No Breach of Material Contracts Clause Samples
The "No Breach of Material Contracts" clause serves to confirm that a party has not violated any significant agreements to which it is bound. In practice, this clause requires the party to represent and warrant that it is in full compliance with all major contracts, such as key supplier, customer, or financing agreements, and that no events have occurred that would constitute a default or breach under those contracts. Its core function is to assure the other party that entering into the current agreement will not be jeopardized by undisclosed breaches elsewhere, thereby reducing the risk of hidden liabilities or disruptions.
No Breach of Material Contracts. All Material Contracts are in the written form previously provided or made available to Parent. Company has performed all of the material obligations required to be performed by it as of the date hereof and is entitled to all benefits under, and, to Company's knowledge, is not alleged to be in material breach or default in respect of any Material Contract. To Company's knowledge, each of the Material Contracts is in full force and effect, unamended except as provided or made available to Parent, and there exists no default or event of default or event, occurrence, condition or act, with respect to Company or, to Company's knowledge, with respect to the other contracting party, which, with the giving of notice, the lapse of the time or the happening of any other event or conditions, would become a default or event of default under any Material Contract or would give any Person the right to exercise any remedy, or the right to any rebate, chargeback, penalty or change in delivery schedule, except to the extent such defaults, remedies, penalties or changes have not had and would not be reasonably expected to have a Material Adverse Effect on Company.
No Breach of Material Contracts. The Target has performed all of the obligations required to be performed by it and is entitled to all benefits under, and, to Target's knowledge, is not alleged to be in default in respect of any material contract, except where the default would not and could not be expected to have a Material Adverse Effect on Target. Each of the material contracts is in full force and effect, unamended, and there exists no default or event of default or event, occurrence, condition or act, with respect to Target or to Target's knowledge with respect to the other contracting party, or otherwise that, with or without the giving of notice, the lapse of the time or the happening of any other event or conditions, could reasonably be expected to (A) become a default or event of default under any material contract, which default or event of default could reasonably be expected to have a Material Adverse Effect on Target or (B) result in the loss or expiration of any material right or option by Target (or the gain thereof by any third party) under any material contract or (C) the release, disclosure or delivery to any third party of any part of the source code. True, correct and complete copies of all material contracts have been delivered to the Acquiror.
No Breach of Material Contracts. The Target has performed all of the ------------------------------- obligations required to be performed by it and is entitled to all benefits under, and is not alleged to be in default in respect of any Material Contract. Each of the Material Contracts is in full force and effect, unamended, and there exists no default or event of default or event, occurrence, condition or act, with respect to Target or to Target's knowledge with respect to the other contracting party, which, with the giving of notice, the lapse of the time or the happening of any other event or conditions, would become a default or event of default under any Material Contract. True, correct and complete copies of all Material Contracts have been delivered to the Acquiror.
No Breach of Material Contracts. All Material Contracts are in written form. The Company has in all material respects performed the obligations required to be performed by it and is entitled to all benefits under, and to its knowledge, is not alleged to be in default in respect of, any Material Contract. Each of the Material Contracts is in full force and effect, and there exists no default or event of default or event, occurrence, condition or act, with respect to the Company or, to the knowledge of the Company, with respect to the other contracting party, which, with the giving of notice, the lapse of time or the happening of any other event or conditions, would reasonably be expected to become a default or event of default under the terms of any Material Contract. True, correct and complete copies of all Material Contracts have been delivered to the Parent.
No Breach of Material Contracts. Each of Company and its ------------------------------- subsidiaries has performed all of the material obligations required to be performed by it and is entitled to all accrued benefits under, and, to Company's knowledge, is not alleged to be in default in any material respect of any Material Contract. Each of the Material Contracts is in full force and effect, and there exists no default or event of default or event, occurrence, condition or act, with respect to Company or any of its subsidiaries or to Company's knowledge with respect to the other contracting party, which, with the giving of notice, the lapse of the time or the happening of any other event or conditions, would become a default or event of default under any Material Contract. Company has provided true and complete copies of all Material Contracts to Parent.
No Breach of Material Contracts. The Target has performed all of the material obligations required to be performed by it, and is not in default in any material respect under, any Material Contract. Each of the Material Contracts is (as to Target) in full force and effect, unamended, and there exists no default or event of default or event, occurrence, condition or act, with respect to Target or to Target's knowledge with respect to the other contracting party, or otherwise that, with or without the giving of notice, the lapse of the time or the happening of any other event or conditions, would reasonably be expected to (a) become a material default or event of default under any Material Contract, (b) result in the loss or expiration of any material right or option by Target (or the gain thereof by any third party) under any Material Contract or (c) result in the release, disclosure or delivery to any third party of any Source Materials. True, correct and complete copies of all Material Contracts have been delivered to the Acquiror.
No Breach of Material Contracts. Corporation has performed all of the obligations required to be performed by it and is entitled to all benefits under, and is not alleged to be in default of any Material Contract to which it is a party. Each of the Material Contracts is in full force and effect, unamended, and there exists no default or event of default or event, occurrence, condition or act (including the purchase of the Purchased Shares) which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default under any Material Contract. True, correct and complete copies of all Material Contracts have been delivered to Purchaser.
No Breach of Material Contracts. Each Purchased Company has performed all of the material obligations required to be performed by it under the Material Contracts in all material respects. To the knowledge of the Sellers, no Purchased Company has received written notice alleging that it is in default of any Material Contract to which it is a party. Each of the Material Contracts is in full force and effect, and there exists no material default or event, occurrence, condition or act (including the transactions contemplated herein) which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a material default or event of default of any Purchased Company or, to the knowledge of the Sellers, any Purchased Company’s counterparty under any Material Contract. True, correct and complete copies of all Material Contracts have been delivered to the Purchaser.
No Breach of Material Contracts. Except as would not have a Company Material Adverse Effect, (i) Company has performed all of the material obligations required to be performed by it and is entitled to all benefits under, and is not alleged to be in material breach or default in respect of any contract or agreements (A) listed in Section 2.18 of the Company Disclosure Schedule or (B) filed as exhibits to the Company SEC Documents (collectively the “Material Contracts”), and (ii) each of the Material Contracts is in full force and effect, unamended, and there exists no default or event of default or event, occurrence, condition or act, with respect to Company or, to Company’s Knowledge, with respect to the other contracting party, which, with the giving of notice, the lapse of the time or the happening of any other event or conditions, would become a default or event of default under any Material Contract.
No Breach of Material Contracts. Except as would not have a Parent Material Adverse Effect, (i) Parent has performed all of the material obligations required to be performed by it and is entitled to all benefits under, and is not alleged to be in material breach or default in respect of any contract or agreements listed in Schedule 3.18 of the Parent Disclosure Schedule (the “Parent Material Contracts”) and (ii) each of the Parent Material Contracts is in full force and effect, unamended, and there exists no default or event of default or event, occurrence, condition or act, with respect to Parent or, to Parent’s Knowledge, with respect to the other contracting party, which, with the giving of notice, the lapse of the time or the happening of any other event or conditions, would become a default or event of default under any Parent Material Contract.