Certain Contracts and Arrangements Clause Samples
The "Certain Contracts and Arrangements" clause defines how specific agreements or business arrangements are treated within the broader context of a contract. It typically outlines which contracts or arrangements are included, excluded, or subject to special terms, such as those with affiliates, related parties, or pre-existing agreements. For example, it may specify that certain supplier contracts are not affected by the main agreement or that particular arrangements require additional approvals. This clause ensures clarity regarding the status and treatment of related contracts, preventing misunderstandings and potential conflicts between overlapping agreements.
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Certain Contracts and Arrangements. Schedule 3.1(u) of the Company Disclosure Schedule, together with the lists of exhibits contained in the Company SEC Documents, sets forth a true and complete list, as of the date of this Agreement, of (i) each agreement to which the Company or any of its Subsidiaries is a party (other than this Agreement) that is of a type that would be required to be included as an exhibit to a Registration Statement on Form S-1 pursuant to Items 601(b)(2), (4), (9) or (10) of Regulation S-K of the SEC if such a registration statement was filed by the Company on the date of this Agreement; (ii) any agreement that purports to limit the manner in which, or the localities in which, the Company’s or its Subsidiaries’ businesses are conducted in any manner that is material to the Company and its Subsidiaries, taken as a whole, including any non-compete agreements, agreements limiting the ability of the Company or any of its Subsidiaries from soliciting customers or employees; (iii) any material agreement that contains any “most favored nation,” “take or pay,” minimum requirements, right of first refusal or other similar provisions with respect to any transaction engaged in by the Company or its Subsidiaries; (iv) any agreement providing for exclusive rights of marketing or distributing any of the products of the Company or its Subsidiaries in any manner that is material to the Company and its Subsidiaries, taken as a whole; (v) any supply contract of one year or greater remaining duration that involves required payments by or to the Company or any of its Subsidiaries of more than $20 million with respect to the Company’s plastics segment, and $40 million with respect to the Company’s chemicals business segment, in each case on an annual basis; (vi) any sales contract of one year or greater remaining duration that involves required payments by or to the Company or any of its Subsidiaries of more than $7 million with respect to the Company’s plastics segment, and $15 million with respect to the Company’s chemicals business segment, in each case on an annual basis; (vii) any contract which contemplates consideration in excess of $10 million with respect to the acquisition or disposition of any Person or line of business, whether by way of merger, acquisition of equity securities or acquisition of assets; (viii) any contract with respect to the settlement of any litigation, proceeding or claim involving non-monetary relief or monetary relief in excess of $15 million; (ix) any con...
Certain Contracts and Arrangements. (a) To Seller’s Knowledge as of the date hereof, except for any contract, agreement, lease, commitment, understanding, or instrument which (i) is disclosed or described on Schedule 5.9, Schedule 5.11, Schedule 5.12(a), Schedule 5.12(g) or Schedule 5.13(a), or (ii) has been entered into in the ordinary course of business and is not material to the conduct of the Business as currently conducted by Seller, as of the date of this Agreement, Seller is not a party to any contract, agreement, lease, commitment, understanding, or instrument which is principally related to the Business or the Purchased Assets other than agreements that relate to both the Business and the other businesses of Seller, and any other contracts, agreements, personal property leases, commitments, understandings, or instruments which are Excluded Assets or Excluded Liabilities. Except as disclosed or described in Schedule 5.13(a) or as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (A) each material Business Agreement constitutes a valid and binding obligation of Seller and, to Seller’s Knowledge, constitutes a valid and binding obligation of the other parties thereto and is in full force and effect; (B) Seller is not in breach or default (nor has any event occurred which, with notice or the passage of time, or both, would constitute such a breach or default) under, and has not received written notice that it is in breach or default under, any material Business Agreement, except for such breaches or defaults as to which requisite waivers or consents have been obtained; (C) to Seller’s Knowledge, no other party to any material Business 1-LA/903877.26 Agreement is in breach or default (nor has any event occurred which, with notice or the passage of time, or both, would constitute such a breach or default) under any material Business Agreement; and (D) Seller has not received written notice of cancellation or termination of any material Business Agreement.
