Representations: contracts

59 distinct versions of this provision, from purchase and merger agreements filed with the SEC. Below are 12, each quoted exactly as drafted, each linked to the filing it came from. No two are from the same company.

1. 01

   Assumed Contracts

   Each of the power agreements set forth in Schedule B (collectively, the “ Power Agreements ”) and each of the lease agreements set forth Schedule B (collectively, the “ Lease Agreements ” and together with the Power Agreements, each, an “ Assumed Contract ” and together, the “ Assumed Contracts ”) is in full force and effect and is a legal, valid and binding obligation of Seller enforceable in accordance with its terms (and will continue to be in full force and effect following the consummation of the transactions contemplated hereby). Neither Seller nor, to Knowledge of Seller, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under), any Assumed Contract. There has not been any notice or threat to terminate any Assumed Contract. No event has occurred which (with or without notice or lapse of time or both) constitutes a breach or default in any material respect of, or permits termination, modification or acceleration of payment or requires any payment under, any Assumed Contract. Correct and complete copies of (i) each Assumed Contract, (ii) all material correspondence related to the Assumed Contracts, and (iii) all material documents relating to the Assumed Contracts, all Licenses, all environmental assessment reports (such as Phase I and Phase II reports) and any other environmental studies in Seller’s possession relating to the Leased Real Property or any Purchased Assets have been made available to Buyer

   CLEANSPARK, INC. (CLSK) (CIK 0000827876) · filed 2024-06-20 · read the filing · this wording recurs in 6 agreements we hold

2. 02

   Assumed Contracts

   (a) Except as set forth in Section 3.1.6 of the Seller Disclosure Schedule, as of the date of this Agreement, there are no Contracts, other than the Assumed Contracts, (i) to which Seller is bound that are exclusively related to the Specified Programs or (ii) to which any of the Transferred Assets are subject. (b) The Assumed Contracts are legal, valid and binding agreements of Seller and are in full force and effect and are enforceable against Seller and, to Seller’s Knowledge, each other party thereto, in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general application affecting or relating to the enforcement of creditors rights generally, and subject to equitable principles of general applicability, whether considered in a proceeding at Law or in equity. Seller has performed all material obligations required to be performed by it to date under the Assumed Contracts, and Seller is not and will not be (with or without notice or lapse of time, or both) in breach or default in any material respect A-15 TABLE OF CONTENTS thereunder and, as of the date of this Agreement, to Seller’s Knowledge, no other party to any Assumed Contract is (with or without notice or lapse of time, or both) in breach or default in any material respect thereunder. As of the date of this Agreement, Seller has not received any written notice of intention to terminate any Assumed Contract or of any claim of material breach with respect to the performance of Seller’s obligations under any Assumed Contract

   Atreca, Inc. (CIK 0001532346) · filed 2024-04-22 · read the filing · this wording recurs in 4 agreements we hold

3. 03

   Contracts

   Neither Cyclerion nor its Subsidiary is a party to any material Contract pursuant to which (i) Cyclerion or its Subsidiary has granted to any Third Party a license, covenant not to sue, option, or other right with respect to any Purchased Intellectual Property; and (ii) any Third Party has granted to Cyclerion or any of its Affiliates a license, covenant not to sue, option or other right with respect to any Purchased Intellectual Property. Cyclerion has made available to Buyer true and complete copies of each of Assumed Contract (including all amendments and modifications, extensions, and renewals thereof and waivers thereunder). Cyclerion has not provided to or received from any other party to any Assumed Contract written notice of any material breach or default under any Assumed Contract. Cyclerion has not given any written notice of termination of any Assumed Contract to a Third Party that is a party thereto and has not received any written notice of termination of any Assumed Contract from any such Third Party that is a party thereto

   Cyclerion Therapeutics, Inc. (CYCN) (CIK 0001755237) · filed 2023-06-09 · read the filing · this wording recurs in 3 agreements we hold

