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SPF » Topics » Section 3.18 Contracts; Debt Instruments

This excerpt taken from the SPF DEFA14A filed May 27, 2008.

Section 3.18 Contracts; Debt Instruments

 

  (a) All Contracts to which the Company or its Subsidiaries is a party or is bound or to which any of their respective properties or assets is subject that are required pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act to be filed as an exhibit to any SEC Document has been filed as an exhibit to an SEC Document (each such Contract, a “Material Contract”).

 

  (b) None of the Company, its Subsidiaries and, to the Knowledge of the Company, none of the other parties to any of the Material Contracts has terminated any such Material Contract, except as to the extent they have previously expired or terminated in accordance with their terms.

 

  (c) Except as set forth in Schedule 3.18(c), each Material Contract is a legal, valid, binding and enforceable agreement (assuming due authorization, execution and delivery by the other parties thereto, and except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law)) of the Company or one of its Subsidiaries, as applicable, and is in full force and effect, except to the extent they have previously expired or terminated pursuant to their terms or for any invalidity or failure to be in effect would not reasonably be expected to have (individually or in the aggregate) a Material Adverse Effect. Except for defaults arising under the Debt Documents that have been waived until August 14, 2008, neither the Company nor any such Subsidiary or, to the Knowledge of the Company, any other party thereto, is in material default or material breach under the terms of, or has provided any notice of any intention to terminate or modify, any Material Contract, and, to the Knowledge of the Company, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute a material breach thereof or a material default thereunder or would result in a termination, modification, acceleration or vesting of any material rights or obligations or loss of material benefits thereunder.

 

  (d) No Consent of any third party is required under any Material Contract as a result of or in connection with, and the terms and enforceability of any Material Contract will not be affected by, the execution, delivery and performance of this Agreement or the Transactions. Complete and correct copies of each Material Contract (including all waivers thereunder) have been made available to the Investor.
This excerpt taken from the SPF 8-K filed May 27, 2008.

Section 3.18 Contracts; Debt Instruments

 

  (a) All Contracts to which the Company or its Subsidiaries is a party or is bound or to which any of their respective properties or assets is subject that are required pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act to be filed as an exhibit to any SEC Document has been filed as an exhibit to an SEC Document (each such Contract, a “Material Contract”).

 

  (b) None of the Company, its Subsidiaries and, to the Knowledge of the Company, none of the other parties to any of the Material Contracts has terminated any such Material Contract, except as to the extent they have previously expired or terminated in accordance with their terms.

 

  (c) Except as set forth in Schedule 3.18(c), each Material Contract is a legal, valid, binding and enforceable agreement (assuming due authorization, execution and delivery by the other parties thereto, and except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law)) of the Company or one of its Subsidiaries, as applicable, and is in full force and effect, except to the extent they have previously expired or terminated pursuant to their terms or for any invalidity or failure to be in effect would not reasonably be expected to have (individually or in the aggregate) a Material Adverse Effect. Except for defaults arising under the Debt Documents that have been waived until August 14, 2008, neither the Company nor any such Subsidiary or, to the Knowledge of the Company, any other party thereto, is in material default or material breach under the terms of, or has provided any notice of any intention to terminate or modify, any Material Contract, and, to the Knowledge of the Company, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute a material breach thereof or a material default thereunder or would result in a termination, modification, acceleration or vesting of any material rights or obligations or loss of material benefits thereunder.

 

  (d) No Consent of any third party is required under any Material Contract as a result of or in connection with, and the terms and enforceability of any Material Contract will not be affected by, the execution, delivery and performance of this Agreement or the Transactions. Complete and correct copies of each Material Contract (including all waivers thereunder) have been made available to the Investor.

EXCERPTS ON THIS PAGE:

DEFA14A
May 27, 2008
8-K
May 27, 2008

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