(b) Schedule 5.13(b) sets forth a list of each municipal franchise agreement relating to the Business to which Seller is a party (the “Franchises”) as of the date hereof. Except as disclosed in Schedule 5.13(b) or, individually or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect, Seller is not in default under such agreements and, to Seller’s Knowledge, each such agreement is in full force and effect. Except as set forth in Schedule 5.13(b) or, in...
Certain Contracts and Arrangements. (a) Section 3.7(a) of the Transferor Disclosure Schedule sets forth a true and complete list, as of the date hereof, of the following Contracts (including currently effective amendments and modifications thereto), other than commitments to issue owner’s title insurance policies and owner’s title insurance policies, to which the Company is a party, by which any of its properties are bound or that relate to the conduct of the Business (collectively, the “Material Agreements”):
(i) agreements involving payments to or from the Company of at least $75,000 per year;
(ii) vendor or similar agreements involving payments to or from the Company in excess of $75,000 per year;
(iii) Contracts, or a group of related Contracts with the same party, for the purchase, sale or distribution of equipment, supplies, products or services, under which the undelivered balance of such equipment, supplies, products or services has a price in excess of $75,000;
(iv) Contracts, loan agreements, letters of credit, repurchase agreements, mortgages, security agreements, guarantees, pledge agreements, trust indentures, promissory notes, lines of credit and similar documents in each case relating to Indebtedness;
(v) real property leases calling for payments by the Company of amounts greater than $75,000 per year;
(vi) partnership, royalty or joint venture agreements;
(vii) Contracts limiting the ability of the Company to compete in any line of business or with any Person or in any geographic area;
(viii) Contracts relating to any outstanding commitment for capital expenditures;
(ix) (A) Collective Bargaining Agreements between the Company and any Person, (B) Employment Agreements between the Company and any Person, and (C) Contracts between the Company and any Independent Contractor and (D) the Company Plans, in each instance excluding at-will employment or Independent Contract or arrangements that may be terminated by the Company without notice and without Liability;
(x) Contracts not entered into in the ordinary course of the Business;
(xi) Contracts for the acquisition or disposition of real property, capital stock or other businesses;
(xii) Contracts providing for indemnification of any officer, employee, member, manager or director of the Company;
(xiii) agency, distributor, dealer, sales, marketing or similar agreements or arrangements with any Person that generates or refers business to the Company;
(xiv) all verbal Contracts (excluding at-will employment or Independent Contract o...
Certain Contracts and Arrangements. Except as set forth in Section 2.9 of the Disclosure Schedule (with true and correct copies delivered to the Investor), the Company is not a party or subject to or bound by:
(a) any plan or contract providing for collective bargaining or the like, or any contract or agreement with any labor union;
(b) any contract, lease or agreement creating any obligation of the Company to pay to any third party $100,000 or more with respect to any single such contract or agreement;
(c) any contract or agreement for the sale, license, lease or disposition of products or services in excess of $100,000;
(d) any contract containing covenants directly or explicitly limiting the freedom of the Company to compete in any line of business or with any person or entity;
(e) any license agreement (as licensor or licensee);
(f) any contract or agreement for the purchase of any leasehold improvements, equipment or fixed assets for a price in excess of $100,000;
(g) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing in excess of $100,000 or any pledge or security arrangement;
(h) any material joint venture, partnership, or manufacturing agreement; any endorsement or any other advertising, promotional or marketing agreement;
(i) any employment contracts, or agreements with officers, directors, employees or stockholders of the Company or persons or organizations related to or affiliated with any such persons;
(j) any pension, profit sharing, retirement (other than the Company's 401(k) plan), stock option, phantom stock or other equity incentive plans;
(k) any arrangement relating to any royalty payments to employees, customers or independent contractors based on the sales volume of the Company;
(l) any acquisition, merger or similar agreement; or
(m) any contract with a governmental body under which the Company may have an obligation for renegotiation. All of the Company's contracts and commitments are in full force and effect and neither the Company nor, to the knowledge of the Company, any other party is in default thereunder (nor, to the knowledge of the Company, has any event occurred which with notice, lapse of time or both would constitute a default thereunder), except to the extent that any such default would not have a Material Adverse Effect, and the Company has not received notice of any alleged default under any such contract, agreement, understanding or commitment.
