Absence of Breaches and Defaults. The Company is not in violation of its Articles of Amendment and Restatement, as amended and/or restated (the “Articles”), or its bylaws, as amended and/or restated (the “Bylaws”); the Partnership is not in violation of its Certificate of Limited Partnership or the Partnership Agreement; no Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements), except for such violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; neither the Company nor any Subsidiary is in breach of or default in, nor to the knowledge of the Company and the Partnership has any event occurred which with notice, lapse of time, or both would constitute a breach of or default in, the performance or observance by the Company or any Subsidiary, as the case may be, of any obligation, agreement, contract, franchise, covenant or condition contained in any license, indenture, mortgage, deed of trust, loan or credit agreement, lease or other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them or their respective properties is bound, except for such breaches or defaults that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
Absence of Breaches and Defaults. The execution, delivery and performance by the Investor of this Agreement and the consummation of the transactions contemplated hereby do not breach or constitute a default under any loan or purchase agreement, indenture, mortgage, deed of trust, lease, instrument, contract or other agreement binding on or affecting either such Investor or any of his property or assets, the breach of which, either individually or in the aggregate, could reasonably be expected to have a material adverse effect on the Investor.
Absence of Breaches and Defaults. The Company is not in violation of its Articles of Amendment and Restatement, as amended and/or restated (the "Articles"), or its bylaws, as amended and/or restated (the "Bylaws"); the Partnership is not in violation of its Certificate of Limited Partnership or the Partnership Agreement, and no Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements); neither the Company nor any Subsidiary is in breach of or default in, nor to the knowledge of the Company and the Partnership has any event occurred which with notice, lapse of time, or both would constitute a breach of or default in, the performance or observance by the Company or any Subsidiary, as the case may be, of any obligation, agreement, contract, franchise, covenant or condition contained in any license, indenture, mortgage, deed of trust, loan or credit agreement, lease or other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them or their respective properties is bound, except for such breaches or defaults that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
Absence of Breaches and Defaults. All of the Contracts to which the Target or any of its Subsidiaries is party or by which it or any of the Assets is bound or affected are valid, binding and enforceable in accordance with their terms, except where any such failure, to be enforceable, would not, either individually or in the aggregate, have a Material Adverse Effect. Except as set forth in Schedule 4.7(b), each of the Target and its Subsidiaries has fulfilled, or taken all action necessary to enable it to fulfil when due, all of its material obligations under each such Contract, except where the failure to fulfil its obligations thereunder, or the failure to take any such action to enable it to fulfil its obligations thereunder, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 4.7(b), the Target and each of its Subsidiaries which is a party to such Contracts and, to the knowledge of the Sellers, each other party to such Contracts has complied in all material respects with the provisions thereof and is not in Default thereunder, except where such Default would not, either individually or in the aggregate, have a Material Adverse Effect, and no notice of any claim of Default has been given to the Target or any of its Subsidiaries. Neither the Target nor any of its Subsidiaries has reason to believe that any outstanding bid, proposal or any unfinished Contract will upon performance by the Target or any of its Subsidiaries result in a loss to the Target or such Subsidiary, except where such loss would not have a Material Adverse Effect.
Absence of Breaches and Defaults. All of the Material Contracts, Facility Leases and Personal Property Leases to which the Company is party are valid, binding and enforceable against the Company in accordance with their terms (except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditor's rights generally and (ii) the general principles of equity, regardless of whether asserted in a proceeding in equity or at law). The Company has fulfilled, or taken all action necessary to enable it to fulfill when due, all of its material obligations under each Material Contract, Facility Lease and Personal Property Lease. To the Company's knowledge, (w) all parties to such Material Contracts, Facility Leases and Personal Property Leases have complied in all material respects with the provisions thereof, (x) no party is in material Default thereunder and (z) no written notice of any claim of material Default has been given to the Company. The Company has no reason to believe that the products and services called for by any unfinished Material Contract cannot be supplied in all material respects in accordance with the terms of such Contract, including time specifications, and has no reason to believe that any unfinished Material Contract will, upon performance by the Company, result in a material loss to the Company. With respect to any Facility Lease, the Company has not received any notice of cancellation or termination under any material option or right reserved to the lessor, nor any written notice of material Default, thereunder, except for Defaults that might result from the consummation of the Transactions.
