Common use of Material Documents Clause in Contracts

Material Documents. Set forth in Schedule 5.12 is a complete list of all material documents with respect to the Assets or the Business to which IFT is a party (the "Scheduled Agreements"). All such documents listed on and attached to Schedule 5.12 are legal, valid, enforceable and accurate and complete copies of such material documents (or, with the consent of TNCI, forms thereof) as have been requested by TNCI have been provided to TNCI. As used herein, material documents shall mean agreements, covenants and any other instrument that relates to an assets that is material to the Business, or which otherwise involves an expenditure or liability of IFT in excess of $30,000 in the aggregate. Except as set forth in Schedule 5.12, consummation of the transactions contemplated hereby will not cause a breach of or constitute a default (with or without the giving of notice or the lapse of time or both) under any of the Scheduled Agreements, result in the forfeiture or impairment of any rights thereunder, require the consent, approval or act of, or the making of any filing with, any other Person pursuant to the terms thereof (to the extent the absence of such consent or approval would constitute a breach or default, or require or result in the payment of any assignment or related fees or costs). Except as set forth in Schedule 5.12, IFT has fulfilled and performed its material obligations under each of the Scheduled Agreements and is not in breach or default under, nor, to IFT's knowledge, is there any basis for termination of any of the Scheduled Agreements, and no other party to any of such Scheduled Agreements has, to IFT's knowledge, breached or defaulted thereunder, and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice, or both, would constitute such a default or breach by IFT or, by any such other party. Except as set forth on Schedule 5.12, IFT is not currently renegotiating any of the Scheduled Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the written Scheduled Agreements (including without limitations all amendments, supplements or other modifications thereto or waivers of right thereunder) have heretofore been delivered to TNCI. A complete and correct description of each oral Scheduled Agreement appears in Schedule 5.12 in which such Scheduled Agreement is listed.

Appears in 3 contracts

Sources: Asset Purchase Agreement (Network Connection Inc), Asset Purchase Agreement (Network Connection Inc), Asset Purchase Agreement (Interactive Flight Technologies Inc)

Material Documents. Set forth in Schedule 5.12 6.14.1 is a complete list of all material documents with respect to the Assets or the Business to which IFT TNCI is a party (the "Scheduled Agreements"). All such documents listed on and attached to Schedule 5.12 6.14.1 are legal, valid, enforceable and accurate and complete copies of such material documents (or, with the consent of TNCI, forms thereof) as have been requested by TNCI IFT have been provided to TNCIIFT. As used herein, material documents shall mean agreements, covenants and any other instrument that relates to an assets asset that is material to the Business, business of TNCI or which otherwise involves an expenditure or liability of IFT TNCI that is in excess of $30,000 in the aggregate. Except as set forth in Schedule 5.126.14.2, consummation of the transactions contemplated hereby will not cause a breach of or constitute a default (with or without the giving of notice or the lapse of time or both) under any of the Scheduled Agreements, result in the forfeiture or impairment of any rights thereunder, require the consent, approval or act of, or the making of any filing with, any other Person pursuant to the terms thereof (to the extent the absence of such consent or approval would constitute a breach or default, or require or result in the payment of any assignment or related fees or costs). Except as set forth in Schedule 5.12, IFT 6.14.2 TNCI has fulfilled and performed its material obligations required to be performed prior to the date hereof, under each of the Scheduled Agreements and is not in in, breach or default under, under nor, to IFTTNCI's knowledge, knowledge is there any basis for termination of any of the Scheduled Agreements, and no other party to any of such Scheduled Agreements has, to IFTTNCI's knowledge, knowledge breached or defaulted thereunder, and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice, or both, would constitute such a default or breach by IFT TNCI or, by any such other party. Except as set forth on Schedule 5.126.14.2, IFT TNCI is not currently renegotiating any of the Scheduled Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the written Scheduled Agreements (including without limitations all amendments, supplements or other modifications thereto or waivers of right thereunder) have heretofore been delivered to TNCI. A complete and correct description of each oral Scheduled Agreement appears in the Schedule 5.12 in which such Scheduled Agreement is listed.

Appears in 3 contracts

Sources: Asset Purchase Agreement (Network Connection Inc), Asset Purchase Agreement (Interactive Flight Technologies Inc), Asset Purchase Agreement (Interactive Flight Technologies Inc)

Material Documents. Set forth in Schedule 5.12 6.14.1 is a complete list of all material documents with respect to the Assets or the Business to which IFT TNCI is a party (the "Scheduled Agreements"). All such documents listed on and attached to Schedule 5.12 6.14.1 are legal, valid, enforceable and accurate and complete copies of such material documents (or, with the consent of TNCI, forms thereof) as have been requested by TNCI IFT have been provided to TNCIIFT. As used herein, material documents shall mean agreements, covenants and any other instrument that relates to an assets asset that is material to the Business, business of TNCI or which otherwise involves an expenditure or liability of IFT TNCI that is in excess of $30,000 in the aggregate. Except as set forth in Schedule 5.126.14.2, consummation of the transactions contemplated hereby will not cause a breach of or constitute a default (with or without the giving of notice or the lapse of time or both) under any of the Scheduled Agreements, result in the forfeiture or impairment of any rights thereunder, require the consent, approval or act of, or the making of any filing with, any other Person pursuant to the terms thereof (to the extent the absence of such consent or approval would constitute a breach or default, or require or result in the payment of any assignment or related fees or costs). Except as set forth in Schedule 5.12, IFT 6.14.2 TNCI has fulfilled and performed its material obligations required to be performed prior to the date hereof, under each of the Scheduled Agreements and is not in in, breach or default under, under nor, to IFTTNCI's knowledge, knowledge is there any basis for termination of any of the Scheduled Agreements, and no other party to any of such Scheduled Agreements has, to IFTTNCI's knowledge, knowledge breached or defaulted thereunder, and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice, or both, would constitute such a default or breach by IFT TNCI or, by any such other party. Except as set forth on Schedule 5.126.14.2, IFT is not currently renegotiating any of the Scheduled Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the written Scheduled Agreements (including without limitations all amendments, supplements or other modifications thereto or waivers of right thereunder) have heretofore been delivered to TNCIIFT. A complete and correct description of each oral Scheduled Agreement appears in the Schedule 5.12 in which such Scheduled Agreement is listed.

Appears in 1 contract

Sources: Asset Purchase Agreement (Network Connection Inc)