Certain Contracts and Arrangements. (a) Except for Seller's interests in and rights under (i) those purchase orders, contracts, agreements, licenses and leases relating to the ownership, operation and maintenance of the Included Assets, which are listed in Schedule 4.9(a) and Schedule 4.11(a)(i), (ii) those contracts, agreements, commitments and understandings relating to the procurement or fabrication of Nuclear Fuel, a list of which is included on Schedule 4.11(a)(ii) ("Fuel Contracts"), (iii) contracts, agreements, personal property leases, licenses, commitments, understandings or instruments which will expire or terminate, or in which the obligations of Seller will be fully performed, prior to the Closing Date, (iv) Non-material Contracts, (v) the Ancillary Agreements and (vi) the Excluded Contracts, Seller is not, as of the date of this Agreement, a party to any written contract, agreement, personal property lease, commitment, understanding or instrument which relates to the ownership or operation of the Included Assets or provides for the sale of capacity, energy or ancillary services from Palisades.
(b) Except as set forth on Schedule 4.11(b), there is not, under any Seller's Agreement, Fuel Contract or Non-material Contract, any breach on the part of Seller, or to the Knowledge of Seller, on the part of any of the parties thereto, except such material breaches as to which requisite waivers or consents have been obtained or which do not, individually or in the aggregate, create a Material Adverse Effect.
(c) Each Seller's Agreement, Fuel Contract and Non-material Contract (i) is legal, valid and enforceable as to Seller in accordance with its terms and is in full force and effect, and (ii) except as disclosed in Schedule 4.3(a), may be transferred or assigned to Buyer at the Closing without consent or approval of the other parties thereto and
(d) True and complete copies of each Seller's Agreement and Fuel Contract, including any amendments, supplements and modifications thereto, have been provided or made available to Buyer.
Certain Contracts and Arrangements. Except as set forth in the Transaction Documents or in Schedules 3.16 or 3.17 hereto, Adherex is not a party or subject to or bound by:
(a) any contract or agreement (i) involving a potential commitment or payment by Adherex in excess of $75,000 or (ii) which is otherwise material and not entered into in the ordinary course of business;
(b) any contract, lease or agreement which is not cancelable by Adherex without penalty on less than ninety (90) days’ notice;
(c) any contract containing covenants directly or explicitly limiting in any material respect the freedom of Adherex to compete in any line of business or with any person or entity;
(d) any contract or agreement relating to the licensing, distribution, development, purchase, sale or servicing of its products except in the ordinary course of business consistent with past practices;
(e) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing or any pledge or security arrangement;
(f) any employment contracts, non-competition agreements or other agreements with present or former officers, directors, employees or Shareholders of Adherex, or persons related to or affiliated with such persons;
(g) any share redemption or purchase agreements or other agreements affecting or relating to any shares of capital stock of Adherex, including, without limitation, any agreement with any stockholder of Adherex which includes anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisions;
(h) any pension, profit sharing, bonus, retirement, severance or stock option plans;
(i) any royalty, dividend or similar arrangement based on the revenues or profits of Adherex or any contract or agreement involving fixed price or fixed volume arrangements;
(j) any joint venture, partnership, manufacturer, development or supply agreement;
(k) any acquisition, merger or similar agreement;
(l) any contract with any governmental entity; or
(m) any other material contract not executed in the ordinary course of business. All contracts, agreements, leases and instruments set forth on Schedule 3.17 hereto are valid and are in full force and effect and constitute legal, valid and binding obligations of Adherex and, to the knowledge of Adherex, of the other parties thereto, and are enforceable in accordance with their respective terms. Adherex does not have any knowledge of any notice or threat to terminate any such contracts, agreements, le...
