Common use of Validity of Contracts Clause in Contracts

Validity of Contracts. Each written or oral contract, agreement, commitment, license, lease, indenture, or evidence of Indebtedness to which the Company or one or more of its Subsidiaries is a party or is otherwise obligated (individually, a “Contract” and collectively, the “Contracts”) is a valid, binding and enforceable obligation of the Company or one or more of its Subsidiaries and to the knowledge of the Company, the other parties thereto in accordance with its terms and conditions. Except as set forth on Schedule 2.13, neither the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, any other party to any of the Contracts is in default under or in material violation of such Contract, including any provision therein related to (a) most favored pricing, or (b) letter of credit or performance bond obligations therein, and there are no disputes pending or threatened with regard to any Contract. Except as set forth on Schedule 2.13, no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a material default under or a material violation of any Contract by the Company, any of its Subsidiaries, or to the knowledge of the Company, any other party to such Contract or would cause the acceleration of any obligation of the Company or to the knowledge of the Company, any party thereto or the creation of a Lien upon any Property or any Company Intellectual Property or any of the equity interests of the Company or any of its Subsidiaries, or, would require any consent thereunder. The Company has delivered to Parent a true, complete and accurate copy of each written Contract required to be disclosed on Schedule 2.12(a) or Schedule 2.14(c) and a true, complete and accurate written description of each oral Contract required to be disclosed on Schedule 2.12(a) or Schedule 2.14(c) and none of such Contracts has been modified or amended in any respect, except as reflected in such disclosure to Parent.

Validity of Contracts. Each written or oral contract, agreement, commitment, license, lease, indenture, or evidence of Indebtedness to which the Company or one or more of its Subsidiaries is a party or is otherwise obligated and which is required to be disclosed on Schedule 2.12 (individually, a “Contract” and collectively, the “Contracts”) is a valid, binding and enforceable obligation of the Company or one or more of its Subsidiaries and and, to the knowledge of the Company, the other parties thereto in accordance with its terms and conditions. Except as set forth on Schedule 2.13, neither the Company nor any Subsidiary of Neither the Company nor, to the knowledge of the Company, any other party to any of the Contracts is in default under or in material violation of such Contract, including any provision therein related to (ai) most favored pricingcustomers, or (bii) letter of credit or performance bond obligations therein, and there are no disputes pending or threatened with regard to any Contract. Except as set forth on Schedule 2.13, no event has occurred which, with the passage of time or the giving of notice, or both, would constitute, and neither the execution of this Agreement nor the Closing hereunder do or will constitute or result in, a material default under or a material violation of any Contract by the CompanyCompany or, any of its Subsidiaries, or to the knowledge of the Company, any other party to such Contract Contract, or would cause the acceleration of any obligation of the Company or Company, or, to the knowledge of the Company, any other party thereto thereto, or the creation of a Lien upon any Property or any Company Intellectual Property or any of the equity interests of the Company or any of its SubsidiariesCompany, or, would require any consent thereunder. The Company has delivered made available to Parent a true, complete and accurate copy of each written Contract required to be disclosed on Schedule 2.12(a) 2.12 or Schedule 2.14(c) and a true, complete and accurate written description of each oral Contract required to be disclosed on Schedule 2.12(a) 2.12 or Schedule 2.14(c) ), and none of such Contracts has been modified or amended in any respect, except as reflected in such disclosure to Parent. All work for each Contract which has been fully invoiced (i.e., the aggregate amount of invoices with respect to each such Contract equals or exceeds the total contract price) has been fully and completely performed in accordance with the Contract specifications with respect to the required scope of work.

