Selected Contracts Clause Samples

Selected Contracts. (a) Except for this Agreement, any Franchise Agreement, any Intercompany Agreement, any Related Document and any Contracts filed as exhibits to the SEC Documents, Section 4.08 of the Company Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of: (i) each mortgage, indenture, guarantee, loan or credit agreement, security agreement or other Contract relating to the Indebtedness of the Company or any Company Subsidiary, in each case pursuant to which in excess of $12,000,000, is outstanding or may be incurred, other than any such Contract between or among any of the Company and any Company Subsidiaries and any letters of credit of which the Company or any Company Subsidiary is the obligor; (ii) each Contract to which the Company or any Company Subsidiary is a party that by its terms requires aggregate payments by or to the Company or any Company Subsidiary of more than $12,000,000 over the remaining term of such Contract, except for any Contract that may be cancelled, without any material penalty or other material liability to the Company or any Company Subsidiary, upon notice of ninety (90) days or less; (iii) each Contract to which the Company or any Company Subsidiary is a party entered into since December 29, 2018, in each case, relating to the acquisition or disposition by the Company or any Company Subsidiary of properties or assets, in each case, for aggregate consideration of more than $20,000,000, except for (A) acquisitions and dispositions of properties and assets in the ordinary course of business and (B) any Contract relating to the Transactions; (iv) other than the Securitization Agreement and any Contract entered into pursuant to the transactions contemplated by the Securitization Agreement, and licenses of Company Intellectual Property entered into in the ordinary course of business, each Contract of the Company or any Company Subsidiary that (A) authorizes any third party to grant others the right to license any material trademark, service ▇▇▇▇ or other Intellectual Property owned by the Company or any Company Subsidiary in any geographic area; (B) restricts in any way the ability of the Company or such Company Subsidiary to compete with any business or in any geographical area or to solicit customers; or (C) prohibits or limits the right of the Company or any Company Subsidiary to use, transfer, license, distribute or enforce any of their respective Company Intellectual Property material to the busines...
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Selected Contracts. Schedule 3.18 of the DKI Disclosure Schedule lists the following contracts, agreements, commitments and other arrangements to which DKI is a party or by which it or any of its assets is bound: (a) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $25,000 per annum; (b) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year or involve consideration in excess of $25,000 per annum; (c) any agreement for the purchase of supplies, components, products or services from single source suppliers, custom manufacturers or subcontractors; (d) any agreement concerning a partnership or joint venture; (e) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money or any capitalized lease obligation or under which it has imposed a Security Interest on any of its assets, tangible or intangible; (f) any agreement concerning confidentiality, noncompetition or restraint of trade; (g) any agreement with any of DKI's shareholders, optionholders, or any of such Affiliates (other than DKI) or with any Affiliate of DKI; (h) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other similar plan or arrangement for the benefit of its current or former directors, officers, and employees; (i) any collective bargaining agreement; (j) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis; (k) any agreement under which DKI has advanced or loaned any amount to any of its directors, officers, and employees; (l) any agreement under which a default or termination could reasonably be expected to have a DKI Material Adverse Effect; (m) any agreement with any original equipment manufacturer entered into or performed by DKI within the last three years; (n) any agreement regarding product design, development, manufacture, delivery, maintenance, support, service or training; (o) any standard form agreement used by DKI, including, but not limited to, any purchase order, statement of standard terms and conditions of sale, or employment offer letter; (p) any powers of attorney given by DKI; and (q) any other ...
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Selected Contracts. 25 Section 3.19 Notes and Accounts Receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Section 3.20
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Selected Contracts. All of Seller's interest in and to the contracts listed on Exhibit I G. All life insurance policies on the life of Max ▇. ▇▇▇▇ ▇▇▇ Mich▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇ll be included, whether or not such policies are prepaid.
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Selected Contracts. SCHEDULE 4.1(T) sets forth a list (including a reference to the applicable subsection listed below pursuant to which such agreement is listed) of the following agreements (written and oral) to which one or more of the Sellers are bound: (i) collective bargaining agreements and similar agreements with employees as a group; (ii) employee benefit agreements, trusts, plans, funds, or other arrangements of any nature; (iii) agreements with any director, officer, employee, consultants, or advisor of Sellers, or any of their affiliates, including, without limitation, any bonus or incentive agreement; (iv) any current agreement, other than the Fintube Limited Partnership Agreement and the Shareholders Agreement, between or among any of the Sellers, and any current agreement between or among any of the Sellers and any present or former officer, director, partner, member, stockholder or Affiliate of any Seller, any present or former known spouse or any relative of a degree no more remote than first cousin of any of the aforementioned persons, or any trust or other similar entity for the benefit of any of the foregoing persons, including, without limitation, any tax-sharing agreements; (v) other than the Bank Debt, indentures, mortgages, security agreements, notes, loan or credit agreements, or other agreements relating to the borrowing of money by any of the Sellers or to the direct or indirect guarantee or assumption by any of the Sellers of any obligation of others, including any agreement that has the economic effect although not the legal form of any of the foregoing; (vi) agreements relating to the acquisition or disposition of assets (other than in the ordinary course of business); (vii) agreements with respect to the lease of real or any material personal property; (viii) agreements concerning the management or operation of any real property; (ix) broker, distributor, dealer, manufacturer's representative, sales, agency, sales promotion, advertising, marketing, consulting, research and development, maintenance, service, and repair agreements; (x) license, royalty, or other agreements relating to Intellectual Property Rights; (xi) partnership, joint venture, and profit sharing agreements; (xii) agreements with any Governmental Entity other than in the ordinary course of business; (xiii) agreements relating to the release or disposal of Hazardous Material; (xiv) agreements in the nature of a settlement or a conciliation agreement arising out of any claim assert...