Certain Contracts and Arrangements. Except as set forth in Schedule 3.14 (with true and correct copies of each agreement referred to therein provided or made available to the Investor), the Company is not a party or subject to or bound by:
(a) any contract or agreement involving a potential commitment or payment by the Company in excess of US $5,000;
(b) any contract, lease or agreement which is not cancelable by the Company without penalty on not less than ninety (90) days notice;
(c) any contract containing covenants directly or explicitly limiting in any respect the freedom of the Company to compete in any line of business or with any person or entity;
(d) any contract or agreement relating to the licensing, distribution, development, purchase, sale or servicing of its products except in the ordinary course of business or any of its Intellectual Property Assets;
(e) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing or any pledge or security arrangement;
(f) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of the Company, including, without limitation, any agreement with any stockholder of the Company which includes anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisions;
(g) any pension, profit sharing, retirement or stock option plans;
(h) any royalty, dividend or similar arrangement based on the revenues or profits of the Company or any contract or agreement involving fixed price or fixed volume arrangements;
(i) any joint venture, partnership, manufacturer, development or supply agreement or other agreement which involves a sharing of revenues, profits, losses, costs or liabilities by the Company with any other Person;
(j) any acquisition, merger or similar agreement;
(k) any collective bargaining agreement or other agreement with any labor union or other employee representative of a group of employees;
(l) any contract with any Governmental Body;
(m) any contract not executed in the ordinary course of business; or
(n) any other material contract. All such contracts, agreements, leases and instruments are valid and are in full force and effect and constitute legal, valid and binding obligations of the Company and of the other parties thereto, and are enforceable in accordance with their respective terms. The Company has no knowledge of any notice or threat to terminate any such contracts, agreements, leases or instru...
Certain Contracts and Arrangements. (i) Schedule 3.1(v) of the Company Disclosure Schedule and the documents filed or incorporated by reference in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 set forth a true and complete list of each agreement to which the Company or any of the Subsidiaries is subject (other than this Agreement) that is of a type that would be required to be included as an exhibit to an Annual Report on Form 10-K pursuant to the rules and regulations of the SEC if such Annual Report on Form 10-K were filed by the Company on the date hereof (collectively, the “Company Contracts”). Except as could not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect and except as set forth on Schedule 3.1(v) of the Company Disclosure Schedule, neither the Company nor any of the Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder.
(ii) Set forth on Schedule 3.1(v) of the Company Disclosure Schedule is complete list of each management, employment, consulting or other agreement, contract or commitment, whether oral or in writing, to which the Company or any of the Subsidiaries is a party that provides for (i) the employment of any person or providing for retention of management, executive or consulting services, or (ii) the payment or accrual of any compensation or severance upon (A) a change in control of the Company or any of the Subsidiaries or (B) any termination of such management, employment, consulting or other relationship other than pursuant to an agreement with Parent or one of its current Affiliates. All compensation earned pursuant to the foregoing, including deferred compensation, has been fully and accurately accrued for and reflected in the financial statements included in the Company SEC Documents to the extent required therein. Set forth on Schedule 3.1(v) of the Company Disclosure Schedule is a list (including the name of the parties thereto and the date thereof) of all non-competition, non-solicitation or similar agreements entered into between any Person and the Company or any of the Subsidiaries that would (i) restrict any Person (other than the Company or any of the Subsidiaries) from engaging or competing in any line of business in any geographic area or from hiring or soliciting for hire any past or present employee, consultant, officer or director of the C...
