Contractual Matters. 13.1 Annexed to the Disclosure Letter are true, accurate and complete copies of all the material contracts and other arrangements to which the Company is a party as at the date of this Agreement (the “Material Contracts” and each a “Material Contract”) and all of the Material Contracts are in full force and effect. 13.2 The Company is not in material breach of any Material Contract and nothing has occurred which so far as the Warrantors are aware is likely to result in the Company being in material breach of any Material Contract. So far as the Warrantors are aware, no other party to any Material Contract is in material breach of such contract and nothing has occurred which is likely to result in any such party being in material breach of any Material Contract. No Material Contract is subject to any dispute or claim which could materially adversely affect the operation of the business of the Company nor, so far as the Warrantors are aware, have any circumstances occurred which are likely to result in any such dispute or claim. 13.3 The Company has not received notice of any actual or intended amendment to any material term of any Material Contract which is not included in the copies of those contracts annexed to the Disclosure Letter. 13.4 No other party to a Material Contract has given notice of its intention to terminate, or has otherwise sought to repudiate or disclaim, a Material Contract and the Warrantors are not aware of the invalidity of, or a ground for termination, avoidance, repudiation or material alteration to the terms of, any Material Contract.
Appears in 3 contracts
Sources: Subscription and Shareholders’ Agreement, Subscription and Shareholders’ Agreement (Globoforce LTD), Subscription and Shareholders’ Agreement (Globoforce LTD)