Subsidiary Contracts Sample Clauses

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Subsidiary Contracts. No contract or arrangement between Contractor and its Subcontractors, officers, employees, vendors, suppliers, or agents, including all contracts relating to the use or operation of the Landfill, shall limit or prevent Contractor from performing its obligations under this Agreement.
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Subsidiary Contracts. Schedule 3.19 sets forth a complete and accurate list of all material undischarged written or oral contracts, agreements, leases or other instruments to which a Subsidiary is a party or by which a Subsidiary is bound or to which any of the properties or assets of a Subsidiary is subject (each, a “Subsidiary Contract”). Each Subsidiary Contract is valid, binding, and enforceable in accordance with it terms, and no Subsidiary or, to the Company’s knowledge, any other party to such Subsidiary Contract is in breach or violation of any Subsidiary Contract.
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Subsidiary Contracts. (a) Section 3.08 of the Seller Disclosure Schedule contains a complete list of: (i) each Subsidiary Contract in excess of RMB 500,000 that is not terminable by Singapore Subsidiary or Suzhou Subsidiary, as applicable, upon 30 calendar days (or less) notice by party without penalty or obligation to make any payment based on such termination; (ii) each other Subsidiary Contract that contains or provides for: (A) any agreement for the purchase or license of services or other assets providing for either (i) annual payments by Singapore Subsidiary or Suzhou Subsidiary, as applicable, of RMB 250,000 or more or (ii) aggregate payments by Singapore Subsidiary or Suzhou Subsidiary, as applicable, of RMB 250,000 or more; (B) any partnership, joint venture or other similar agreement or arrangement; (C) any agreement relating to the acquisition or disposition of any material business (whether by merger, sale of stock, sale of assets or otherwise); (D) any agreement relating to Indebtedness; or (E) any agreement that limits the freedom of Singapore Subsidiary or Suzhou Subsidiary to compete in any line of business or with any Person or in any area. (b) Each Subsidiary Contract is a valid and binding agreement of Singapore Subsidiary or Suzhou Subsidiary, as applicable, and is in full force and effect (subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies) in all material respects, and none of Singapore Subsidiary or Suzhou Subsidiary or, to the knowledge of Seller, any other party thereto is in material default or material breach under the terms of any such Subsidiary Contract.
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Subsidiary Contracts. The land under the State-owned Land Use Right Certificate (▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ (2002) No.180084) and the buildings under the Real Property Ownership Right Certificates (▇▇▇ ▇▇▇▇ Di Zheng Zi No. C 1226877, No. C 1226878, No. C 1226879, No. C 1226880, No. C 1594954 and No. C 1957090) have been mortgaged to Foshan Nanhai Shishan Branch of the Agricultural Bank of China (中国农业银行佛山南海狮山支行) under the Mortgage Agreement No. 44906200800001513. The term of mortgage is from August 1, 2008 to July 28, 2010. Two sets of twin-roll hot rolling ▇▇▇▇▇, two sets of non-woven equipments, five sets of screw compressors, one set of air conditioning unit, three sets of cross-flow type cooling towers, two sets of power equipments, one compressor, three cranes, three fans, eighty spinneret boards, two inverters, four air compressor repair parts, one masterbatch injection machine, one compressed air tank and one stenter machine owned by Foshan have been mortgaged to Foshan Nanhai Shishan Branch of the Agricultural Bank of China (中国农业银行佛山南海狮山支行) pursuant to the Mortgage Agreement No. 44906200900016735. The term of mortgage is from December 15, 2009 to December 14, 2011. $______________ February 12, 2010 FOR VALUE RECEIVED, and upon and subject to the terms and conditions set forth herein, Perpetual Technologies, Inc., a Delaware corporation (“Issuer”), hereby promises to pay to the order of _____________________, a _________________ (“Purchaser” and, together with its successors and assigns, “Holder”), the principal sum of __________________ UNITED STATED DOLLARS (U.S. $____________) on the Maturity Date, together with interest as provided herein. This Note was issued under and is subject to a Note Purchase Agreement (the “Purchase Agreement”) dated as of __________, 2010 among Issuer, Purchaser and certain other parties. This Note is one of a series of secured convertible promissory notes of Issuer issued pursuant to the Purchase Agreement. The other notes are referred to herein as the “Other Notes” (and, together with this Note, the “Notes”) and the holders of such Other Notes are referred to herein as the “Other Noteholders.” Capitalized terms used and not otherwise defined herein will have the respective meanings given to such terms in the Purchase Agreement.
