Status of Contracts and Leases Sample Clauses
Status of Contracts and Leases. Except as set forth in Schedule 5.31, each of the leases, contracts and other agreements listed in Schedules 5.17, 5.19, 5.20, 5.22, 5.24, and 5.29, (collectively, the “Company Agreements”) constitutes a legal, valid, binding and enforceable obligation of the parties thereto and is in full force and effect and (except for those Company Agreements which by their terms shall expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof) the Contemplated Transactions shall not have an Adverse Effect on the Company Agreements and they shall continue in full force and effect thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. The Company has fulfilled and performed in all material respects its obligations under each of the Company Agreements, and the Company is not in, or alleged to be in, breach or default under, nor is there or is there alleged to be any basis for termination of, any of the Company Agreements and, to the Knowledge of the Sellers, no other party to any of the Company Agreements has breached or defaulted thereunder, and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by the Company or, to the Knowledge of the Sellers, by any such other party. The Company is not currently renegotiating any of the Company Agreements or paying liquidated damages in lieu of performance thereunder. None of the Company Agreements contains terms unduly burdensome or harmful to the Company, nor requires or would require the payment of a penalty, termination fee or payment in lieu of performance upon the expiration or termination of such Agreement.
Status of Contracts and Leases. Each of the WIP Contracts, the Other Work-in-Process Contracts, the Other Agreements, the Plate Roll Contract, the Corrosion Specialties Contract, and the other contracts and agreements listed on Schedule 4.13 (collectively, the "▇▇▇▇▇ Agreements"), constitutes a legal, valid, binding and enforceable obligation of the parties thereto and is in full force and effect, and except for those ▇▇▇▇▇ Agreements which by their terms shall expire prior to the Closing Date or are, with the prior written consent of ▇▇▇▇▇▇▇▇, otherwise terminated prior to the Closing Date in accordance with the provisions thereof, the transactions contemplated in this Agreement shall not have a material adverse effect on the ▇▇▇▇▇ Agreements, and they shall continue in full force and effect thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder, and without the consent, approval or act of, or the making of any filing with, any other Person. Each ▇▇▇▇▇ Party has fulfilled and per-
Status of Contracts and Leases. 1 Each of the Contracts and Leases listed on Schedules 3.15 and 3.16 is valid, binding and enforceable by ADC in accordance with its terms and is in full force and effect, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization, or other laws of general application relating to or affecting creditors' rights generally and except as enforceability may be limited by rules of law governing specific performance, injunctive relief or other equitable remedies. There is no existing default or violation by ADC under any Contract or Lease and no event has occurred which (whether with or without notice, lapse of time or both) would constitute a default of ADC under any Contract or Lease. There is no pending or threatened proceeding which would interfere with the quiet enjoyment of any Real Property of which ADC is lessee or sublessee which is used in the Business.
Status of Contracts and Leases. 1 Each of the Contracts and Leases listed on Schedules 4.17 and 4.18 is valid, binding and enforceable by Sellers in accordance with its terms and is in full force and effect. There is no existing default or violation by Sellers under any Contract or Lease and no event has occurred which (whether with or without notice, lapse of time or both) would constitute a default of Sellers under any Contract or Lease. There is no pending or threatened proceeding which would interfere with the quiet enjoyment of any Real Property of which Thomas or DPM is lessee or su▇▇▇▇▇▇e which is used in the Dental Practice.
Status of Contracts and Leases. 3.17-1 Each of the Contracts and Leases listed on Schedules 3.10, 3.15 and 3.16 is valid, binding and enforceable by TG3 in accordance with its terms and is in full force and effect. There is no existing default or violation by TG3 under any Contract or Lease and no event has occurred which (whether with or without notice, lapse of time or both) would constitute a default of TG3 under any Contract or Lease. There is no pending or threatened proceeding which would interfere with the quiet enjoyment of any Real Property of which TG3 is lessee or sublessee which is used by the Dental Practice.
