Validity and Performance of Material Contracts Sample Clauses

Validity and Performance of Material Contracts. Each Material Contract is in full force and effect and is valid and enforceable against the applicable Target Company in accordance with its terms. The applicable Target Company is in compliance with all applicable terms and requirements of each Material Contract to which it is a party or by which it is bound. To the Knowledge of the Company, each counter-party to each Material Contract is in compliance with all applicable terms and requirements of such Material Contract. No Target Company has given to nor received from any other Person any written notice regarding any breach of, or default under, any Material Contract. There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable to or by any Target Company under any Material Contract and no party thereto has made written demand for such renegotiation.
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Validity and Performance of Material Contracts. Each Material Contract is in full force and effect, legally valid and binding on the parties thereto, and enforceable against Seller and the other party or parties thereto, in accordance with its terms. Neither Seller nor, to Seller’s Knowledge, any other party to any Material Contract is in breach of or default under (or is alleged to be in breach of or default under), or has provided or received any notice of any intention to terminate, any Material Contract. Except as set forth on Schedule 5.4(d) and Schedule 5.19(b), no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Material Contract or result in the termination thereof or would cause or permit the acceleration of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Purchaser. There are no material disputes pending or threatened under any Contract included in the Acquired Assets.
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Validity and Performance of Material Contracts. The Company has made available true, correct and complete copies of each Material Contract to the Buyer. Each Material Contract is in full force and effect and is valid and enforceable against the Company or one of its Subsidiaries (as applicable) in accordance with its terms. The Company or one of its Subsidiaries (as applicable) is in compliance with all applicable terms and requirements of each Material Contract. To the Knowledge of the Company, each counter-party to each Material Contract is in compliance with all applicable terms and requirements of such Material Contract. Neither the Company nor any of its Subsidiaries has given to or, except as specifically described on Schedule 5.22(a), received from any other Person any written notice regarding any breach of, or default under, any Material Contract and no event has occurred or circumstance exists, which, with the delivery of notice, the passage of time or both, would reasonably be expected to constitute such a breach or default. There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable to or by the Company or any of its Subsidiaries under any Material Contract and no party thereto has made written demand for such renegotiation.
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Validity and Performance of Material Contracts. Other than as set forth on Schedule 5.22(b): (i) the Company has made available true, correct and complete copies of each Material Contract to the Buyer; (ii) each Material Contract is in full force and effect and is valid and enforceable against the Company in accordance with its terms; (iii) the Company is in compliance with all applicable terms and requirements of each Material Contract; (iv) to the Knowledge of the Company, each counter-party to each Material Contract is in compliance with all applicable terms and requirements of such Material Contract; (v) the Company has not given to or received from any other Person any written notice regarding any breach of, or default under, any Material Contract and no event has occurred or circumstance exists, which, with the delivery of notice, the passage of time or both, would reasonably be expected to constitute such a breach or default; and (vi) there are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable to or by the Company under any Material Contract and no party thereto has made written demand for such renegotiation.
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Validity and Performance of Material Contracts. Prior to the date hereof, the Company has made available to the Buyer a true and complete (i) copy of each written Material Contract (other than the Side Letter Agreement (as defined in Section 5.20(a)(i) of the Disclosure Letter)) and (ii) summary of all of the material terms and conditions of each oral Material Contract. Each Material Contract is in full force and effect and is valid and enforceable against the Company and, to the Knowledge of the Company, against the other parties thereto, in accordance with its terms. The Company is in material compliance with all applicable terms and requirements of each Material Contract. To the Knowledge of the Company, each counter-party to each Material Contract is in material compliance with all applicable terms and requirements of such Material Contract. No event has occurred that, with notice or lapse of time or both, would constitute a breach or violation or default by the Company under any Material Contract or, to the Knowledge of the Company, the other parties thereto.
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Validity and Performance of Material Contracts. Each Material Contract is in full force and effect and constitutes a legal, valid and enforceable obligation against the applicable Target Company and, to the Knowledge of the Target Companies, the other parties thereto in accordance with its terms. The applicable Target Company is in material compliance with all applicable terms and requirements of each Material Contract to which it is a party or by which it is bound. To the Knowledge of each Target Company, each counter-party to each Material Contract is in material compliance with all applicable terms and requirements of such Material Contract. No Target Company has assigned, delegated or otherwise transferred to any Person any of its rights, title or interest under any Material Contract. With respect to all Material Contracts, no Target Company (i) is in material default thereunder and, to the Knowledge of the Target Companies, no event or circumstance has occurred that, with notice or lapse of time or both, would result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder; and (ii) has given to nor received from any other Person any written notice regarding any breach of, or default under, any Material Contract. There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable to or by any Target Company under any Material Contract and no party thereto has made written demand for such renegotiation. The Sellers have made available to the Buyer a true and correct copy of all written Material Contracts (and a true and correct written description of all oral Material Contracts is set forth on Schedule 5.24(a)), together with all amendments, exhibits, attachments, waivers, or other changes thereto.
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Related to Validity and Performance of Material Contracts

