NATURE OF CONTRACTS Clause Samples

NATURE OF CONTRACTS. All of the material Contractual Obligations of the Company and its Subsidiaries at the Closing are enforceable against the Company and, to its knowledge, the other parties thereto in accordance with their terms, except for Contractual Obligations the failure of which to be so enforceable has not resulted in and will not result in a Material Adverse Effect. To the Company's knowledge, neither the Company nor any of its Subsidiaries is now in default under, nor are there any liabilities arising from any breach or default by any Person prior to the date hereof of, any provision of any such Contractual Obligation other than breaches or defaults which, individually or in the aggregate, have not resulted, and are not reasonably likely to result, in a Material Adverse Effect.

NATURE OF CONTRACTS. Each Contract to be sold by it on such day is in full force and effect and represents a legal, valid and binding obligation of the Obligor enforceable against the Obligor in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally and by general equitable principles whether considered in proceedings in equity or at law) and constitutes "chattel paper" under the UCC in effect in all applicable jurisdictions including the state in which the Seller is incorporated.

NATURE OF CONTRACTS. All of the Contractual Obligations of Clinserve and the Subsidiary at the Completion Date are enforceable against Clinserve and the Subsidiary, the other parties thereto, in accordance with their terms; except for Contractual Obligations the failure of which to be so enforceable does not and shall not, individually or in the aggregate, result in a Material Adverse Effect. Except for breaches, defaults and liabilities which do not and shall not individually or in the aggregate result in a Material Adverse Effect, neither Clinserve nor the Subsidiary is now in default, and no event has occurred which with notice or lapse of time or both would constitute a default under, nor are there any liabilities arising from any breach or default by any of them or event which with notice or lapse of time or both would constitute a default by any of them prior to the Completion Date of, any provision of any such Contractual Obligation.

NATURE OF CONTRACTS. All of the Contractual Obligations of ITEM Holding, the Subsidiaries and the Significant Investments at the Completion Date are enforceable against ITEM Holding, the Subsidiaries and the Significant Investments and, to the Vendors' knowledge and to the knowledge of Management, the other parties thereto, in accordance with their terms; except for Contractual Obligations the failure of which to be so enforceable does not and shall not, individually or in the aggregate, result in a Material Adverse Effect. Except for breaches, defaults and liabilities which do not and shall not individually or in the aggregate result in a Material Adverse Effect, neither ITEM Holding nor any of the Subsidiaries or Significant Investments is now in default, and no event has occurred which with notice or lapse of time or both would constitute a default under, nor are there any liabilities arising from any breach or default by any of them or event which with notice or lapse of time or both would constitute a default by any of them prior to the Completion Date of, any provision of any such Contractual Obligation.

NATURE OF CONTRACTS. When you trade in commodity futures contracts you are entering contracts to make or take delivery of a specified quantity or quality, grade or size of a commodity during a designated futures month at a price agreed upon when the contract is entered into on your behalf on a commodity futures exchange.

NATURE OF CONTRACTS. So far as the Seller is aware, part 1 of schedule 6 and parts 2 and 3 of schedule 4 contains details of all Contracts which: (a) are not within the ordinary course of ordinary business of the Business; (b) are not on arm's length terms; (c) are not capable of complete performance or termination without payment of damages, within 12 months from the date of this agreement; (d) restrict a Company Group member's freedom to carry on the Business in the places and the manner in which it is currently carried on; (e) are contracts (not being contracts for the purchase or sale of Stock) which are expected to result in expenditure by a member of the Company Group of more than $1,000,000; (f) are distribution or agency agreements; and (g) entitle the other party to terminate the contract or impose terms less favourable to a member of the Company Group due to the sale of the Shares. Malaysia Share Sale Agreement

NATURE OF CONTRACTS. Any agreement for the installation of refrigeration equipment binding on the Company Group: (a) is within the ordinary course of ordinary business of the Company Group; (b) is at arm's length; (c) is capable of complete performance or termination without payment of damages, within 12 months after the date of this agreement; and except as otherwise disclosed in schedule 4.

NATURE OF CONTRACTS. Restricted Persons have not entered into contracts, agreements or any other understandings which are now or at the time entered into were for speculative purposes. 36. 37. Remainder of Page Intentionally Left Blank.

NATURE OF CONTRACTS. So far as the Seller is aware, part 1 of schedule 6 and parts 2 and 3 of schedule 4 contains details of all Contracts which: (a) are not within the ordinary course of ordinary business of the Business; (b) are not on arm's length terms; (c) are not capable of complete performance or termination without payment of damages, within 12 months from the date of this agreement; (d) restrict the Company's freedom to carry on the Business in the places and the manner in which it is currently carried on; (e) are contracts which are expected to result in expenditure by the Company of more than $1,000,000; (f) are distribution or agency agreements: (g) entitle the other party to terminate the contract or impose terms less favourable to the Company due to the sale of the Shares.