Common use of Company Material Contracts Clause in Contracts

Company Material Contracts. (a) Other than as set forth in the exhibits to the Company SEC Reports filed with the SEC and publicly available prior to the date of this Agreement, Section 4.19(a) of the Company Disclosure Schedule sets forth a true and complete list of all Company Material Contracts as of the date hereof. A true and complete copy of each Company Material Contract, as of the date of this Agreement, has been made available by the Company to Parent prior to the date of this Agreement. Each Company Material Contract is legal, valid, binding and enforceable on the Company and each Company Subsidiary that is a party thereto, and, to the Company’s Knowledge, on each other Person party thereto, and is in full force and effect except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). (b) Neither the Company nor any Company Subsidiary is, and, to the Company’s Knowledge, no other party to a Company Material Contract 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 under) any Company Material Contract to which it is a party or by which any of its properties or 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 Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received written, or to the Company’s Knowledge, oral notice of any material violation of, or material default under, any Company Material Contract.

Company Material Contracts. (a) Other than as set forth in the exhibits to the Company SEC Reports filed with the SEC and publicly available prior to the date of this Agreement, Section 4.19(a) of the Company Disclosure Schedule sets forth a true true, correct and complete list of all Company Material Contracts as of the date hereof. A true true, complete and complete correct copy of each Company Material Contract, as of the date of this Agreement, has been made available by the Company to Parent prior to the date of this Agreement. Each Company Material Contract is legal, valid, binding and enforceable on the Company and each Company Subsidiary that is a party thereto, and, to the Company’s Knowledge, on each other Person party thereto, and is in full force and effect except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). (b) Neither the Company nor any Company Subsidiary is, and, to the Company’s Knowledge, no other party Party to a Company Material Contract 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 under) any Company Material Contract to which it is a party or by which any of its properties or 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 Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received written, or to the Knowledge of the Company’s Knowledge, oral notice of any material violation of, or material default under, any Company Material Contract. (c) As of the date of this Agreement, there is no outstanding Indebtedness of the Company and its Subsidiaries in excess of $10,000,000 in principal amount, other than Indebtedness in the principal amounts identified by instrument in Section 4.19(c) of the Company Disclosure Schedule.

Company Material Contracts. (a) Other than as set forth in the exhibits to the Company SEC Reports filed with the SEC and publicly available prior to the date of this Agreement, Section 4.19(a) of the Company Disclosure Schedule sets forth a true true, correct and complete list of all Company Material Contracts as of the date hereof. A true true, complete and complete correct copy of each Company Material Contract, as of the date of this Agreement, has been made available by the Company to Parent prior to the date of this Agreement. Each Company Material Contract is legal, valid, binding and enforceable on the Company and each Company Subsidiary that is a party thereto, and, to the Company’s Knowledge, on each other Person party thereto, and is in full force and effect except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). (b) Neither the Company nor any Company Subsidiary is, and, to the Company’s Knowledge, no other party Party to a Company Material Contract 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 under) any Company Material Contract to which it is a party or by which any of its properties or 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 Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received written, or to the Company’s Knowledge, oral notice of any material violation of, or material default under, any Company Material Contract. (c) As of the date of this Agreement, there is no outstanding Indebtedness of the Company and the Company Subsidiaries in excess of $10,000,000 in principal amount, other than Indebtedness in the principal amounts identified by instrument in Section 4.19(c) of the Company Disclosure Schedule.

Company Material Contracts. (a) Other than Except as set forth in the exhibits to the Company SEC Reports filed with the SEC and publicly available prior to the date of this Agreement, Section 4.19(a) of the Company Disclosure Schedule sets Schedule, the Company SEC Reports set forth a true true, correct and complete list of all Company Material Contracts as of the date hereof. A true true, complete and complete correct copy of each Company Material Contract, as of the date of this Agreement, has been made available by the Company to Parent prior to the date of this Agreement. Each Company Material Contract is legal, valid, binding and enforceable on the Company and each Company Subsidiary that is a party thereto, and, to the Company’s Knowledge, on each other Person party thereto, and is in full force and effect except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). (b) Neither Except as set forth in Section 4.19(b) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is, and, to the Company’s Knowledge, no other party Party to a Company Material Contract 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 under) any Company Material Contract to which it is a party or by which any of its properties or 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 Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received written, or to the Knowledge of the Company’s Knowledge, oral notice of any material violation of, or material default under, any Company Material Contract. (c) Section 4.19(c) of the Company Disclosure Schedule sets forth (i) a true, correct and complete list of all outstanding Indebtedness of the Company and Company Subsidiaries as of the date set forth therein, other than Indebtedness payable to the Company or a Company Subsidiary, and (ii) the respective principal amounts, interest amounts and other penalties and premiums outstanding thereunder as of the date hereof.

Company Material Contracts. (a) Other than as set forth in the exhibits With respect to the Company SEC Reports filed with Material Contracts of the SEC and publicly Company: (i) The Company has made available prior to the date of this Agreement, Section 4.19(a) of the Company Disclosure Schedule sets forth a Purchaser for inspection true and complete list copies of all Company Material Contracts Contracts. (ii) Except as would not be reasonably expected to be material to the Company and its Subsidiaries, all of the date hereof. A true and complete copy of each Company Material ContractContracts are in full force and effect, as and the Company or one of its Subsidiaries is entitled to all rights and benefits thereunder in accordance with the date of this Agreementterms thereof. The Company or its applicable Subsidiary, has been made available by the Company to Parent prior to the date of this Agreement. Each not waived any rights under a Company Material Contract is legal, valid, binding and enforceable no material default or breach exists in respect thereof on the part of the Company and each Company Subsidiary that is a or its applicable Subsidiary, or to the knowledge of the Company, on the part of any other party thereto, and, to the knowledge of the Company’s Knowledge, on each other Person party theretono event has occurred which, after the giving of notice or the lapse of time or both, would constitute such a default or breach or trigger a right of termination of any of such Company Material Contracts. (iii) All of the Company Material Contracts are valid and is binding obligations of the Company or one of its Subsidiaries, as the case may be, enforceable in full force and effect accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and by general principles subject to the qualification that equitable remedies may only be granted in the discretion of equity (regardless a court of whether enforceability is considered in a proceeding in equity or at Law)competent jurisdiction. (biv) Neither As at the date hereof, neither the Company nor any Company Subsidiary is, and, to the Company’s Knowledge, no other of its Subsidiaries has received written notice that any party to a Company Material Contract is in violation ofContract, intends to cancel, terminate or in default under (nor does there exist any condition which, upon the passage of time otherwise modify or the giving of notice or both, would cause not renew such a violation of or default under) any Company Material Contract to which it is a party or by which any of its properties or 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 Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received written, or to the Company’s Knowledge, oral notice of any material violation of, or material default under, any Company Material Contract, and to the knowledge of the Company, no such action has been threatened.