  • Payment and Performance of Obligations Pay and perform all material Obligations under this Agreement and the other Loan Documents, and pay or perform (a) all taxes, assessments and other governmental charges that may be levied or assessed upon it or any of its property, and (b) all other indebtedness, obligations and liabilities in accordance with customary trade practices; except to the extent that IPT or the Borrower is contesting any item described in clauses (a) or (b) of this Section 7.5 in good faith and is maintaining adequate reserves with respect thereto in accordance with GAAP.

  • Payment and Performance The Borrower will pay all amounts due under the Loan Documents in accordance with the terms thereof and will observe, perform and comply with every covenant, term and condition expressed or implied in the Loan Documents. The Borrower will cause each other Loan Party to observe, perform and comply with every such term, covenant and condition in any Loan Document.

  • Execution, Delivery and Performance The execution, delivery and performance of this Agreement and the documents or instruments required under this Agreement will not violate any provision of any existing law or regulation binding on the Manager, or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on the Manager, or the governing instruments of, or any securities issued by, the Manager or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Manager is a party or by which the Manager or any of its assets may be bound, the violation of which would have a material adverse effect on the business operations, assets or financial condition of the Manager and its subsidiaries, taken as a whole, and will not result in, or require, the creation or imposition of any lien on any of its property, assets or revenues pursuant to the provisions of any such mortgage indenture, lease, contract or other agreement, instrument or undertaking.

  • Capacity and Performance (a) During the Term, the Executive shall be employed by Company on a full-time basis as its Chief Executive Officer. Executive shall perform such duties and responsibilities as directed by the Board of Directors of the Company (the “Board”), consistent with Executive’s position on behalf of Company. (b) Executive shall devote his full business time, attention, skill, and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that: (x) conflicts with the interests of the Company or any other member of the Company Group, (y) interferes with the proper and efficient performance of Executive’s duties for the Company, or (z) interferes with Executive’s exercise of judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from: (i) serving, with the prior written consent of the Board, as a member of the Board of Directors or Advisory Board (or the equivalent in the case of a non-corporate entity) of a noncompeting for-profit business and one or more charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing Executive’s personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Executive’s employment with Company shall be exclusive with respect to the business of Company. Accordingly, during the Term, Executive shall devote Executive’s full business time and Executive’s best efforts, business judgment, skill and knowledge to the advancement of the business and interests of Company and the discharge of Executive’s duties and responsibilities hereunder, except for permitted vacation (and other paid time off) periods, reasonable periods of illness or incapacity, and reasonable and customary time spent on civic, charitable and religious activities, in each case such activities shall not interfere in any material respect with Executive’s duties and responsibilities hereunder. (d) During the Term, the Executive will report directly to the Board. (e) On the Effective Date, the Board shall appoint Executive as a director (Chairman of the Board) of Company and shall, during the Term, nominate and recommend Executive for election as a director. Executive acknowledges and agrees that Executive is not entitled to any additional compensation in respect of Executive’s appointment as a director of Company. If during the Term, Executive ceases to be a director of Company for any reason, Executive’s employment with the Company will continue (unless terminated under Section 5), and all terms of this Agreement (other than those relating to Executive’s position as a director of Company) will continue in full force, and effect and Executive will have no claims in respect of such cessation of office. Executive agrees to abide by all statutory, fiduciary or common law duties arising under applicable law that apply to Executive as a director of Company. (f) Executive shall be employed to perform his duties under this Agreement at the primary office location of Company, or at such other location or locations as may be mutually agreeable to Executive and Company (including reasonable provisions during the COVID-19 national public health emergency). Notwithstanding this, it is expected that the Executive shall be required to travel a reasonable amount of time in the performance of his duties under this Agreement.

  • Guaranty of Payment and Performance Guarantor’s obligations under this Guaranty constitute an unconditional guaranty of payment and performance and not merely a guaranty of collection.