Validity of Contracts. Each written or oral contract, agreement, commitment, license, lease, indenture, or evidence of Indebtedness to which the Company or one or more of its Subsidiaries is a party or is otherwise obligated (individually, a “Contract” and collectively, the “Contracts”) is a valid, binding and enforceable obligation of the Company or one or more of its Subsidiaries and and, to the knowledge of the Company’s knowledge, the other parties thereto in accordance with its terms and conditions. Except as set forth on Schedule 2.13, neither Neither the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, any other party to any of the Contracts is in default under or in material violation of such Contract, including any provision therein related to (ai) most favored pricing, customers or (bii) letter of credit or performance bond obligations therein, and there are no disputes pending or threatened with regard to any Contract. Except as set forth on Schedule 2.13, no event has occurred which, with the passage of time or the giving of notice, or both, would constitute, and neither the execution of this Agreement nor the Closing hereunder do or will constitute or result in, a material default under or a material violation of any Contract by the Company, any of its Subsidiaries, or or, to the knowledge of the Company’s knowledge, any other party to such Contract or would cause the acceleration of any obligation of the Company or to the knowledge of the Company, any party thereto or the creation of a Lien upon any Property or any Company Intellectual Property or any of the equity interests of the Company or any of its Subsidiaries, or, would require any consent thereunder. The Company has delivered to Parent a true, complete and accurate copy of each written Contract required to be disclosed on Schedule 2.12(a) or Schedule 2.14(c) and a true, complete and accurate written description of each oral Contract required to be disclosed on Schedule 2.12(a) or Schedule 2.14(c) ), and none of such Contracts has been modified or amended in any respect, except as reflected in such disclosure to Parent.. All work for each Contract which has been fully invoiced (i.e., the aggregate amount of invoices with respect to each such Contract equals or exceeds the total contract price) has been fully and completely performed in accordance with the Contract specifications with respect to the required scope of work

Validity of Contracts. Each written or oral contract, agreement, commitment, license, lease, indenture, indenture or evidence of Indebtedness indebtedness required to be disclosed on Schedule 2.12(a)-(p) to which any of the Company or one or more of its Subsidiaries Acquired Companies is a party or is otherwise obligated (individually, a “"Contract” " and collectively, the “"Contracts”") is a valid, binding and enforceable obligation of the Acquired Company or one or more of its Subsidiaries and that is a party thereto and, to the knowledge of the Acquired Company, the other parties thereto in accordance with its terms and conditions, except to the extent that enforceability thereof may be limited by bankruptcy and other similar laws affecting the rights and remedies of creditors generally and general equitable principles and, except as set forth in Schedule 2.13, no Acquired Company has received notice that any Contract is unenforceable. Except as set forth on Schedule 2.13, neither the Company nor any Subsidiary none of the Company Acquired Companies nor, to the knowledge of the Company, any other party to any of the Contracts is in default under or in material violation of such Contract, including any provision therein related to (a) most favored pricing, or (b) letter of credit or performance bond obligations therein, and there are the Company has no disputes pending or threatened with regard to any Contract and, to the knowledge of the Company, no other party to any of the Contracts had a dispute with regard to any Contract. Except as set forth on Schedule 2.13, neither the execution of this Agreement nor the Closing hereunder do or will constitute or result in, and, no event has occurred which, with the passage of time or the giving of notice, or both, would constitute constitute, a material default under or a material violation of any Contract by the Company, any of its Subsidiaries, the Acquired Companies or to the knowledge of the Company, any other party to such Contract or would cause the acceleration of any obligation of the Company or to the knowledge of the Company, any party thereto or the creation of a Lien upon any Property or any Company Intellectual Property or any of the equity interests of the Company or any of its SubsidiariesShares or, orexcept as set forth on Schedule 2.13, would require any consent thereunder. The Company has delivered Acquired Companies have made available to Parent in their due diligence materials a true, complete and accurate copy of each written Contract required to be disclosed on Schedule 2.12(a) or Schedule 2.14(c2.12(a)-(p) and a true, complete and accurate written description of each oral Contract required to be disclosed on Schedule 2.12(a) or Schedule 2.14(c) 2.12(a)-(p), and none of such Contracts has been modified or amended in any respect, except as reflected in such disclosure to Parent.