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Selected Contracts. (a) Section 4.16(a) of the Company Disclosure Schedule lists each of the following types of Contracts to which the Company or any Company Subsidiary is a party as of the date of this Agreement (such Contracts, the “Selected Contracts”): (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company or any Company Subsidiary that has been, or was required to be, filed with the SEC with the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 or any SEC Reports filed after the date of filing of such Form 10-K until the date hereof; (ii) any (A) Contract for the purchase of materials, supplies, goods, services, equipment, or other assets (or for the licensing of or grant of rights in or to use Intellectual Property) for which payments by the Company or any Company Subsidiary of $5,000,000 or more were made during the twelve-month period ended March 31, 2017 and (B) material Contract relating to material Trademarks (excluding without limitation non-exclusive licenses granted in the ordinary course of business), in each case, which is not cancellable without penalty or further payment and without more than 30 days’ notice; (iii) any (A) Contract with the twenty largest customers (by revenue) of WebMD Health Services Group, Inc. and (B) Contract with respect to the twenty largest advertising programs (by revenue) of the Company’s advertising and sponsorship business, in each case, for the fifteen-month period ended March 31, 2017, and (C) other Contract (x) with a customer of WebMD Health Services Group, Inc. that accounted for revenue of at least $10 million in the twelve-month period ended March 31, 2017 and (y) with respect to any other advertising programs in the Company’s advertising and sponsorship business with respect to which revenue of at least $10 million was recognized in the twelve-month period ended March 31, 2017; (iv) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money, extension of credit of $5,000,000 or more, other than (A) accounts receivable and accounts payable in the ordinary course of business and (B) loans to direct or indirect wholly-owned Company Subsidiaries; (v) with respect to a joint venture, partnership or other similar arrangement of the Company or Company Subsidiary, any Contract that relates to the formation, creation, governance or control of, or the ec...
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Selected Contracts. (a) Except for this Agreement, any Contracts set forth on Section 4.08(A) of the Company Disclosure Letter and any Contracts filed as exhibits to the SEC Documents, Section 4.08 of the Company Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of: (i) any “material contract” (as defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC, other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K) with respect to the Company and the Company Subsidiaries; (ii) each Contract relating to the Indebtedness for borrowed money of the Company or any Company Subsidiary, in each case pursuant to which in excess of $5,000,000 is outstanding; (iii) each Contract to which the Company or any Company Subsidiary is a party that by its terms calls for aggregate payments by or to the Company or any Company Subsidiary of more than $25,000,000 over the remaining term of such Contract, except for any Contract that may be cancelled, without any material penalty or other material liability to the Company or any Company Subsidiary, upon notice of 90 days or less; (iv) each Contract to which the Company or any Company Subsidiary is a party, in each case, relating to the acquisition or disposition by the Company or any Company Subsidiary of properties or assets, in each case, for aggregate consideration of more than $15,000,000, except for (A) acquisitions and dispositions of properties and assets in the ordinary course of business and (B) any Contract relating to the Transactions; (v) each Contract of the Company or any Company Subsidiary that is material to the Company and the Company Subsidiaries taken as a whole and that (A) restricts in any way the ability of the Company or such Company Subsidiary to compete with any business or in any geographical area or to solicit customers, in each case that limits in any material respect the operation of the Company and the Company Subsidiaries taken as a whole as currently operated, or (B) grants “most favored nation” status or contains “exclusivity” requirements obligations that, following the Closing, would purport to apply to the Company, Parent or any of their Affiliates; (vi) each Contract that grants to any person any option, right of first offer or right of first refusal or similar right to purchase, lease, sublease, license, use, possess or occupy any assets of the Company or any Company Subsidiary that has a value in excess of $10,000,000; (vii) ...
