract, or commitment limiting or restraining RoyaliteRoyal Mines, their business or any successor thereto from engaging or competing in any manner or in any business or from hiring any employees, nor is any employee of Royalite Royal Mines subject to any such agreement, contract, or commitment; (7) material agreement, contract, or commitment not made in the ordinary course of business; (8) except as disclosed in Schedule 3.4, agreement establishing or providing for any joint venture, partnership, or similar arrangement with any other person or entity; (9) agreement, contract or understanding containing a “change in control,” or similar provision; or (10) power of attorney or similar authority to act. (b) Each Contract is in full force and effect, and there exists no material breach or violation of or default by Royalite Royal Mines under any Contract nor by any other party to a Contract, or any event that with notice or the lapse of time, or both, will create a material breach or violation thereof or default under any Contract by Royalite or by any other party to a ContractRoyal Mines. The continuation, validity, and effectiveness of each Contract will in no way be affected by the consummation of the transactions Merger contemplated by this Agreement. Except as listed on Disclosure Schedule 3.213.17, there exists no actual or threatened termination, cancellation, or limitation of, or any amendment, modification, or change to any Contract. A true, correct and complete copy (and if oral, a description of material terms) of each Contract, as amended to date, has been furnished to WorldbidCentrus.

Material Contracts and Transactions. Disclosure Schedule 3.21 contains a list of all material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Royalite is a party (collectively, the “Contracts”). (a) Except as listed on Disclosure Schedule 3.21, Royalite is not a party to any written or oral: (1) agreement for the purchase, sale or lease of any capital assets, or continuing contracts for the purchase or lease of any materials, supplies, equipment, real property or services; (2) agreement regarding, sales agency, distributorship, or the payment of commissions; (3) agreement for the employment or consultancy of any person or entity; (4) note, debenture, bond, trust agreement, letter of credit agreement loan agreement, or other contract or commitment for the borrowing or lending of money, or agreement or arrangement for a line of credit or guarantee, pledge, or undertaking of the indebtedness of any other person; (5) agreement, contract, or commitment for any charitable or political contribution; (6) agreement, contract, or commitment limiting or restraining Royalite, their business or any successor thereto from engaging or competing in any manner or in any business or from hiring any employees, nor is any employee of Royalite subject to any such agreement, contract, or commitment; (7) material agreement, contract, or commitment not made in the ordinary course of business; (8) agreement establishing or providing for any joint venture, partnership, or similar arrangement with any other person or entity; (9) agreement, contract or understanding containing a “change in control,” or similar provision; or (10) power of attorney or similar authority to act. (b) Each Contract is in full force and effect, and there exists no material breach or violation of or default by Royalite under any Contract nor by any other party to a Contract, or any event that with notice or the lapse of time, or both, will create a material breach or violation thereof or default under any Contract by Royalite or by any other party to a Contract. The continuation, validity, and effectiveness of each Contract will in no way be affected by the consummation of the transactions contemplated by this Agreement. Except as listed on Disclosure Schedule 3.21, there exists no actual or threatened termination, cancellation, or limitation of, or any amendment, modification, or change to any Contract. A true, correct and complete copy (and if oral, a description of material terms) of each Contract, as amended to date, has been furnished to WorldbidWorldbid and Worldbid Sub.

Material Contracts and Transactions. Disclosure Schedule 3.21 3.18 contains a list of all material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Royalite Bulldog Nevada is a party (collectively, the “Contracts”). (a) Except as listed on Disclosure Schedule 3.213.18, Royalite Bulldog Nevada is not a party to any written or oral: (1) agreement for the purchase, sale or lease of any capital assets, or continuing contracts for the purchase or lease of any materials, supplies, equipment, real property or services; (2) agreement regarding, sales agency, distributorship, or the payment of commissions; (3) agreement for the employment or consultancy of any person or entity; (4) note, debenture, bond, trust agreement, letter of credit agreement loan agreement, or other contract or commitment for the borrowing or lending of money, or agreement or arrangement for a line of credit or guarantee, pledge, or undertaking of the indebtedness of any other person; (5) agreement, contract, or commitment for any charitable or political contribution; (6) agreement, contract, or commitment limiting or restraining RoyaliteBulldog Nevada, their business or any successor thereto from engaging or competing in any manner or in any business or from hiring any employees, nor is any employee of Royalite Bulldog Nevada subject to any such agreement, contract, or commitment; (7) material agreement, contract, or commitment not made in the ordinary course of business; (8) agreement establishing or providing for any joint venture, partnership, or similar arrangement with any other person or entity; (9) agreement, contract or understanding containing a “change in control,” or similar provision; or (10) power of attorney or similar authority to act. (b) Each Contract is in full force and effect, and there exists no material breach or violation of or default by Royalite Bulldog Nevada under any Contract nor by any other party to a Contract, or any event that with notice or the lapse of time, or both, will create a material breach or violation thereof or default under any Contract by Royalite or by any other party to a ContractBulldog Nevada. The continuation, validity, and effectiveness of each Contract will in no way be affected by the consummation of the transactions Merger contemplated by this Agreement. Except as listed on Disclosure Schedule 3.213.18, there exists no actual or threatened termination, cancellation, or limitation of, or any amendment, modification, or change to any Contract. A true, correct and complete copy (and if oral, a description of material terms) of each Contract, as amended to date, has been furnished to WorldbidNorthward.

Material Contracts and Transactions. Disclosure Schedule 3.21 3.17 contains a list of all material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Royalite Sporg is a party (collectively, the “Contracts”). (a) Except as listed on Disclosure Schedule 3.213.17, Royalite Sporg is not a party to any written or oral: (1) agreement for the purchase, sale or lease of any capital assets, or continuing contracts for the purchase or lease of any materials, supplies, equipment, real property or services; (2) agreement regarding, sales agency, distributorship, or the payment of commissions; (3) agreement for the employment or consultancy of any person or entity; (4) note, debenture, bond, trust agreement, letter of credit agreement loan agreement, or other contract or commitment for the borrowing or lending of money, or agreement or arrangement for a line of credit or guarantee, pledge, or undertaking of the indebtedness of any other person; (5) agreement, contract, or commitment for any charitable or political contribution; (6) agreement, contract, or commitment limiting or restraining RoyaliteSporg, their business or any successor thereto from engaging or competing in any manner or in any business or from hiring any employees, nor is any employee of Royalite Sporg subject to any such agreement, contract, or commitment; (7) material agreement, contract, or commitment not made in the ordinary course of business; (8) agreement establishing or providing for any joint venture, partnership, or similar arrangement with any other person or entity; (9) agreement, contract or understanding containing a “change in control,” or similar provision; or (10) power of attorney or similar authority to act. (b) Each Contract is in full force and effect, and there exists no material breach or violation of or default by Royalite Sporg under any Contract nor by any other party to a Contract, or any event that with notice or the lapse of time, or both, will create a material breach or violation thereof or default under any Contract by Royalite or by any other party to a ContractSporg. The continuation, validity, and effectiveness of each Contract will in no way be affected by the consummation of the transactions Merger contemplated by this Agreement. Except as listed on Disclosure Schedule 3.213.17, there exists no actual or threatened termination, cancellation, or limitation of, or any amendment, modification, or change to any Contract. A true, correct and complete copy (and if oral, a description of material terms) of each Contract, as amended to date, has been furnished to WorldbidTerrace.