Absence of Breaches and Defaults. None of the Company or any of its subsidiaries: is (i) in violation of (A) its articles of incorporation, bylaws, certificate of formation, limited liability company agreement, certificate of limited partnership, partnership agreement or other organizational document, (B) any federal, state or foreign law, ordinance, administrative or governmental rule or regulation applicable to the Company or any of its subsidiaries, or (C) any decree of any federal, state or foreign court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries, except, in the case of (B) and (C), for violations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or (ii) in default in the performance of any obligation, agreement or condition contained in (A) any bond, debenture, note or any other evidence of indebtedness or (B) any agreement, contract, indenture, lease or other instrument (each of (A) and (B), an “Existing Instrument”) to which the Company or any of its subsidiaries is a party or by which any of their properties may be bound, except for such defaults which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and there does not exist any state of facts that constitutes an event of default on the part of the Company or any of its subsidiaries as defined in such documents or that, with notice or lapse of time or both, would constitute such an event of default.
Absence of Breaches and Defaults. Neither the Company nor the Subsidiary is in breach of, or in default under (nor has any event occurred which with notice, lapse of time, or both would constitute a breach of, or default under) (A) its articles of incorporation, code of regulations, operating agreement or similar organizational document (collectively with respect to each entity, the “Charter Documents”) or (B) any obligation, agreement, covenant or condition contained in any contract, license, indenture, mortgage, deed of trust, note, lease, bank loan or credit agreement or other agreement or instrument to which the Company or the Subsidiary, as the case may be, is a party or by which the Company or the Subsidiary, or the Company’s or the Subsidiary’s properties, as the case may be, are bound (collectively, “Agreements and Instruments”), except in the case of clause (B) above, for such breaches or defaults that would not, individually or in the aggregate, have a Material Adverse Effect.
Absence of Breaches and Defaults. Except as otherwise set forth in SCHEDULE 5.19, each Contract or agreement set forth thereon is in full force and effect and there exists no Default or event of default or, to the Knowledge of TBC, event, occurrence, condition or act (including the consummation of the Transactions) 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 thereunder, which Default would result, with reasonable certainty, in a Material Adverse Effect. All of the Contracts set forth on SCHEDULE 5.19 are valid, binding and enforceable in accordance with their terms (except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditor's rights generally and (ii) the general principles of equity, regardless of whether asserted in a proceeding in equity or at law). All of the other Contracts and agreements to which TBC or any of the TBC Subsidiaries is a party or by which it is bound or are valid, binding and enforceable in accordance with their terms (except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditor's rights generally and (ii) the general principles of equity, regardless of whether asserted in a proceeding in equity or at law), except where the failure of any Contracts or Leases to be binding, valid and enforceable would not, either individually or in the aggregate, have a Material Adverse Effect. TBC and each of the TBC Subsidiaries have fulfilled, or taken all action necessary to enable it to fulfill when due, all of its obligations under each Contract and agreement by which it is bound, except where the failure to fulfill or take such action with respect to any Contracts or Leases, either individually or in the aggregate, would not have a Material Adverse Effect. TBC and each of the TBC Subsidiaries have and, to the Knowledge of TBC, all other parties to such Contracts and agreements have, complied in all material respects with the provisions thereof and no notice of any claim of Default has been given to TBC or any of the TBC Subsidiaries. Except as set forth on SCHEDULE 5.19, assuming the representations and warranties of the Buyer in Sections 6.2 and 6.3 are true in all material respects, none of the rights of TBC or any of the TBC Subsidiaries in 42 the Material Contracts will cease to be enforceable by TBC or such T...
Absence of Breaches and Defaults. Subject to the Bankruptcy -------------------------------- Exception, all of the Contracts and material Leases to which the Company or any of its Subsidiaries is a party or by which it or any of the material Assets is bound or affected are valid, binding and enforceable in accordance with their terms. The Company and each of its Subsidiaries has fulfilled, or taken all action necessary to enable it to fulfill when due, all of its material obligations under each of such Contracts and material Leases to which it is a party. To Seller's Knowledge, or except as set forth on Schedule 4.12, all parties to such Contracts and Leases have complied in all material respects with the provisions thereof, no party is in Default thereunder and no notice of any claim of Default has been given to the Company or any of its Subsidiaries or to Seller. With respect to any material Lease, neither the Company or any of its Subsidiaries or Seller has received any notice of cancellation or termination under any option or right reserved to the lessor, or any notice of Default.