4. 04

   Material Contracts

   Schedule 3.8.1 sets forth a true, correct and complete list of each of the following Contracts (whether written or oral) under which the Sellers currently have any obligations or liabilities in the conduct of the Business (together with Real Property Leases listed in Schedule 3.13.1 , collectively, the “ Material Contracts ”), true, correct and complete copies of which have been made available to the Purchaser at least five (5) Business Days prior to the date hereof: (a) any partnership, joint venture, or other similar Contract or arrangement currently in effect, or any Contract relating to the acquisition or disposition of a business enterprise (whether by merger, sale of stock, sale of assets, or otherwise) that have been consummated and under which there remain any continuing obligations or rights or that remain in effect but have not yet been consummated, or any other Contract under which such Seller has any Liability with respect to an “earn-out,” contingent purchase price, deferred purchase price or similar contingent payment obligation; A- 18 (b) any Contract for Indebtedness (in any case, whether incurred, assumed, guaranteed, or secured by any asset) which, individually, is in excess of $25,000, other than Contracts relating to trade payables; (c) any Contract with either a Material Customer or a Material Supplier; (d) any Contract that limits such Seller from marketing, selling, or otherwise promoting or providing its services in any geographic area; (e) any Contract that involves standstill or similar arrangements pursuant to which such Seller has agreed not to pursue one or more types of business transactions with any Person; (f) any Contract that contains any exclusivity right in favor of a third party, including any obligation to purchase goods or services exclusively from or refer parties exclusively to any third party; (g) any Contract under which “most favored nation” pricing provisions or any similar provision requiring that a third party be offered terms or concessions at least as favorable as those offered to one or more Persons; (h) any Contract with (i) any Seller Party or any of their respective Affiliates (other than the Seller) or (ii) any manager, member, director or officer of a Seller (other than for employment on customary terms), other than Contracts that will be terminated as of the Closing; (i) any employment Contract, other t […]

   American Virtual Cloud Technologies, Inc. (CIK 0001704760) · filed 2022-02-14 · read the filing · this wording recurs in 2 agreements we hold

5. 05

   Contracts

   (a) Section 5.8 of the Seller Disclosure Schedule sets forth a true and complete list, organized by the applicable subcategory set forth below, of each of the following Contracts that are primarily related to the Product (such Contracts, the “ Material Contracts ”): (i) (A) any Contract relating to the acquisition or disposition by Seller of any operating business or assets or (B) any Contract under which Seller has any indemnification or other obligations, other than any such Contracts entered into in the ordinary course of business consistent with past practice (with such ordinary course Contracts including clinical trial agreements, service agreements and research and development agreements with universities and other academic institutions); (ii) (A) any guaranty, surety or performance bond or letter of credit issued or posted, as applicable, by Seller and applicable to the Purchased Assets or (B) any Contract evidencing debt of Seller or providing for the creation of or granting any Encumbrance upon any of the Purchased Assets; (iii) any Contract (A) creating or purporting to create any partnership or joint venture or any sharing of profits or losses by Seller with any third party; or (B) any Contract that provides for “earn-outs” or other contingent payments by or to Seller; A-24 TABLE OF CONTENTS (iv) any Contract under which any Governmental Authority has any material rights or that requires Consent from or notice to a Governmental Authority; (v) any Contract (A) containing covenants restricting or purporting to restrict competition which, in either case, have, would have or purport to have the effect of prohibiting Seller in any geographic area or other jurisdiction; (B) in which Seller has granted “exclusivity” or that requires Seller to deal exclusively with, or grant exclusive rights or rights of first refusal to, any customer, vendor, supplier, distributor, contractor or other Person; (C) containing a “most-favored-nation,” best pricing or other similar term or provision by which another party to such Contract or any other Person is, or would become, entitled to any benefit, right or privilege which, under the terms of such Contract, must be at least as favorable to such party as those offered to another Person; or (D) containing any “non-solicitation” or “no-hire” provisions or covenants running in favor of another Person operating in the indust […]

   Coherus BioSciences, Inc. (CHRS) (CIK 0001512762) · filed 2025-01-14 · read the filing · this wording recurs in 2 agreements we hold