Certain Contracts and Arrangements. (a) Except for (i) the agreements set forth on Section 5.11(a) of the Seller Disclosure Schedules (the “Company Agreements”); (ii) contracts, agreements, personal property leases, commitments, understandings or instruments which shall expire prior to the Closing Date; (iii) agreements with suppliers entered into in the ordinary course of business that individually involve annual payment obligations of less than $500,000; (iv) contracts, agreements, personal property leases, commitments, understandings or instruments with an aggregate value less than $500,000; and (v) any agreements which the Company may enter into after the date hereof in compliance with Section 7.1(b)(ix), the Company is not a party to any contract, agreement, personal property lease, commitment, understanding or instrument which imposes on the Company any material obligation or restriction or that, disregarding the foregoing clause (ii), is material to its business or operations.
(b) Except as set forth on Section 5.11(b) of the Seller Disclosure Schedules, each Company Agreement constitutes a valid and binding obligation of the Company and, to the Knowledge of the Seller, each other party thereto, and is in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect.
(c) Except as set forth on Section 5.11(c) of the Seller Disclosure Schedules, no event has occurred which, with notice or lapse of time or both, would constitute a breach or default on the part of the Company under any of the Company Agreements, except as would not, individually or in the aggregate, have a Material Adverse Effect.
(d) The Seller has made available to the Buyer copies of all Company Agreements, including all amendments and modifications thereto, and such copies are true and correct in all material respects.
(e) Except as set forth on Section 5.11(e) of the Seller Disclosure Schedules, the Company is not a party to, or otherwise bound by, any contract, agreement, or understanding pursuant to which the consummation of the transactions contemplated hereby (alone or in conjunction with the satisfaction of any other condition) will require any “change in control” or similar payment by the Company, or will give rise to a right of any Person to purchase any property or asset of the Company.
(f) All Company Agreements entered into or otherwise utilized by the Company for the purchase, supply, transmission, transportation ...
Certain Contracts and Arrangements. As of the date hereof, except as set forth on Schedule 4.17 of the Company Disclosure Letter or as set forth as exhibits to the Completed Commission Filings, neither the Company nor any of its Subsidiaries is a party to or bound by any contracts, agreements, instruments or understandings ("Contracts") of the following nature (collectively, the "Material Contracts"):
(a) Contracts with any current or former employee, director or officer of the Company or any of its Subsidiaries (other than any such person who receives or received (during his or her last year of employment with the Company or any of its Subsidiaries) less than $200,000 in total annual cash compensation from the Company or any of its Subsidiaries);
(b) Contracts other than contracts entered into in the ordinary course of business (x) for the sale of any material amount of the assets of the Company or any of its Subsidiaries, or (y) for the grant to any Person of any preferential rights to purchase any material amount of its assets;
(c) Contracts which materially restrict the Company or any of its Affiliates from competing in any material line of business or with any Person in any geographical area, or which materially restrict any other Person from competing with the Company or any of its Affiliates in any material line of business or in any geographical area;
(d) Contracts which are material to the Company and which restrict the Company or any of its Subsidiaries from disclosing any information concerning or obtained from any other Person, or which restrict any other Person from disclosing any information concerning or obtained from the Company or any of its Subsidiaries (other than contracts entered into in the ordinary course of business);
(e) Contracts involving (i) the acquisition, merger or purchase of all or substantially all of the assets or business of a third party, involving aggregate consideration of $10,000,000 or more, or (ii) other than the purchase or sale of assets in the ordinary course of business and other than contracts relating to the sale of oil, gas or other petroleum products in the ordinary course of business, the purchase or sale of assets, or a series of purchases and sales of assets, involving aggregate consideration of $10,000,000 or more;
(f) Contracts with any Affiliate that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act;
(g) Contracts which are material to the Company and contain a "change in control" or similar pro...