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Selected Contracts. (a) Except for this Agreement, any Franchise Agreement, any intercompany agreements, and any Contracts filed as exhibits to the SEC Documents, Section 3.14(a) of the Company Disclosure Schedule lists each of the following types of Contracts to which the Company or any Company Subsidiary is a party as of the date of this Agreement: (i) any Real Property Lease to which the Company or any Company Subsidiary is a party that by its terms calls for aggregate payments by or to the Company or any Company Subsidiary of more than $1,500,000 over the remaining term of such Real Property Lease; (ii) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the Indebtedness of the Company or any Company Subsidiary of $1,000,000 or more, other than (A) accounts receivable and accounts payable in the ordinary course of business and (B) loans to any direct or indirect wholly-owned Company Subsidiaries; (iii) any Contract to which the Company or any Company Subsidiary is a party that by its terms calls for aggregate annual payments by the Company or any Company Subsidiary of more than $2,000,000, except for any Real Property Leases or employment or severance agreements entered into in the ordinary course of business or any Contract that may be cancelled, without any material penalty or other material liability to the Company or any Company Subsidiary, upon notice of ninety (90) days or less; (iv) with respect to a joint venture, partnership or other similar arrangement that is material to the business of the Company and the Company Subsidiaries, taken as a whole, any Contract that relates to the formation, creation, governance or control of, or the economic rights or obligations of the Company or any of the Company Subsidiaries in, any such joint venture, partnership or other similar arrangement; (v) any Contract (A) containing any covenant materially limiting the right of the Company or any Company Subsidiary to engage in any line of business or to compete with any person in any line of business, (B) pursuant to which the Company or a Company Subsidiary is granting to any person any right of exclusivity to a geographic region, area of protection, option, right of first offer or right of first refusal or similar right to purchase, lease, sublease, license, use, possess or occupy any assets of the Company or any Company Subsidiary that has a value in excess of $2,000,000, or (C) pursuant to which the Company or a C...
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Selected Contracts 
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Related to Selected Contracts

  • Related Contracts (i) The Borrower hereby agrees that, to the extent not expressly prohibited by the terms of the Related Contracts, after the occurrence and during the continuance of an Event of Default, it shall (x) upon the written request of the Administrative Agent or the Collateral Agent, promptly forward to such Agent all information and notices which it receives under or in connection with the Related Contracts relating to the Collateral, subject to applicable confidentiality requirements, and (y) upon the written request of the Administrative Agent or the Collateral Agent, act and refrain from acting in respect of any request, act, decision or vote under or in connection with the Related Contracts relating to the Collateral only in accordance with the direction of such Agent; provided that if the Borrower receives conflicting requests pursuant to this subclause (y), it shall follow whichever request is evidenced to be derived from the direction of the Majority Lenders. (ii) The Borrower agrees that, to the extent the same shall be in the Borrower’s possession, it will hold all Related Contracts relating to the Collateral in trust for the Collateral Agent on behalf of the Secured Parties, and upon request of either Agent following the occurrence and during the continuance of an Event of Default or as otherwise provided herein, promptly deliver the same to the Collateral Agent or its designee.

  • Covered Contracts and Contractors If the Contract exceeds $100,000 and the Contractor employed more than 40 full-time employees on a single working day during the previous 12 months in Minnesota or in the state where it has its principal place of business, then the Contractor must comply with the requirements of Minn. Stat. § 363A.36 and Minn. R. 5000.3400-5000.3600. General. Minn. R. 5000.3400-5000.3600 implements Minn. Stat. § 363A.36. These rules include, but are not limited to, criteria for contents, approval, and implementation of affirmative action plans; procedures for issuing certificates of compliance and criteria for determining a contractor’s compliance status; procedures for addressing deficiencies, sanctions, and notice and hearing; annual compliance reports; procedures for compliance review; and contract consequences for non-compliance. The specific criteria for approval or rejection of an affirmative action plan are contained in various provisions of Minn. R. 5000.3400-5000.3600 including, but not limited to, Minn. R. 5000.3420-5000.3500 and 5000.3552-5000.3559.

