Contracts Sample Clauses

Contracts. Except as disclosed in the Parent SEC Documents, there are no Contracts that are material to the business, properties, assets, condition (financial or otherwise), results of operations or prospects of the Parent taken as a whole. The Parent is not in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any Contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Parent Material Adverse Effect.
Contracts. Except for employee benefit plans, contracts disclosed in Section 6.17 of the Company Disclosure Schedule and any contracts filed as an exhibit to any Company SEC Reports ("Filed Contracts"), Section 3.16 of the Company Disclosure Schedule lists all oral or written contracts, agreements, arrangements, guarantees, leases and executory commitments that exist as of the date hereof to which the Company or any of its subsidiaries is a party or by which it is bound which are or would be required to be filed as an exhibit to the Company SEC Reports (the listed contracts and the Filed Contracts, the "Contracts"). All of the Contracts governed by the laws of the United States or any state and, to the knowledge of the Company, all of the Contracts governed by the laws of any foreign jurisdiction, are valid and binding obligations of the Company or such subsidiary and, to the knowledge of the Company, the valid and binding obligation of each other party thereto except such Contracts which if not so valid and binding would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company or such subsidiary nor, to the knowledge of the Company, any other party thereto is in violation of or in default in respect of, nor has there occurred an event or condition which with the passage of time or giving of notice (or both) would constitute a default under or permit the termination of, any such Contract except such violations or defaults under or terminations which would not, individually or in the aggregate, have a Material Adverse Effect.
Contracts. Section 2.14 of the Company Disclosure Letter includes, as of the date hereof, a list of the Company's material contracts (the "Company Material Contracts") which includes (i) all loan agreements, indentures, mortgages, deeds of trust, pledges, conditional sale or title retention agreements, security agreements, guaranties, standby letters of credit, equipment leases or lease purchase agreements, each in an amount equal to or exceeding $150,000 to which the Company or any Company subsidiary is a party or by which any of them is bound; (ii) all other contracts, agreements, commitments or other understandings or arrangements other than those addressed in Section 2.15 to which the Company or any of its subsidiaries is a party or by which any of them or any of their respective properties or assets are bound or affected, but excluding contracts, agreements, commitments or other understandings or arrangements entered into in the ordinary course of business and involving, in the case of any such contract, agreement, commitment, or other understanding or arrangement, individual payments or receipts by the Company or any Company Subsidiary of less than $150,000 over the term of such contract, commitment, agreement, or other understanding or arrangement, except for purchases of inventory in the ordinary course of business; and (iii) all Leases (as hereinafter defined). The Company is not a party to any agreements to acquire in the future the stock or substantially all the assets of another person. Except as disclosed in Section 2.14 of the Company Disclosure Letter or in the Company Securities Filings filed prior to the date of this Agreement, all such Company Material Contracts are valid and binding and are in full force and effect and enforceable against the Company or such Company Subsidiary in accordance with their respective terms, subject to the Enforceability Exceptions, and neither the Company nor any Company Subsidiary is in violation or breach of or default under any such Company Material Contract (nor, to the knowledge of the Company, has any event or condition occurred which, with the giving of notice or the passage of time or both, would reasonably be expected to constitute such a violation, breach or default), except where the failure to be in full force and effect or where such violation or breach would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company, no party (other than the Company or Company Subsidiarie...