Validity of Contracts. Each written or oral contract, agreement, commitment, license, lease, indenture, or evidence of Indebtedness indebtedness required to which be listed on Part 3.12 of the Company or one or more of its Subsidiaries is a party or is otherwise obligated Disclosure Schedule (individually, a “Contract” and collectively, the “Material Contracts”) is a valid, binding and enforceable obligation of the Company or one or more of Company, its Subsidiaries and which are parties thereto and, to the knowledge of the Company’s knowledge, the other parties thereto in accordance with its terms subject, however, to applicable bankruptcy, insolvency and conditionsother laws affecting the rights and remedies of creditors and to general equitable principles. Except as set forth on Schedule 2.13Neither the Company, neither the Company nor any Subsidiary of the Company its Subsidiaries which are parties thereto nor, to the knowledge of the Company’s knowledge, any other party to any of the Contracts a Material Contract is in default under or in material violation of such Material Contract, including any provision therein related to (a) most favored pricing, or (b) letter of credit or performance bond obligations therein, and there are no disputes pending or threatened with regard such other party to any Material Contract has notified the Company that it intends to declare a default under or breach of such Material Contract. Except as set forth on Schedule 2.13, no No event has occurred which, with the passage of time or the giving of notice, or both, would constitute, and, except as set forth on Part 3.13 of the Disclosure Schedule, neither the execution of this Agreement nor the Closing hereunder do or will constitute or result in, a material default under or a material violation of any Material Contract by the CompanyCompany or its Subsidiaries which are parties thereto or, any of its Subsidiaries, or to the knowledge of the Company’s knowledge, any other party to such Material Contract or would cause the acceleration of any obligation of the Company or to the knowledge of the Company, any party thereto or the creation of a Lien upon any Property or any Company Intellectual Property or any the Purchased Securities, or, except as set forth on Part 3.13 of the equity interests of the Company or any of its Subsidiaries, orDisclosure Schedule, would require any consent thereunder. The Company has Sellers have delivered to Parent Buyer a true, complete and accurate copy of each written Material Contract required to be disclosed on Part 3.12 of the Disclosure Schedule 2.12(a) or Schedule 2.14(c) and a true, complete and an accurate written description of each oral Material Contract required to be disclosed on Schedule 2.12(a) or Schedule 2.14(c) Part 3.12 of the Disclosure Schedule, and none of such Material Contracts has been modified or amended in any respect, except as reflected in such disclosure to ParentBuyer.

Validity of Contracts. Each written or oral contract, agreement, commitment, license, lease, indenture, or evidence of Indebtedness to which the Company or one or more of its Subsidiaries is a party or is otherwise obligated (individually, a “Contract” and collectively, the “Contracts”) is a valid, binding and enforceable obligation of the Company or one or more of its Subsidiaries and to the knowledge of the Company’s knowledge, the other parties thereto in accordance with its terms and conditions. Except as set forth on Schedule 2.13Neither the Company nor any Subsidiary of the Company nor, neither to the knowledge of the Company, any other party to any of the Contracts is in material default under or in material violation of such Contract, and there are no material disputes pending or threatened with regard to any Contract. Neither the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, any other party to any of the Contracts is in default under or in material violation of any provision of such Contract related to (i) any most favored customer or similar provision in any such Contract, including any provision therein related to (a) most favored pricing, or (bii) any letter of credit or performance bond obligations therein, and there are no disputes pending or threatened with regard to obligation set forth in any Contract. Except as set forth on Schedule 2.132.13.1, no event has occurred which, with the passage of time or the giving of notice, or both, would constitute, and neither the execution of this Agreement nor the Closing hereunder do or will constitute or result in, a material default under or a material violation of any Contract by the Company, any of its Subsidiaries, Subsidiaries or to the knowledge of the Company, any other party to such Contract or would cause the acceleration of any obligation of the Company or to the knowledge of the Company, any party thereto or the creation of a Lien upon any Property or any Company Intellectual Property or any of the equity interests of the Company or any of its Subsidiaries, or, would require any consent thereunder. The Company has delivered or made available to Parent Parent, a true, complete and accurate copy of each written Contract required to be disclosed on Schedule 2.12(a) or Schedule 2.14(c) and a true, complete and accurate written description of each oral Contract required to be disclosed on Schedule 2.12(a) or Schedule 2.14(c) ), and none of such Contracts has been modified or amended in any respectrespect (including with respect to any customer requirements or expectations that are different then, or in addition to, those set forth in such Contracts), except as reflected in such disclosure to Parent. None of the Company or any of its Subsidiaries has any commitments or other obligations (including with respect to software feature or development obligations or commitments), written or oral, to any customer, reseller, agent or other third party, except for those explicitly and expressly set forth in the Contracts required to be disclosed on Schedule 2.12(a) or Schedule 2.14(c). All deliverables required to be delivered by the Company or any of its Subsidiaries under any Contract, implied or explicit, have been delivered in accordance with customer, reseller or agent requirements set forth in such Contract. Except as set forth on Schedule 2.13.2, all work for each Contract that has been fully invoiced (i.e., the aggregate amount of invoices with respect to each such Contract equals or exceeds the total contract price) has been fully and completely performed in accordance with the Contract specifications with respect to the required scope of work. Schedule 2.13(a)(ii) sets forth the cost to the Company and its Subsidiaries, from the date of this Agreement, to complete each of the Contracts which relate to customers, resellers or agents.