Ongoing Contracts Sample Clauses

Ongoing Contracts. The Company is not bound by any other contract or commitment whatsoever, that can be terminated without indemnity in compliance with a prior notice in excess of three months. The state of the Company's loans and lines of credit (mentioning the ongoing guaranties granted) included in ANNEX 12 are true and correct. The Company has duly complied with and still complies with its contractual obligations in such a way that no claim or termination of contracts may be applicable on this date. The take-over of the Company by the Beneficiary is not likely to give rise to the early termination of any contracts, which are significant to the carrying on of the Company's activities or to the termination of any loan agreements entered into by the Company. Moreover, the Company has not received any letter from any client concerning their intent to terminate their relations with the Company after the take-over, purpose of this Agreement. The Company has not committed itself, in its contracts entered into with its clients or suppliers, to any obligation that could be considered as exorbitant applicable to said contracts, according to their nature or specificity. The Company purchases directly from its suppliers or their subsidiaries without the intervention of intermediaries directly or directly linked to the Guarantor. The Company is not bound by any contract limiting its freedom to compete. It has not entered into any contract with sales representatives or commercial agents or any other person and has not taken any commitment whatsoever referring to the purchase, distribution and sale of its products. All of the Company's supplies have at present been made under conditions comparable on all points with those of the free competition market. Prior to this date, no particular advantage whatsoever has been granted to the benefit of the Company or to its detriment through preferential transactions which could have, in the past, affected the annual accounts and, in the future, modified operating conditions. Similarly, sales have gone through prior to this date under normal market conditions without any preferential condition on the Company or any exceptional discount with the exception of the simple interplay of normal business practice. The Company's General Conditions of Sales, hereto attached as ANNEX 13, comply in particular with the economic regulation in force. Furthermore, both for purchase and sales of goods or services, there is no engagement to operate at prices that ...

Ongoing Contracts. Failure by any Employer to terminate any Contract commenced under a Previous Agreement prior to the Transition Date (“Ongoing Contract”) constitutes an offer to the Contractor under such Ongoing Contract to continue the Ongoing Contract under a Service Contract with the terms and conditions set forth in Section 3 (Service Contract Terms Between Employer and Contractor) or any other terms expressly agreed to by the Employer and the Contractor through the oDesk Platform (“Offer to Continue”). A Contractor’s continuation of work on any Ongoing Contract on or after the Transition Date constitutes the Contractor’s acceptance of the Employer’s Offer to Continue such Ongoing Contract.

Ongoing Contracts. The Promisors have truly, accurately and completely disclosed to the Transferee all contracts concluded by the Target Company and any of its suppliers, customers, other partners, transferors or Affiliates which are still valid or have not been fulfilled as at the Execution Date hereof (collectively, “Ongoing Contracts”). The Ongoing Contracts are legal, effective, binding and enforceable to all the corresponding contractual parties, without default by the Target Company or other parties thereto during the performance thereof.

Ongoing Contracts. Amounts payable under those Contracts, if any, which Cedar shall elect to have remain in effect after the Closing shall be prorated on an accrual basis. The Owners shall be responsible for all amounts due thereunder which accrue on or prior to the Proration Date, and Cedar shall be responsible for all amounts due thereunder which accrue after the Proration Date. The Owners shall pay in full all amounts due under any Unassumed Contracts (as hereinafter defined).

Ongoing Contracts. At Closing, Huttig shall provide to the Buyer on Exhibit K a list of all executory customer Contracts being assigned to the Buyer with respect to which Huttig has provided goods or services prior to the Effective Time. Exhibit K shall set forth with respect to each such executory customer Contract (a) Huttig’s cost of all goods and services provided prior to the Effective Time with respect to such Contract and (b) an itemized description of all such goods and services. At Closing, the Buyer shall place in escrow an amount equal to the aggregate cost of the goods and services provided by Huttig with respect to the Contracts disclosed on Exhibit K (the “Escrowed Funds”). The Escrowed Funds shall be deposited with an escrow agent mutually acceptable to Huttig and the Buyer (the “Escrow Agent”) who shall be instructed to release the Escrowed Funds as described in this Section 2.12. The amount of Escrowed Funds deposited with respect to each Contract described on Exhibit K shall be released to Huttig upon the Buyer’s receipt of payment in full with respect to such Contract; provided, however, that if the Buyer does not receive payment in full with respect to such Contract, then the amount released with respect to such Contract will be an amount mutually agreed upon by the Buyer and Huttig. Any liability, including but not limited to refund and warranty claims, related to or arising out of the Contracts identified on Exhibit K shall be allocated to the party that sold the goods or services out of which such liability arose, and such party shall bear the cost associated with such liability.

Ongoing Contracts