Contracts. Except for (a) purchase and sale commitments of Seller relating to the Business with respect to open unfilled purchase orders issued to suppliers and open unfilled sales orders received from customers, which have been entered into in the ordinary course of business; and (b) contracts, agreements, arrangements and commitments specifically set forth on other Schedules of this Agreement (including, but not limited to, the Real Estate Lease set forth on Schedule 4.8 of this Agreement), Schedule 1.1(g) is a list of all leases, licenses, contracts, commitments and agreements to which Seller is a party or by which it is bound, and which relate to the Business. Except as set forth on Schedule 4.9 of this Agreement, each of the Contracts is in full force and effect and is valid and enforceable in all respects by Seller in accordance with their respective terms, and Seller is not in default in the observance or the performance of any term or obligation to be performed by it under each of the Contracts and the Real Estate Lease, and there exists no event or condition which with the giving of notice or lapse of time, or both, would constitute a default thereunder. No other person is in default in the observance of the performance of any term or obligation to be performed by such person under each of the Contracts, and there are no unresolved disputes under any of the Contracts or the Real Estate Lease. True and correct copies of all Contracts and the Real Estate Lease are included in a binder delivered to Buyer on or prior to the date hereof as part of Schedule 1.1(h) hereof, to the extent that the Contract is in writing. If any Contract is not in writing, Schedule 1.1(h) sets forth the parties to such contract and describes all terms thereof, or in the case of any oral agreement affecting a written Contract, the terms of such oral agreement.
Contracts. Schedule 3.31 sets forth a list of each Material Contract (as defined below) to which the Company and its Subsidiaries is a party, true, correct and complete copies of which have been provided to Purchaser; provided, however, that Schedule 3.31 shall not contain Project Documents not otherwise required to appear in Schedule 3.31. Schedule 3.31 identifies those Material Contracts that require the Consents of third parties to the transactions contemplated hereby. The copy of each Material Contract furnished to Purchaser is a true and complete copy of the document it purports to represent and reflects all amendments thereto made through the date of this Agreement. None of the Company and its Subsidiaries has violated any of the terms or conditions of any Material Contract which would permit termination or modification of any Material Contract and no claims have been made or issued for breach or indemnification or notice of default or termination under any Material Contract. Each of the Material Contracts constitutes the legal, valid and binding obligation of each of the Company and its Subsidiaries that is a party to such Material Contract, each in accordance with its express terms. No event has occurred which constitutes, or after notice or the passage of time, or both, would constitute, a default by the Company or its Subsidiaries under any Material Contract, and, to SellersKnowledge no such event has occurred which constitutes or would constitute a default by any other party. None of the Company and its Subsidiaries is subject to any liability or payment resulting from renegotiation of amounts paid under any Material Contract. The Company and its Subsidiaries are not subject to any Contract, decree or injunction that restricts the continued operation of any business or the expansion thereof to other geographical areas, customers and suppliers or lines of business.
Contracts. There are no "material" contracts, agreements, franchises, license agreements, debt instruments or other commitments to which CORP is a party or by which it or any of its patents, assets, products, technology, or properties are bound other than those incurred in the ordinary course of business (as used in this Agreement, a "material" contract, agreement, franchise, license agreement, debt instrument or commitment is one which (i) will remain in effect for more than six (6) months after the date of this Agreement or (ii) involves aggregate obligations of at least twenty five thousand dollars ($25,000);
Contracts. (1) As of the date hereof, neither the Company nor any of its Subsidiaries is a party to, and none of their respective properties or other assets is subject to, any Contract that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (a “Material Contract”). None of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto is in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto under) any Contract to which it is a party or by which it or any of its properties or other assets is bound, except for violations or defaults that individually or in the aggregate have not had and would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has entered into any Contract that is currently in effect that is required to be disclosed pursuant to Item 404 of Regulation S-K of the SEC.
Contracts. The execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated will not (A) result in a breach or violation of any of the terms and provisions of, or constitute a default under, any law, order, rule or regulation to which the Company or any subsidiary is subject, or by which any property or asset of the Company or any subsidiary is bound or affected, except to the extent that such conflict, breach or default is not reasonably likely to result in a Material Adverse Effect, (B) conflict with, result in any violation or breach of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) (a “Default Acceleration Event”) of, any agreement, lease, credit facility, debt, note, bond, mortgage, indenture or other instrument (the “Contracts”) or obligation or other understanding to which the Company or any subsidiary is a party or by which any property or asset of the Company or any subsidiary is bound or affected, except to the extent that such conflict, default, or Default Acceleration Event is not reasonably likely to result in a Material Adverse Effect, or (C) result in a breach or violation of any of the terms and provisions of, or constitute a default under, the Company’s Certificate of Incorporation or by-laws.