Material Contracts Sample Clauses

Material Contracts. Perform and observe all the terms and provisions of each Material Contract to be performed or observed by it, maintain each such Material Contract in full force and effect, enforce each such Material Contract in accordance with its terms, take all such action to such end as may be from time to time requested by the Administrative Agent and, upon request of the Administrative Agent, make to each other party to each such Material Contract such demands and requests for information and reports or for action as any Loan Party or any of its Subsidiaries is entitled to make under such Material Contract, and cause each of its Subsidiaries to do so, except, in any case, where the failure to do so, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Material Contracts. (a) Section 4.17(a) of the Company Disclosure Schedule sets forth a list (in effect as of the date of this Agreement) of each of the following Contracts (and each amendment or modification thereto), excluding purchase order and sales orders made in the ordinary course of business consistent with past practices: (i) pension, profit sharing, equity option, employee equity purchase, bonus or other plan or Contract of the Company or any of its Subsidiaries providing for deferred or other compensation to employees, former employees or consultants, or any collective bargaining agreement or other Contract of the Company or any of its Subsidiaries with any labor union; (ii) Contract for the employment of any officer, individual employee or other Person relating to the Company or any of its Subsidiaries on a full-time, part-time, consulting or other basis or relating to loans to members, managers, officers, directors or affiliates of the Company or any of its Subsidiaries; (iii) Contract under which the Company or any of its Subsidiaries has advanced or loaned or agreed to advance or loan to any other Person amounts exceeding $100,000 in the aggregate, other than (x) from the Company or a Subsidiary in the ordinary course of business, and (y) in connection with the construction of stores pursuant to a lease agreement relating to such Leased Real Property in the ordinary course of business, which is set forth in Section 4.17(a) of the Company Disclosure Schedule but it is understood that such schedule is only current as of August 27, 2005); (iv) Contract of the Company or any of its Subsidiaries relating to borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of the Company and its Subsidiaries; (v) Contract by which the Company or any of its Subsidiaries guarantees, endorses or otherwise becomes or is contingently liable upon the Liability of any other Person (other than by endorsements of instruments in the ordinary course of collection), or guaranties of the payment of dividends or other distributions upon the shares of any other Person; (vi) Contract under which the Company or one of its Subsidiaries is lessee of or holds or operates any property, real or personal, owned by any other Person, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $100,000; (vii) Contract under which the Company or one of its Subsidiar...
Material Contracts. Each contract or agreement to which the Company or any of the Subsidiaries is a party that is material to the Company or any Subsidiary (a "Material Contract"), or that is between the Company or any Subsidiary, on the one hand, and any director, officer or affiliate of the Company, on the other hand (an "Affiliate Contract") is in full force and effect and is enforceable against the parties thereto (including the Company and 18 24 the Subsidiaries) in accordance with its terms and no condition or state of facts exists that, with notice or the passage of time, or both, would constitute a material default by the Company or any Subsidiary or, to the knowledge of the Company, any third party under such Material Contracts. The Company or the applicable Subsidiary and, to the knowledge of the Company, any third party thereto, has duly complied in all material respects with the provision of each Material Contract to which it is a party. An accurate and complete list of each Material Contract and each Affiliate Contract is set forth in Section 3.17 of the Disclosure Schedule, and accurate and complete copies of each Material Contract and each Affiliate Contract have been provided to the Parent. The term Material Contract shall include any agreement, lease, contract, note, mortgage, indenture, arrangement or other obligation (or any series of related agreements, lease, contracts, notes, mortgages, indentures, arrangements or other obligations) entered into by the Company or any of its Subsidiaries (i) of a nature which would be required to be included as an Exhibit in a registration statement filed with the SEC under the Securities Act, pursuant to Item 601(b)(10) of Regulation S-K (other than this Agreement); (ii) which involves the leasing or rental of any significant portion of the real property currently utilized by the Company or any of the Subsidiaries; (iii) under which the Company or any Subsidiary has incurred or may incur indebtedness for borrowed money; (iv) under which the Company or any Subsidiary is leasing any equipment or other tangible personal property; or (v) which requires the Company or any of its Subsidiaries to expend funds in excess of $100,000 in any one-year period and which is not terminable at will by the Company or its Subsidiary, other than those which relate to the purchase of inventory by the Company or any of its Subsidiary, each of which shall only be deemed a Material Contract in the event that it requires the Company or any of it...
Material Contracts. Schedule 8.15 to the Information Certificate sets forth all Material Contracts to which any Borrower or Guarantor is a party or is bound as of the date hereof. Borrowers and Guarantors have delivered true, correct and complete copies of such Material Contracts to Agent on or before the date hereof. Borrowers and Guarantors are not in breach or in default in any material respect of or under any Material Contract and have not received any notice of the intention of any other party thereto to terminate any Material Contract.