3.17-2 All other parties to the Contracts and Leases have consented or prior to the Closing will have consented (where such consent is necessary) to the consummation of the transaction contemplated by this Agreement without requiring modification of TG3's rights or obligations under any Contract or Lease.
3.17-3 TG3 is not aware of any default by any other party to any Contract or Lease or of any event which (whether with or without notice, lapse of time or both) would constitute a default by any other party with respect to obligations of that party under any Contract or Lease, and, to the knowledge of TG3, there are no facts that exist indicating that any of the Contracts or Leases may be totally or partially terminated or suspended by the other parties.
3.17-4 Neither TG3 nor the Professional Corporation is a party to, nor is it bound by, any contract or agreement that TG3 can reasonably foresee will result in any material loss to TG3 or the Dental Practice upon the performance thereof (including any material liability for penalties or damages, whether liquidated, direct, indirect, incidental or consequential), unless such contract or agreement is terminable by TG3 or the Professional Corporation on 60 or fewer days notice at any time without penalty.
Status of Contracts and Leases. 1 Each of the Contracts and Leases listed on Schedules 3.15 and 3.16 is valid, binding and enforceable by Orange in accordance with its terms and is in full force and effect. There is no existing default or violation by Orange under any Contract or Lease and no event has occurred which (whether with or without notice, lapse of time or both) would constitute a default of Orange under any Contract or Lease. There is no pending or threatened proceeding which would interfere with the quiet enjoyment of any Real Property of which Orange is lessee or sublessee which is used by the Dental Practice.
Status of Contracts and Leases. 1 Each of the Contracts and Leases listed on Schedules 3.15 and 3.16 is valid, binding and enforceable by CDC in accordance with its terms and is in full force and effect, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization, or other laws of general application relating to or affecting creditors' rights generally and except as enforceability may be limited by rules of law governing specific performance, injunctive relief or other equitable remedies. There is no existing default or violation by CDC under any Contract or Lease and no event has occurred which (whether with or without notice, lapse of time or both) would constitute a default of CDC under any Contract or Lease. There is no pending or threatened proceeding which would interfere with the quiet enjoyment of any Real Property of which CDC is lessee or sublessee.
Status of Contracts and Leases. 1 Each of the Contracts and Leases listed on Schedules 3.15 and 3.16 is valid, binding and enforceable by MDCO in accordance with its terms and is in full force and effect, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization, or other laws of general application relating to or affecting creditors' rights generally and except as enforceability may be limited by rules of law governing specific performance, injunctive relief or other equitable remedies. There is no existing default or violation by MDCO under any Contract or Lease and no event has occurred which (whether with or without notice, lapse of time or both) would constitute a default of MDCO under any Contract or Lease. There is no pending or threatened proceeding which would interfere with the quiet enjoyment of any Real Property of which MDCO is lessee or sublessee.
Status of Contracts and Leases. 1 Each of the Contracts and Leases listed on Schedules 4.17 and 4.18 is valid, binding and enforceable by Seller in accordance with its terms and is in full force and effect. There is no existing default or violation by Seller under any Contract or Lease and no event has occurred which (whether with or without notice, lapse of time or both) would constitute a default of Seller under any Contract or Lease. There is no pending or threatened proceeding which would interfere with the quiet enjoyment of any Real Property of which Kaiser is lessee or sublessee which is used in the Dental Practice.
Status of Contracts and Leases. 3.17-1 Each of the Contracts and Leases listed on Schedules 3.10, 3.15 and 3.16 is valid, binding and enforceable by PDS in accordance with its terms and is in full force and effect. There is no existing default or violation by PDS under any Contract or Lease and no event has occurred which (whether with or without notice, lapse of time or both) would constitute a default of PDS under any Contract or Lease. There is no pending or threatened proceeding which would interfere with the quiet enjoyment of any Real Property of which PDS is lessee or sublessee which is used by any of the Dental Practices.
3.17-2 All other parties to the Contracts and Leases have consented or prior to the Closing will have consented (where such consent is necessary) to the consummation of the transaction contemplated by this Agreement without requiring modification of PDS's rights or obligations under any Contract or Lease.