Status of Contracts Clause Samples
The "Status of Contracts" clause defines the legal standing and enforceability of the agreement between the parties. It typically clarifies whether the contract is binding, the date it becomes effective, and may specify if it supersedes any prior agreements or understandings. For example, it might state that only the written contract governs the relationship, excluding previous negotiations or informal arrangements. This clause ensures that all parties are clear about which documents constitute the official agreement, thereby preventing disputes over conflicting terms or misunderstandings about the contract's validity.
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Status of Contracts. As of the date hereof, each of the Contracts listed in Section 5.13 of the Parent/Seller Disclosure Letter (collectively, the “Material Contracts”) is in full force and effect and is a valid and binding agreement enforceable against Seller or such relevant Subsidiary and, to the Knowledge of Seller, any other party thereto in accordance with its terms, other than those Material Contracts the failure of which to be in full force and effect or valid and binding would not, individually or in the aggregate, reasonably be expected to be material to the Business. Seller, the Asset Transferors and the Acquired Companies (in each case, solely with respect to the Business) are not in, or, to the Knowledge of Seller, alleged to be in, and to the Knowledge of Seller, no other party to any Material Contract is in or alleged to be in, breach or default under any of the Material Contracts other than such breaches or defaults that would not, individually or in the aggregate, reasonably be expected to be material to the Business. Between the Lookback Date and the date hereof, none of Seller, the Asset Transferors, the Acquired Companies or, to the Knowledge of Seller, any other party to any Material Contract has provided or received any notice (whether written or oral) of any intention to terminate or seek renegotiation of, any Material Contract, except as would not, individually or in the aggregate, reasonably be expected to be material to the Business. Seller has made available to Buyer correct and complete copies of each Material Contract (including all material modifications, amendments and supplements thereto) in effect as of the date hereof. Notwithstanding the foregoing, Seller shall be permitted to make available to Buyer correct and complete copies of Specified IP Contracts included in the Disclosure Letter Update within thirty (30) days after the date of this Agreement, and the failure to have made such Specified IP Contracts available to Buyer on or prior to the date of this Agreement shall not be deemed to be a breach of this Section 5.14.
Status of Contracts. Except as set forth in Schedule 5.17, each of the Participation Contracts, Servicing Contracts and the Contracts listed in Schedules 5.10(H), 5.10(I), 5.11(A), 5.12(C), 5.14(B), 5.16, 5.24(B) and 5.27(A) (collectively, the “Company Agreements”) constitutes a valid and binding obligation of the of the Company or the Subsidiary, as applicable, and, to Seller’s Knowledge, of the other party or parties thereto, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights, or by general equity principles. Each of the Company Agreements is in full force and effect. Each of the Company and the Subsidiary has fulfilled and performed its obligations under each of the Company Agreements, and the Company and the Subsidiary each is not in, or alleged to be in, breach or default under, nor is there or is there alleged to be any basis for termination of, any of the Company Agreements and no other party to any of the Company Agreements has 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 the Company, the Subsidiary or by any such other party. Neither the Company nor the Subsidiary is currently renegotiating any of the Company Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Company Agreements have heretofore been made available to Buyer by Seller.
Status of Contracts. Except as set forth in Schedule 5.21 or in any other Schedule hereto, and assuming the due authorization, execution and delivery thereof by each other party thereto, each of the leases, contracts and other agreements listed in Schedules 5.11, 5.14, 5.15, 5.18 and 5.20 (collectively, the "Company Agreements") constitutes a valid and binding obligation of the Company, and to the Company's knowledge, each other party thereto, and is in full force and effect. The Company has fulfilled and performed in all material respects its obligations under each of the Company Agreements in accordance with the terms thereof, and the Company is not in, or alleged to be in, breach or default in any material respect under, nor is there or is there alleged to be any valid basis for termination of, any of the Company Agreements and, to the Company's knowledge, no other party to any of the Company Agree- ments has breached or defaulted thereunder in any material respect, and, to the Company's knowledge, 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 the Company or, to the Company's knowledge, by any such other party. The Company is not currently renegotiating any of the Company Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the written Company Agreements have heretofore been made available to Parent.
Status of Contracts. Except as set forth in Schedule 5.19 or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each of the Contracts listed in Schedules 5.10(B), 5.11(B), 5.12(C) and 5.18 (collectively, the “Company Agreements”) constitutes a valid and binding obligation of the parties thereto and is in full force and effect and (except for those Company Agreements which by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof) will continue in full force and effect after the Closing, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. The Company has fulfilled and performed its obligations under each of the Company Agreements, and the Company is not in, or, to the Knowledge of Seller, alleged to be in, breach or default under, nor is there or, to the Knowledge of Seller, is there alleged to be any basis for termination of, any of the Company Agreements and, to the Knowledge of Seller, no other party to any of the Company Agreements has 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 Seller or, to the Knowledge of Seller, by any such other party. The Company is not currently renegotiating any of the Company Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Company Agreements have heretofore been delivered to Buyer by Seller.
Status of Contracts. 20 3.12 Consents................................................21 3.13
Status of Contracts. Except as set forth in Schedule 3.15 or in any other Schedule hereto, each of the Contracts listed in Schedule 3.14 and indicated to be an “Assumed Contract” (collectively, the “Station Agreements”) is a legal, valid and binding obligation of a Seller Party and, to the Knowledge of the Seller Parties, the other parties thereto, and is in full force and effect (in each case, subject to applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). The Seller Parties and their Affiliates are not in breach of, or default under, any Station Agreement and, to the Knowledge of the Seller Parties, no other party to any Station Agreement is in breach of, or default under, any Station Agreement, and (ii) to the Knowledge of the Seller Parties, no event has occurred which would result in a breach of, or default under, any Station Agreement (in each case, with or without notice or lapse of time or both). True and complete copies of each of the Station Agreements, together with all amendments thereto, have heretofore been made available to the Buyer by the Seller Parties.
Status of Contracts. 23 (a) Status . . . . . . . . . . . . . . . . . . . . . . . . 23 (b) Normality. . . . . . . . . . . . . . . . . . . . . . . 24 (c)
Status of Contracts. Sellers have, to the best of Sellers’ knowledge, complied with all of the provisions of contracts described in this Agreement and of all other contracts and commitments to which Sellers are a party. Further, other than those contracts or agreements specifically described in this paragraph, Sellers have no contract or commitment extending beyond the Closing Date, except [None / list information, if any, here or on an Exhibit 8.7] except as expressed on Exhibit 8.7.
Status of Contracts. All of the Contracts that relate to the Oil and Gas Properties (a) are in full force and effect, and (b) neither Seller nor, to the knowledge of Seller, any other party to the Contracts (i) is in breach of or default, or with the lapse of time or the giving of notice, or both, would be in breach or default, with respect to any of its obligations thereunder to the extent that such breaches or defaults have an adverse effect on the Oil and Gas Properties or (ii) has given or threatened to give notice of any default under or inquiry into any possible default under, or action to alter, terminate, rescind or procure a judicial reformation of any Contract to the extent that such default has an adverse effect on the Oil and Gas Properties.
Status of Contracts. All of the Contracts to be transferred and assigned hereunder to which such Seller is bound, are in full force and effect, and such Seller is not in breach of, or with the lapse of time or the giving of notice, or both, would be in breach of any of its material obligations thereunder, and consummation of the transactions contemplated hereunder will not result in such a breach.