6. 06

   Material Contracts

   (a) Section 4.07(a) of the Disclosure Schedules lists each of the following Contracts (x) by which any of the Purchased Assets are bound or affected or (y) to which Seller or any Seller Affiliate is a party or by which any of them is bound in connection with the Business or the Purchased Assets (such Contracts, together with all Intellectual Property Agreements set forth in Section 4.09(b) of the Disclosure Schedules, being “ Material Contracts ”): (i) all Contracts pursuant to which Seller or any Seller Affiliate exploits the Commercial Rights, including, without limitation, any sub-license agreements, sub-distribution agreements, production services agreements, agreements with actors involved in any Program, Contracts providing for financing arrangements in respect of any Program, or other agreements; and (ii) all Contracts pursuant to which Seller or any Seller Affiliate partners with one or more counterparties to market, source, curate and/or distribute any Program through (A) existing or emerging digital home entertainment platforms, (B) physical media, (C) linear television, (D) theatrical distribution, (E) books, and/or (F) merchandise; (iii) all Contracts between Seller or any Seller Affiliate and any customer who provided ten percent (10%) or more of Seller’s accounts receivable or annual revenues during either of the two fiscal years ended December 31, 2023 or December 31, 2022, based on the applicable Audited Financial Statements; A-17 TABLE OF CONTENTS ​ ​ (iv) all Contracts between Seller or any Seller Affiliate, on the one hand, and the Key Man, on the other hand, if such Contract is material to the Business; (v) all Contracts between or among Seller or any Seller Affiliate and any guild, union or collective bargaining organization (including, without limitation, the Screen Actors Guild-American Federation of Television and Radio Artists is an American, the Directors Guild of America, the Writers Guild of America, the Producers Guild of America, the International Alliance of Theatrical Stage Employees, or any music performance or publishing guild (each, a “ Guild ”)) with respect to the production or distribution of any Program; (vi) the License Agreement, the Funding Agreement, and each other existing Contract between Seller or any of Seller Affiliate and Buyer; and (vii) all other Contracts that are material to the Purchased Assets and not pr […]

   Chosen, Inc. (CIK 0001733443) · filed 2024-05-13 · read the filing · this wording recurs in 2 agreements we hold

7. 07

   Material Contracts

   Except as set forth in Schedule 3.10, Seller is not a party to any of the following Contracts (collectively, the “ Material Contracts ”): (A) any Contract with any labor union; (B) employment or consulting Contract or other Contract for services involving a payment of more than $10,000 annually; (C) lease, whether as lessee or lessor, with respect to any property, real or personal, involving a payment of more than $10,000 annually; (D) loan agreement or instrument relating to any indebtedness; (E) Contract with respect to any subscription, products or services sold by Seller and which have been prepaid to Seller; (F) Contract of purchase or sale involving more than $10,000; (G) Contract with any agent, dealer or distributor that is necessary for the continued operation of the Business as currently conducted; 11 (H) stand-by letter of credit, guarantee or performance bond involving more than $10,000; (I) Contract restricting the ability of Seller from freely engaging in any business or competing anywhere in the world; or (J) other Contract, except insubstantial Contracts for supplies or services not involving more than $10,000 and which can be terminated within one year without cost. Except as set forth in Schedule 3.10 or as would not have a Material Adverse Effect, Seller is not a party to any Material Contract with any Governmental Authority. Each Material Contract listed in Schedule 3.10 is in full force and effect and is valid and enforceable by Seller in accordance with its terms, except as enforceability may be affected by bankruptcy, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Seller is not in default in the observance or the performance of any term or obligation to be performed by it under any Material Contract, except where such default has not had or would not be reasonably likely to have a Material Adverse Effect. To the best of Seller’s knowledge, no other person is in default in the observance or the performance of any term or obligation to be performed by it under any Material Contract with Seller

   iCoreConnect Inc. (ICNP, ICCRW) (CIK 0001408057) · filed 2023-03-23 · read the filing · this wording recurs in 2 agreements we hold

8. 08

   Customer Account Contracts

   (a) Exhibit A. lists as of the date hereof, and Seller has made available to Buyer true, correct and complete copies of each of the Customer Account contracts (each, a “ Customer Account Contract ”) to which Seller is a party. (b) (i) each Customer Account Contract is valid and binding on Seller that is a party thereto and, to the Knowledge of Seller, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except to the extent enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally, and to general equitable principles, and unless expired or terminated in accordance with its terms; (ii) Seller and, to the Knowledge of Seller, each other party thereto, have performed and complied with all obligations required to be performed or complied with by them under each Customer Account Contract; and (iii) there is no Default under any Customer Account Contract by Seller or, to the Knowledge of Seller, by any other party, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a Default thereunder by Seller or, to the Knowledge of Seller, by any other party thereto. Page 5 Section 2.7. Brokers; Certain Expenses. No agent, broker, investment banker, financial advisor or other firm or Person, whose fees and expenses shall be paid solely by Seller, is or shall be entitled to receive any brokerage, finder’s, financial advisor’s, transaction or other fee or commission in connection with this Agreement or the transactions contemplated hereby based upon agreements made by or on behalf of Seller. Section 2.8. Independent Investigation; Non-reliance. Seller represents that no representations or warranties have been made to Seller by Buyer other than the representations and warranties contained in this Agreement and that, in entering into the transactions contemplated by this Agreement, Seller is not relying upon any information other than that contained in this Agreement and the results of its own independent investigation

