Common use of Outstanding Contracts Clause in Contracts

Outstanding Contracts. SCHEDULE 5.21 sets forth a description of all existing contracts, agreements, leases, commitments, licenses and franchises, which involve obligations or commitments by Company of $10,000 or more and are not cancelable by Company without penalty within 30 days (collectively "Contracts"), whether written or oral, relating to Company. Company has delivered or made available to Parent true, correct and complete copies of all of the Contracts specified on SCHEDULE 5.21 which are in writing, and such schedule sets forth a complete description of all Contracts which are not in writing. All of the Contracts are in full force and effect and enforceable in accordance with their terms, except to the extent that the enforceability thereof may be subject to or affected by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other laws relating to or affecting the rights of creditors generally. Except as set forth on SCHEDULE 5.21, Company and, to the best knowledge of Company, each other party thereto has materially performed all the obligations required to be performed by it, has received no notice of default and is not in default (with due notice or lapse of time or both) under any of the Contracts. Company has no present expectation or intention of not fully performing all its obligations under each of the Contracts, and Company has no knowledge of any breach or anticipated breach by the other party to any of the Contracts to which Company is a party. Except as set forth on SCHEDULE 5.21, none of the Contracts has been terminated; no notice has been given by any party thereto of any alleged default by any party thereunder; and Company is not aware of any intention or right of any party to declare another party to any of the Contracts to be in default. Except as set forth on SCHEDULE 5.21, there exists no actual or, to the best knowledge of Company, threatened termination, cancellation or limitation of the business relationship of Company by any party to any of the Contracts.

Appears in 2 contracts

Sources: Merger Agreement (Thermoview Industries Inc), Merger Agreement (Thermoview Industries Inc)

Outstanding Contracts. SCHEDULE 5.21 Schedule 2.19 sets forth a description of all existing contracts, agreements, leases, commitments, licenses and franchises, which involve obligations or commitments by Company the Seller of $10,000 or more and are not cancelable by Company the Seller without penalty within 30 days (collectively "Contracts"), whether written or oral, relating to Companythe Seller. Company Seller has delivered or made available to Parent the Buyer true, correct and complete copies of all of the Contracts specified on SCHEDULE 5.21 Schedule 2.19 which are in writing, and such schedule sets forth a complete description of all Contracts which are not in writing. All of the Contracts are in full force and effect and enforceable in accordance with their its terms, except to the extent that the enforceability thereof may be subject to or affected by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other laws relating to or affecting the rights of creditors generally. Except as set forth on SCHEDULE 5.21Schedule 2.19.1, Company the Seller and, to the best knowledge of CompanySeller, each other party thereto has have materially performed all the obligations required to be performed by it, has have received no notice of default and is are not in default (with due notice or of lapse of time or both) under any of the Contracts. Company The Seller has no present expectation or intention of not fully performing all its obligations under each of the Contracts, and Company Seller has no knowledge of any breach or anticipated breach by the other party to any of the Contracts to which Company the Seller is a party. Except as set forth on SCHEDULE 5.21Schedule 2.19.2, none of the Contracts has been terminated; no notice has been given by any party thereto of any alleged default by any party thereunder; and Company Seller is not aware of any intention or right of any party to declare another party to any of the Contracts to be in default. Except as set forth on SCHEDULE 5.21Schedule 2.19.3, there exists no actual or, to the best knowledge of CompanySeller, threatened termination, cancellation or limitation of the business relationship of Company the Seller by any party to any of the Contracts.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Staffmark Inc), Asset Purchase Agreement (Staffmark Inc)

Outstanding Contracts. SCHEDULE 5.21 2.19 sets forth a description of all existing contracts, agreements, leases, commitments, licenses and franchises, which involve obligations or commitments by Company the Seller of $10,000 or more and are not cancelable by Company the Seller without penalty within 30 days (collectively "Contracts"), whether written or oral, relating to Companythe Seller. Company The Seller has delivered or made available to Parent the Buyer true, correct and complete copies of all of the Contracts specified on SCHEDULE 5.21 2.19 which are in writing, and such schedule sets forth a complete description of all Contracts which are not in writing. All of the Contracts are in full force and effect and enforceable in accordance with their terms, except to the extent that the enforceability thereof may be subject to or affected by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other laws relating to or affecting the rights of creditors generally. Except as set forth on SCHEDULE 5.212.19, Company the Seller and, to the best knowledge of Companythe Seller, each other party thereto has materially performed all the obligations required to be performed by it, has received no notice of default and is not in default (with due notice or lapse of time or both) under any of the Contracts. Company The Seller has no present expectation or intention of not fully performing all its obligations under each of the Contracts, and Company the Seller has no knowledge of any breach or anticipated breach by the other party to any of the Contracts to which Company the Seller is a party. Except as set forth on SCHEDULE 5.212.19, none of the Contracts has been terminated; no notice has been given by any party thereto of any alleged default by any party thereunder; and Company the Seller is not aware of any intention or right of any party to declare another party to any of the Contracts to be in default. Except as set forth on SCHEDULE 5.212.19, there exists no actual or, to the best knowledge of Companythe Seller, threatened termination, cancellation or limitation of the business relationship of Company the Seller by any party to any of the Contracts.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Thermoview Industries Inc), Asset Purchase Agreement (Thermoview Industries Inc)

Outstanding Contracts. SCHEDULE 5.21 Schedule 2.19 sets forth a description of all existing contracts, agreements, leases, commitments, licenses and franchises, which involve obligations or commitments by Company the Seller of $10,000 5,000 or more and are not cancelable by Company the Seller without penalty within 30 days (collectively "Contracts"), whether written or oral, relating to Companythe Seller. Company The Seller has delivered or made available to Parent the Buyer true, correct and complete copies of all of the Contracts specified on SCHEDULE 5.21 Schedule 2.19 which are in writing, and such schedule sets forth a complete description of all Contracts which are not in writing. All of the Contracts are in full force and effect and enforceable in accordance with their terms, except to the extent that the enforceability thereof may be subject to or affected by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other laws relating to or affecting the rights of creditors generally. Except as set forth on SCHEDULE 5.21Schedule 2.19, Company the Seller and, to the best knowledge of Companythe Seller, each other party thereto has materially performed all the obligations required to be performed by it, has received no notice of default and is not in default (with due notice or lapse of time or both) under any of the Contracts. Company The Seller has no present expectation or intention of not fully performing all its obligations under each of the Contracts, and Company the Seller has no knowledge of any breach or anticipated breach by the other party to any of the Contracts to which Company the Seller is a party. Except as set forth on SCHEDULE 5.21Schedule 2.19, none of the Contracts has been terminated; no notice has been given by any party thereto of any alleged default by any party thereunder; and Company the Seller is not aware of any intention or right of any party to declare another party to any of the Contracts to be in default. Except as set forth on SCHEDULE 5.21Schedule 2.19, there exists no actual or, to the best knowledge of Companythe Seller, threatened termination, cancellation or limitation of the business relationship of Company the Seller by any party to any of the Contracts.

Appears in 1 contract

Sources: Asset Purchase Agreement (Thermoview Industries Inc)