  • Assigned Contracts Each Credit Party will secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent of any Assigned Contract and to enforce the security interests granted hereunder. Each Credit Party shall fully perform all of its obligations under each of its Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Such Credit Party shall notify Agent in writing, promptly after such Credit Party becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of its Assigned Contracts. If an Event of Default then exists, Agent may, and at the direction of Required Lenders shall, directly enforce such right in its own or such Credit Party’s name and may enter into such settlements or other agreements with respect thereto as Agent shall determine. In any suit, proceeding or action brought by Agent under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Credit Parities shall indemnify and hold Agent and Lenders harmless from and against all expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by such Credit Party of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Credit Parties to or in favor of such obligor or its successors, except for such expenses, damages or losses resulting from Agent’s or any Lender’s gross negligence or willful misconduct. All such obligations of the Credit Parties shall be and remain enforceable only against the Credit Parties and shall not be enforceable against Agent or Lender. Notwithstanding any provision hereof to the contrary, the Credit Parties shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and Agent’s exercise of any of its rights with respect to the Collateral shall not release the Credit Parties from any of such duties and obligations. Neither Agent nor any Lender shall be obligated to perform or fulfill any of any Credit Party’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

  • Service Contracts (a) The Trustees may, at any time and from time to time, contract for exclusive or nonexclusive advisory, management and/or administrative services for the Trust or for any Series with any Person; and any such contract may contain such other terms as the Trustees may determine, including without limitation, authority for the Investment Adviser to determine from time to time without prior consultation with the Trustees what investments shall be purchased, held, sold or exchanged and what portion, if any, of the assets of the Trust shall be held uninvested and to make changes in the Trust's investments, and such other responsibilities as may specifically be delegated to such Person. (b) The Trustees may also, at any time and from time to time, contract with any Persons, appointing such Persons exclusive or nonexclusive distributor or Principal Underwriter for the Shares of one or more of the Series or other securities to be issued by the Trust. Every such contract may contain such other terms as the Trustees may determine. (c) The Trustees are also empowered, at any time and from time to time, to contract with any Persons, appointing such Person(s) to serve as custodian(s), transfer agent and/or shareholder servicing agent for the Trust or one or more of its Series. Every such contract shall comply with such terms as may be required by the Trustees. (d) The Trustees are further empowered, at any time and from time to time, to contract with any Persons to provide such other services to the Trust or one or more of the Series, as the Trustees determine to be in the best interests of the Trust and the applicable Series. (e) The fact that: (i) any of the Shareholders, Trustees, or officers of the Trust is a shareholder, director, officer, partner, trustee, employee, Manager, adviser, Principal Underwriter, distributor, or affiliate or agent of or for any Person with which an advisory, management or administration contract, or Principal Underwriter's or distributor's contract, or transfer, shareholder servicing or other type of service contract may be made, or that (ii) any Person with which an advisory, management or administration contract or Principal Underwriter's or distributor's contract, or transfer, shareholder servicing or other type of service contract may be made also has an advisory, management or administration contract, or principal underwriter's or distributor's contract, or transfer, shareholder servicing or other service contract, or has other business or interests with any other Person, shall not affect the validity of any such contract or disqualify any Shareholder, Trustee or officer of the Trust from voting upon or executing the same, or create any liability or accountability to the Trust or its Shareholders, provided approval of each such contract is made pursuant to the applicable requirements of the 1940 Act.

  • Assumed Contracts (a) Other than the Assumed Contracts, no existing contracts with Seller shall be assumed by Purchaser, without specific, individual, written consent by Purchaser. (b) Seller shall provide Purchaser a list of all existing contracts on Schedule 3.9(b). Except for the Assumed Contracts, Seller is not a party to or otherwise bound by the terms of any material contract, agreement or obligation, written or oral, affecting the Business or the Assets. Seller shall separately identify each Assumed Contract (i) pursuant to which any other party is granted “most favored party” rights of any type or scope, or containing any non-solicitation or non-competition covenants or other restrictions relating to the Business or that limits the freedom of Seller to engage or participate, or compete with any other Person, in any line of business, market or geographic area, or to make use of any Transferred Intellectual Property, (ii) that is an IP Agreement, (iii) that imposes on Seller payment obligations (contingent or otherwise) in excess of $5,000 per annum, (iv) that provides for payments to Seller in excess of $5,000 per annum, (v) that constitutes a partnership or joint venture agreement, (vi) that evidences outstanding Indebtedness which constitutes an Asset and (vii) that is a Lease. (c) Assumed Contracts (if any) are valid, binding and in full force and effect and enforceable by Seller prior to Closing and by Purchaser upon and after Closing.. Neither Seller, nor, to Seller’s Knowledge, any other party, is in material breach, violation of, or default under, and to the Knowledge of Seller, no event has occurred which, with the lapse of time or the giving of notice, or both, is reasonably likely to result in a breach or violation by Seller or such other party of, or default under, any Assumed Contract, and there are no existing disputes or claims of default relating thereto, or any facts or conditions Known to Seller which, if continued, will result in a material default or claim of default thereunder. Seller has not received any written or, to the Knowledge of Seller, oral notice of the intention of any party to terminate, cancel, amend or not renew any Assumed Contract. Except as set forth in Section 1.7, no consents are necessary for the effective assignment to and assumption by Purchaser of any of the Assumed Contracts including but not limited to the lease on the Premises. Seller has furnished or made available to Purchaser true and complete copies of all Assumed Contracts and descriptions of all material terms of Assumed Contracts that are not in writing, including any amendments, waivers or other changes thereto.