   MOBIVITY HOLDINGS CORP. (MFON) (CIK 0001447380) · filed 2024-11-26 · read the filing · this wording recurs in 2 agreements we hold

9. 09

   Contracts

   To Seller’s knowledge, and except for this Agreement, any Permitted Exceptions, any contracts provided to Purchaser and any documentation related to existing financing on the Property, (i) there are no contracts entered into by Seller or its agents relating to the ownership, management, parking, operation, maintenance or repair of the Property (ii) Seller or its agents have not entered into any contracts for the sale, lease, assignment, exchange or transfer of the Property or any portion thereof, or contracts or other material obligations currently in effect, creating or imposing any burdens, obligations or restrictions on the use or operation of the Property and the business conducted thereon and (iii) there are no contracts, agreements, liabilities, claims or obligations of any kind or nature relating to the Property to which the Property or the Seller will be bound following the Closing. 9 5.4 Condemnation. Seller has no knowledge of any pending or contemplated condemnation proceedings affecting all or any part of the Real Property

   LMP Automotive Holdings, Inc. (CIK 0001731727) · filed 2022-08-10 · read the filing · this wording recurs in 2 agreements we hold

10. 10

    Non-Assignable Contracts

    If any of the Assigned Contracts is not assignable or transferable to Cardurion (each, a “ Non-Assignable Contract ”), either as a result of the provisions thereof or applicable Law on or prior to the Closing Date, then, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Assignable Contract. For a period of [**] following the Closing, Imara shall cooperate with Cardurion in any reasonable arrangement designed to provide Cardurion with all of the benefits of, subject to Cardurion’s assumption of any related obligations under, any Non-Assignable Contracts as if the appropriate consents and approvals had been obtained, including, to the extent permitted under any such Non-Assignable Contracts (including by means of any subcontracting, sublicensing or subleasing arrangement)

    IMARA Inc. (ELVN) (CIK 0001672619) · filed 2022-09-23 · read the filing · this wording recurs in 2 agreements we hold

11. 11

    Contracts

    To the best of Seller’s knowledge, there are no Contracts with any person or entity relating to the Property which must be assumed by Buyer (or which will be deemed assumed by the Buyer upon the Buyer becoming the owner of the Property), other than the Permitted Title Exceptions

    TILT Holdings Inc. (TLLTF) (CIK 0001761510) · filed 2022-06-03 · read the filing · this wording recurs in 2 agreements we hold

12. 12

    Material Contracts

    (a) Section 3.10(a) of the Disclosure Schedules sets forth a true, complete and correct list (subsections of the Disclosure Schedules are numbered to correspond to the subsections of this Section 3.10(a)) of all of the following Contracts to the extent such Contracts are exclusively used in the Business, or will otherwise be Assigned Contracts, and to which Seller or any of its Affiliates is a party: (i) all Contracts that relate to equipment or personal property located at the Assigned Locations, the purchase of sale or inventory, accounts receivable, raw materials, commodities, supplies, goods, products, or for the furnishing or receipt of services, in each case, the performance of which will extend over a period of more than six months from the date of such Contract or that involve payments to or from Seller anticipated to be in excess of $50,000 in any one calendar year; (ii) all Contracts with customers, payors or vendors that involve payments to or from Seller or its Affiliate anticipated to be in excess of $50,000 in any one calendar year; (iii) all Contracts with other service providers related to the collection of laboratory tests and forwarding such results for Testing, that involve payments to or from Seller anticipated to be in excess of $50,000 in any one calendar year; (iv) any Contracts with any vendor that provides services relating to billing, coding and/or reimbursement; (v) all Contracts with IOPs (each of which agreements describes the services being provided by the IOP), that involve payments to or from Seller or its Affiliate anticipated to be in excess of $50,000 in any one calendar year; Annex A-28 Table of Contents (vi) all Contracts pursuant to which Seller or its Affiliate (x) licenses any Intellectual Property to another Person and (y) licenses any Intellectual Property from another Person, except for agreements pertaining to commercially available, mass-market software, that involve payments to or from Seller anticipated to be in excess of $50,000 in any one calendar year, licenses that are merely appurtenant to Contracts for purchased or leased equipment to permit the intended use of such equipment, or licenses granted to customers, contractors, consultants, or vendors in the Ordinary Course of Business; (vii) the Real Property Leases; (viii) any Contracts (pending or executed) relating to the acquisition or disposition of (A) a […]

    ENZO BIOCHEM INC (ENZ) (CIK 0000316253) · filed 2023-04-24 · read the filing