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Subsidiary Contracts. (a) Part 2.13 of the Disclosure Schedule identifies and provides an accurate and complete description of each Subsidiary Contract, except for any Excluded Contract. Subsidiary has delivered to Purchaser and counsel to Purchaser accurate and complete copies of all Subsidiary Contracts identified in Part 2.13 of the Disclosure Schedule, including all amendments thereto. (b) Each Subsidiary Contract is valid and in full force and effect, and is enforceable by in accordance with its terms. (c) Except as set forth in Part 2.13 of the Disclosure Schedule: (1) no Person has violated or breached, or declared or committed any default under, any Subsidiary Contract; (2) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach of any of the provisions of any Subsidiary Contract, (B) give any Person the right to declare a default or exercise any remedy under any Subsidiary Contract, (C) give any Person the right to accelerate the maturity or performance of any Subsidiary Contract or (D) give any Person the right to cancel, terminate or modify any Subsidiary Contract; (3) none of the Companies has received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Subsidiary Contract; and (4) none of the Companies has waived any of its rights under any Subsidiary Contract. (d) To the best of the Knowledge of the Companies, the Selling Shareholders and the Principal HYP Shareholders, each Person against which the Companies has or may acquire any rights under any Subsidiary Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities to the Companies. (e) Except as set forth in Part 2.13 of the Disclosure Schedule: (1) none of the Companies has ever guaranteed or otherwise agreed to cause, insure or become liable for, and none of the Companies has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person; and (2) none of the Companies has ever been a party to or bound by (A) any joint venture agreement, partnership agreement, profit-sharing agreement, cost-sharing agreement, loss-sharing agreement or similar Contract, or (B) any Contract that creates or grants to any Person, or provides for the creation or grant of, any stock apprec...
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Subsidiary Contracts. BUSINESS UNIT PARTIES CONTRACT NAME ------------------------------------------------------------------------------------------------------------------------------- BEDDING MALAYSIA IKEA Handel Sdn Bhd Purchase Agreement Dreamland Corporation (Malaysia) Sdn Bhd & Amway Distribution Agreement (Malaysia) Sdn Bhd Dreamland Corporation (Malaysia) Sdn Bhd & Supply Contract Magnificent Diagraph Sdn Bhd Dreamland & Duport Marketing Pty Ltd Unwritten Distributor Agreement Sleepmaker & MLC Marketing Pty Ltd Unwritten Distributor Agreement Kanzen Berhad, PD Holdings (Malaysia), Sdn Bhd, Escrow Agreement Restonic (M) Sdn Bhd & Malayan Banking Berhad Pacific Dunlop & Restonic (M) Sdn Bhd Technology Agreement Kanzen Berhad & Restonic (M) Sdn Bhd Share Sale Agreement Kanzen Berhad, PD Holdings (Malaysia) Sdn Bhd & Joint Venture and Shareholders' Agreement Pacific Dunlop Eurocoir Products & Yorya Industrial Co Ltd Sale of Goods Deed Hotline Furniture Trading (M) Sdn Bhd and Dreamland Settlement Agreement Corporation (Malaysia) Sdn Bhd. Kanzen Berhad, PD Holdings (Malaysia) Sdn Bhd and Adherence Agreement Lembaga Tabung Angakatan Tentera PART 2 - FOREIGN EXCHANGE CONTRACTS Malaysia Share Sale Agreement
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Subsidiary Contracts. (a) Part 2.13 of the Disclosure Schedule identifies and provides an accurate and complete description of each Subsidiary Contract, except for any Excluded Contract. Subsidiary has delivered to Purchaser and counsel to Purchaser accurate and complete copies of all Subsidiary Contracts identified in Part 2.13 of the Disclosure Schedule, including all amendments thereto. (b) Each Subsidiary Contract is valid and in full force and effect, and is enforceable by in accordance with its terms. (c) Except as set forth in Part 2.13 of the Disclosure Schedule: (1) no Person has violated or breached, or declared or committed any default under, any Subsidiary Contract; (2) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach of any of the provisions of any Subsidiary Contract, (B) give any Person the right to declare a default or exercise any remedy under any Subsidiary Contract, (C) give any Person the right to accelerate the maturity or performance of any Subsidiary Contract or (D) give any Person the right to cancel, terminate or modify any Subsidiary Contract; (3) none of the Companies has received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Subsidiary Contract; and (4) none of the Companies has waived any of its rights under any Subsidiary Contract. (d) To the best of the Knowledge of the Companies, the Selling