Material Contracts. (a) WWNI has delivered or otherwise made available to TCG true, correct and complete copies of all contracts and agreements (and all amendments, modifications and supplements thereto and all side letters to which WWNI is a party affecting the obligations of any party thereunder) to which WWNI is a party or by which any of its properties or assets are bound that are, material to the business, properties or assets of WWNI taken as a whole, including, without limitation, to the extent any of the following are, individually or in the aggregate, material to the business, properties or assets of WWNI taken as a whole, all: (i) employment, product design or development, personal services, consulting, non-competition, severance, golden parachute or indemnification contracts (including, without limitation, any contract to which WWNI is a party involving employees of WWNI); (ii) licensing, publishing, merchandising or distribution agreements; (iii) contracts granting rights of first refusal or first negotiation; (iv) partnership or joint venture agreements; (v) agreements for the acquisition, sale or lease of material properties or assets or stock or otherwise entered into since December 31, 1999; (vi) contracts or agreements with any Governmental Entity. and (vii) all commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 4.1 hereof, the "WWNI Contracts"). WWNI is not a party to or bound by any severance, golden parachute or other agreement with any employee or consultant pursuant to which such person would be entitled to receive any additional compensation or an accelerated payment of compensation as a result of the consummation of the transactions contemplated hereby.
Material Contracts. Section 4.19 of the Company Disclosure Letter sets forth a list of all (i) Contracts for borrowed money or guarantees thereof, (ii) Contracts containing non-compete covenants restricting the business activities of the Company or its Subsidiaries and (iii) Contracts for indebtedness payable to the Company or any of its Subsidiaries from any officers or directors or affiliates (other than the Company's Subsidiaries). All Contracts to which the Company or any of its Subsidiaries is a party, or by which any of their respective assets are bound, are valid and binding, in full force and effect and, to the Company's knowledge, enforceable against the parties thereto in accordance with their respective terms, except where the failure to be so valid and binding, in full force and effect or enforceable, individually or in the aggregate, would not have a Material Adverse Effect. Except as set forth in Section 4.19 of the Company Disclosure Letter, there is not under any such Contract, any existing default, or event, which after notice or lapse of time, or both, would constitute a default, by the Company or any of its Subsidiaries, or to the Company's knowledge, any other party, other than any such defaults or events which, individually or in the aggregate, would not have a Material Adverse Effect. As of the date hereof, the Company has no outstanding indebtedness for borrowed money and has not incurred any indebtedness under the Loan and Security Agreement, dated April 20, 1999, between Greyrock Capital, a Division of NationsCredit Commercial Corporation and the Company (the "Loan Agreement").
Material Contracts. Other than as set forth in the SEC Documents, neither the Company nor any of its Subsidiaries is party to, and none of their respective properties or assets are bound by, a Material Contract. Each Material Contract set forth in the SEC Documents is in full force and effect, and is a legal, valid and binding agreement of the Company and/or its Subsidiaries, as applicable, and, to the Company’s Knowledge, the other parties thereto, subject only to the General Enforceability Exceptions. There is no material default or breach by the Company and/or any of its Subsidiaries, as applicable, with respect to any such Material Contract or, to the Company’s Knowledge, any other party thereto, and no event has occurred which, with notice or lapse of time or both, would constitute a material breach or default or would permit termination, material modification or acceleration thereof by any party to such Material Contract. Neither the Company nor any of its Subsidiaries has not waived any material rights under any such Material Contract. Neither the Company nor any of its Subsidiaries has received written notice of the intention of any third party under any such Material Contract to cancel, terminate or materially modify the terms of any such Material Contract, or accelerate the obligations of the Company or any of its Subsidiaries, as applicable, thereunder. There are no current or pending financing arrangements or assignments of proceeds with respect to any such Material Contract.
Material Contracts. An accurate, current and complete copy of each of the Material Contracts has been furnished to Lender, and each of the Material Contracts constitutes the entire agreement of the respective parties thereto relating to the subject matter thereof. There are no outstanding offers, bids, proposals or quotations made by any Credit Party which, if accepted, would create a Material Contract with any Credit Party. Each of the Material Contracts is in full force and effect and is a valid and binding obligation of the parties thereto in accordance with the terms and conditions thereof. To the best knowledge of each Credit Party, all obligations required to be performed under the terms of each of the Material Contracts by any party thereto have been fully performed by all parties thereto, and no party to any Material Contracts is in default with respect to any term or condition thereof, nor has any event occurred which, through the passage of time or the giving of notice, or both, would constitute a default thereunder or would cause the acceleration or modification of any obligation of any party thereto or the creation of any Lien, claim, charge or other encumbrance upon any of the assets or properties of any Credit Party. Further, no Credit Party has received any notice, nor does any Credit Party have any knowledge, of any pending or contemplated termination of any of the Material Contracts and, no such termination is proposed or has been threatened, whether in writing or orally.
Material Contracts. 30 (m) General . . . . . . . . . . . . . . . . . . . . . 30 SECTION 6.02.
Material Contracts. Each of the Borrower, the other Obligors and their respective Subsidiaries that is a party to any Material Contract is in compliance with all of the material terms of such Material Contract, and no default or event of default, or event or condition which with the giving of notice, the lapse of time, or both, would constitute such a default or event of default, exists with respect to any such Material Contract.