Status of Contracts. Each of the leases, contracts, licenses and other agreements required to be listed on Schedules 5.9, 5.10, 5.11(c), 5.14 or 5.17(a) (collectively, the “Company Agreements”) constitutes a valid and binding obligation of the parties thereto and is in full force and effect and will continue in full force and effect immediately after the Closing, 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. The Company has not breached, in any material respect, any of its obligations under each of the Company Agreements, the Company is not in, or, to the Knowledge of the Executives, alleged to be in, breach or default under, nor is there or, to the Knowledge of the Executives, is there alleged to be any basis for termination of, any of the Company Agreements, and, to the Knowledge of the Executives, 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 Executives, by any other such party. The Company is not currently renegotiating any of the Company Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Company Agreements have heretofore been delivered to Buyer.
Appears in 1 contract
Status of Contracts. Each Except as set forth in Schedule 2.23, each of the leases, contracts, licenses contracts and other agreements required to be listed on in Schedules 5.92.12, 5.10, 5.11(c2.16(b), 5.14 or 5.17(a) 2.16(c), 2.16(h), 2.16(k), 2.16(l), 2.16(m), 2.19, 2.20 and 2.22 (collectively, the “Company Agreements”) constitutes a valid and binding obligation of the Company and, to the Knowledge of the Company, the other parties thereto thereto, and is in full force and effect and will continue in full force and effect immediately after the Closing, 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 Personparty. The Company has not breached, fulfilled and performed in any all material respect, any of respects its obligations under each of the Company Agreements, and the Company is not in, or, to the Knowledge of the Executives, or alleged to be in, breach or default under, nor nor, to the Knowledge of the Company, is there or, to the Knowledge of the ExecutivesCompany, is there alleged to be any basis for termination of, any of the Company Agreements, Agreements and, to the Knowledge of the ExecutivesCompany, 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 orCompany, to the Knowledge of the ExecutivesCompany, by any such other such party. The Company is not currently renegotiating any of the Company Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Company Agreements have heretofore been delivered by the Company to Buyer.
Appears in 1 contract
Status of Contracts. Each Except as set forth in Schedule 5.21 or in any other Schedule hereto, and assuming the due authorization, execution and delivery thereof by each other party thereto, each of the leases, contracts, licenses contracts and other agreements required to be listed on in Schedules 5.95.11, 5.105.14, 5.11(c)5.15, 5.14 or 5.17(a) 5.18 and 5.20 (collectively, the “"Company Agreements”") constitutes a valid and binding obligation of the parties thereto Company, and to the Company's knowledge, each other party thereto, and is in full force and effect and will continue in full force and effect immediately after the Closing, 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 Personeffect. The Company has not breached, fulfilled and performed in any all material respect, any of respects its obligations under each of the Company AgreementsAgreements in accordance with the terms thereof, and the Company is not in, or, to the Knowledge of the Executives, or alleged to be in, breach or default in any material respect under, nor is there or, to the Knowledge of the Executives, or is there alleged to be any valid basis for termination of, any of the Company Agreements, Agreements and, to the Knowledge of the ExecutivesCompany's knowledge, no other party to any of the Company Agreements Agree- ments has breached or defaulted thereunderthereunder in any material respect, and and, to the Company's knowledge, 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 ExecutivesCompany's knowledge, by any such other such party. The Company is not currently renegotiating any of the Company Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the written Company Agreements have heretofore been delivered made available to BuyerParent.
Appears in 1 contract
Sources: Merger Agreement (Tellabs Inc)
Status of Contracts. Each of the leases, contracts, licenses and other agreements required to be listed on Schedules 5.9, 5.10, 5.11(c), 5.14 or 5.17(a) (collectively, the “Company Agreements”) constitutes a valid and binding obligation of the parties thereto and is in full force and effect and will continue in full force and effect immediately after the Closing, 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. The Company has not breached, in any material respect, any of its obligations under each of the Company Agreements, the Company is not in, or, to the Knowledge of the Executives, alleged to be in, breach or default under, nor is there or, to the Knowledge of the Executives, is there alleged to be any basis for termination of, any of the Company Agreements, and, to the Knowledge of the Executives, 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 Executives, by any other such party. The Company is not currently renegotiating any of the Company Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Company Agreements have heretofore been delivered to BuyerParent.
Appears in 1 contract
Sources: Stock Purchase Agreement (Allscripts Healthcare Solutions Inc)
Status of Contracts. Each Except as set forth in Schedule 5.17, each of the leasesParticipation Contracts, contracts, licenses Servicing Contracts and other agreements required to be the Contracts listed on in Schedules 5.9, 5.10, 5.11(c5.10(H), 5.14 or 5.17(a5.10(I), 5.11(A), 5.12(C), 5.14(B), 5.16, 5.24(B) and 5.27(A) (collectively, the “Company Agreements”) constitutes a valid and binding obligation of the of the Company or the Subsidiary, as applicable, and, to Seller’s Knowledge, of the other party or parties thereto thereto, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights, or by general equity principles. Each of the Company Agreements is in full force and effect effect. Each of the Company and will continue in full force the Subsidiary has fulfilled and effect immediately after the Closing, 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. The Company has not breached, in any material respect, any of performed its obligations under each of the Company Agreements, and the Company and the Subsidiary each is not in, or, to the Knowledge of the Executives, or alleged to be in, breach or default under, nor is there or, to the Knowledge of the Executives, or is there alleged to be any basis for termination of, any of the Company Agreements, and, to the Knowledge of the Executives, Agreements and 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 orCompany, to the Knowledge of the Executives, Subsidiary or by any such other such party. The Neither the Company nor the Subsidiary is not currently renegotiating any of the Company Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Company Agreements have heretofore been delivered made available to BuyerBuyer by Seller.
Appears in 1 contract
Sources: Stock Purchase Agreement (Citizens Republic Bancorp, Inc.)