Shareholders and the Principal HYP Shareholders, each Person against which the Companies has or may acquire any rights under any Subsidiary Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities to the Companies. (e) Except as set forth in Part 2.13 of the Disclosure Schedule: (1) none of the Companies has ever guaranteed or otherwise agreed to cause, insure or become liable for, and none of the Companies has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person; and (2) none of the Companies has ever been a party to or bound by (A) any joint venture agreement, partnership agreement, profit-sharing agreement, cost-sharing agreement, loss-sharing agreement or similar Contract, or (B) any Contract that creates or grants to any Person, or provides for the creation or grant of, any stock apprec...
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Related to Subsidiary Contracts

  • SUB-CONTRACTS (a) The Administrator may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that (but subject to Clause 3.2(b) herein): (i) the prior written consent of the Mortgages Trustee and Funding to the proposed arrangement (including, if Funding considers it necessary after consulting with the Security Trustee, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted and notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, the sub-contractor or delegate has executed an acknowledgement in writing acceptable to Funding and the Security Trustee to the effect that any such Mortgage Loan Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries which, in accordance with this Agreement, are to be paid into the relevant Collection Account, the sub-contractor or delegate has executed a declaration in writing acceptable to the Beneficiaries that any such monies held by it or to its order are held on trust for the Beneficiaries and will be paid forthwith into the relevant Collection Account in accordance with the terms of the Mortgages Trust Deed; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iii) above); and (v) neither the Mortgages Trustee, the Security Trustee nor the Beneficiaries shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to Clause 3.2(a) (i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator of: (1) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, debt counsellor, tracing agent, property management agent, licensed or qualified conveyancer or other professional adviser acting as such; or (2) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller from time to time. (c) The Mortgages Trustee and/or Funding and the Security Trustee may require the Administrator to assign to the Mortgages Trustee any rights which the Administrator may have against any sub-contractor or delegate arising from the performance of services by such person in association with any matter contemplated by this Agreement and the Administrator acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's obligations under this Agreement: (i) the Administrator shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator shall remain responsible for the performance of the obligations of the Administrator under this Agreement; (iii) the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the Administrator's obligations under this Agreement; (iv) any breach in the performance of the Services by any sub-contractor or delegate shall, subject to the Administrator being entitled for a period of twenty (20) Business Days from receipt of notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegate.

  • Affiliate Contracts Except as set forth on Schedule 3.30, there are no Contracts between any Seller or any Affiliate of any Seller, on the one hand, and any Seller or Partial Subsidiary, on the other hand, related to the Facilities, the Assets or the Assumed Liabilities that are material to any such Assets or Assumed Liabilities or the Facilities.

  • Material Contracts and Obligations All agreements, contracts, leases, licenses, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which any Group Company is a party or by which it is bound that (i) are material to the conduct and operations of its business and properties; (ii) involve any of the officers, consultants, directors, employees or shareholders of any Group Company; or (iii) obligate any Group Company to share, license or develop any product or technology are listed in Section 3.12 of the Disclosure Schedule and have been provided to the Investor and its counsel. For purposes of this Section 3.12, “material” shall mean any agreement, contract, indebtedness, Liability, arrangement or other obligation either (i) having an aggregate value, cost, Liability or amount of RMB4,000,000 or more, or (ii) not terminable upon no more than thirty (30) days’ notice without penalty or obligation, or (iii) relating to the leased stores with a monthly rental of RMB300,000 or more and leased warehouses.

  • Company Contracts (a) Company has delivered or made available to Parent true, correct and complete copies (and all exhibits and schedules thereto and all amendments, modifications and supplements thereof) of the following Contracts, and all of such Contracts in existence on the date hereof are listed on Part 2.18 of the Company Disclosure Letter, in each case only if such Contract either (x) by its terms requires, or is reasonably likely to require, payment to, or by, Company or the Company Subsidiaries of at least $50,000 over the stated minimum term of the Contract or (y) is material to the business of Company and the Company Subsidiaries (it being understood that any Contract described in clauses (iv), (vii), (ix), (x), (xi), (xiii) or (xvi) are deemed to be material to the business of the Company and the Company Subsidiaries (the “Company Contracts”): (i) any distributor, supplier, sales, advertising, agency or manufacturer’s representative Contract; (ii) any license agreement or other written or oral agreement or permission pursuant to which Company has granted to any third party with respect to any IP Assets or Intellectual Property Rights (other than pursuant to Company's standard customer agreements in the ordinary course of business); (iii) any license, sublicense, agreement or other permission pursuant to which Company uses or otherwise possesses the IP Assets or Intellectual Property Rights of any third party; (iv) any Contract of Company or any Company Subsidiaries containing any material support or maintenance obligation on the part of Company or any Company Subsidiaries outside of the ordinary course of business; (v) all Contracts with any customer of the business of the Company and the Company Subsidiaries (provided that for customers that have executed a standard form of agreement, a copy of such form agreement and a list of the customers that have so executed such form agreement shall be sufficient); (vi) all Contracts of Company or any Company Subsidiaries relating to indebtedness of Company or any Company Subsidiaries (vii) any agreement pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any of products or services of Company or any Company Subsidiaries; (viii) any continuing Contract for the purchase of materials, supplies, equipment, services or capital expenditures by Company or the Company Subsidiaries involving in the case of any such Contract more than fifty thousand dollars ($50,000) over the life of the Contract; (ix) all Contracts of Company or any of the Company Subsidiaries that involve the sale or purchase of any assets of Company or any of the Company Subsidiaries, other than in the ordinary course of business; (x) any Contract pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company’s Subsidiaries; (xi) all Contracts of Company whereby Company or any Company Subsidiaries is restricted by any “standstill” or similar obligations; (xii) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with generally accepted accounting principles; (xiii) any Contract limiting the freedom of Company to engage in any line of business or to compete with any other Person; (xiv) any Contract pursuant to which Company is a lessor of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property that is material to the business of the Company and Company Subsidiaries, taken as a whole; (xv) all Company Real Property Leases; (xvi) any Contract with an officer, director employee, Affiliate or any other Person with whom Company does not deal at arm’s length (other than standard form offer letters under which the officer, director or employee's relationship with Company or the Company Subsidiaries is terminable at will and which letter does not contain any severance provisions or obligations on the part of Company or any Company Subsidiary extending beyond termination of employment or other relationship with Company); (xvii) all Contracts pursuant to which Company or any Company Subsidiaries has any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, or otherwise in respect of any obligation of any Person, or any capital maintenance or similar agreements or arrangements; and (xviii) all Contracts that are otherwise material to the business of the Company or any Company Subsidiaries. (b) Each Company Contract is in full force and effect and constitutes a legal, valid and binding agreement of Company or a Company Subsidiary, as applicable, enforceable in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. Company or a Company Subsidiary, as applicable, have performed all of their obligations (except those that have not yet become due) under, and is not in material violation or breach of or default under, any such Company Contract. To the knowledge of Company, the other parties to each Company Contract have performed all of their obligations (except those that have not yet become due) under, and are not in material violation or breach of or default under, any such Company Contract.

  • 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.