Common use of Absence of Breaches or Defaults Clause in Contracts

Absence of Breaches or Defaults. The Company is not, and, to the knowledge of the Company or either of the Shareholders, no other party is, in material default under, or in material breach or violation of, any contract to which the Company is a party, including, without limitation, those identified on Section 2.21 of the Company Disclosure Schedule and, to the knowledge of the Company or either of the Shareholders, no event has occurred which, with the giving of notice or passage of time or both would constitute a material default under any contract identified on Section 2.21 of the Company Disclosure Schedule. Other than contracts which have terminated or expired in accordance with their terms, each of the contracts identified on Section 2.21 of the Company Disclosure Schedule is valid, binding and enforceable in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered on a proceeding in equity or at law)) and is in full force and effect, and assuming all consents required by the terms thereof or applicable law have been obtained, such contracts will continue to be valid, binding and enforceable in accordance with their respective terms and in full force and effect immediately following the consummation of the transactions contemplated hereby. No event has occurred which either entitles, or would, on notice or lapse of time or both, entitle the holder of any indebtedness for borrowed money affecting the Company (except for the execution or consummation of this Agreement) to accelerate, or which does accelerate, the maturity of any indebtedness affecting the Company, except as set forth in Section 2.22 of the Company Disclosure Schedule.

Absence of Breaches or Defaults. The Neither the Company is notnor any Company Subsidiary is, and, to the knowledge of the Company or either of the ShareholdersCompany, no other party is, in material default under, or in material breach or violation of, any contract to which the Company or any Company Subsidiary is a party, including, without limitation, those identified on Section 2.21 3.21 of the Company Disclosure Schedule and, to the knowledge of the Company or either of the ShareholdersCompany, no event has occurred which, with the giving of notice or passage of time or both would constitute a material default under any contract identified on Section 2.21 3.21 of the Company Disclosure Schedule, except in each case set forth above for defaults, breaches, violations or events which, individually or in the aggregate, would not have a Material Adverse Effect on the Company or any Company Subsidiary. Other than contracts which have terminated or expired in accordance with their terms, each of the contracts identified on Section 2.21 3.21 of the Company Disclosure Schedule is valid, binding and enforceable in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered on a proceeding in equity or at law)) and is in full force and effect, and assuming all consents required by the terms thereof or applicable law have been obtained, such contracts will continue to be valid, binding and enforceable in accordance with their respective terms and in full force and effect immediately following the consummation of the transactions contemplated hereby, in each case except where the failure to be valid, binding, enforceable and in full force and effort would not, individually or in the aggregate, have a Material Adverse Effect on the Company. No event has occurred which either entitles, or would, on notice or lapse of time or both, entitle the holder of any indebtedness for borrowed money affecting the Company or any Company Subsidiary (except for the execution or consummation of this Agreement) to accelerate, or which does accelerate, the maturity of any indebtedness affecting the CompanyCompany or any Company Subsidiary, except as set forth in Section 2.22 3.22 of the Company Disclosure Schedule.

Absence of Breaches or Defaults. The Company is not, not and, to the knowledge of the Company or either of the ShareholdersCompany, no other party is, in material default under, or in material breach or violation of, any contract to which the Company is a party, including, without limitation, those identified on Section 2.21 of the Company Disclosure Schedule and, to the knowledge of the Company or either of the Shareholders, no event has occurred which, with the giving of notice or passage of time or both would constitute a material default under any contract contact identified on Section 2.21 of the Company Disclosure Schedule, except for defaults, breaches, violations or events which, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Other than contracts which have terminated or expired in accordance with their terms, each of the contracts identified on Section 2.21 of the Company Disclosure Schedule is valid, binding and enforceable in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered on a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing) and is in full force and effect, and assuming all consents required by the terms thereof or applicable law have been obtained, such contracts will continue to be valid, binding and enforceable in accordance with their respective terms and in full force and effect immediately following the consummation of the transactions contemplated hereby, in each case except where the failure to be valid, binding, enforceable and in full force and effort would not, individually or in the aggregate, have a Material Adverse Effect on the Company. No event has occurred which either entitles, or would, on notice or lapse of time or both, entitle the holder of any indebtedness for borrowed money affecting the Company (except for the execution or consummation of this Agreement) to accelerate, or which does accelerate, the maturity of any indebtedness affecting the Company, except as set forth in Section 2.22 of the Company Disclosure Schedule.

Absence of Breaches or Defaults. The Company is not, and, to the ------------------------------- knowledge of the Company or either of the Shareholders, no other party is, in material default under, or in material breach or violation of, any contract to which the Company is a party, including, without limitation, those identified on Section 2.21 3.21 of the Company Disclosure Schedule and, to the knowledge of the Company or either of the Shareholders, no event has occurred which, with the giving of notice or passage of time or both would constitute a material default under any contract identified on Section 2.21 3.21 of the Company Disclosure Schedule, except in each case set forth above for defaults, breaches, violations or events which, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Other than contracts which have terminated or expired in accordance with their terms, each of the contracts identified on Section 2.21 3.21 of the Company Disclosure Schedule is valid, binding and enforceable in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered on a proceeding in equity or at law)) and is in full force and effect, and assuming all consents required by the terms thereof or applicable law have been obtained, such contracts will continue to be valid, binding and enforceable in accordance with their respective terms and in full force and effect immediately following the consummation of the transactions contemplated hereby, in each case except where the failure to be valid, binding, enforceable and in full force and effort would not, individually or in the aggregate, have a Material Adverse Effect on the Company. No event has occurred which either entitles, or would, on notice or lapse of time or both, entitle the holder of any indebtedness for borrowed money affecting the Company (except for the execution or consummation of this Agreement) to accelerate, or which does accelerate, the maturity of any indebtedness affecting the Company, except as set forth in Section 2.22 3.22 of the Company Disclosure Schedule.

Absence of Breaches or Defaults. The Except as set forth in Section 2.21 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is not, and, to the knowledge of the Company or either of the ShareholdersCompany, no other party is, is in material default under, or in material breach or violation of, any contract to which the Company is a party, including, without limitation, those identified on Section 2.21 of the Company Disclosure Schedule and, to the knowledge of the Company or either of the Shareholders, (and no event has occurred which, with the giving of notice or passage the lapse of time or both both, would constitute a material default under under, or a breach or violation of), any contract term, condition or provision of (i) their respective charters, bylaws or other governing documents or (ii) any Contract identified on Section 2.21 2.20 of the Company Disclosure ScheduleSchedule except, in the case of clause (ii) for defaults, breaches, violations or events which, individually or in the aggregate, would not have a Company Material Adverse Effect; provided that any defaults, breaches, violations or events with respect to those Contracts referred to in Section 2.20(e) shall be scheduled without regard to any Company Material Adverse Effect. Other than contracts which have terminated or expired in accordance with their terms, each of the contracts Contracts identified on Section 2.21 2.20 of the Company Disclosure Schedule is valid, binding and enforceable in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered on a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing) and is in full force and effect, and assuming all consents required by the terms thereof or applicable law have been obtained, such contracts will continue to be valid, binding and enforceable in accordance with their respective terms and in full force and effect immediately following the consummation of the transactions contemplated hereby. No event has occurred which either entitles, or would, on notice or lapse of time or both, entitle the holder of any indebtedness for borrowed money affecting the Company (except for the execution or consummation any of this Agreement) its Subsidiaries to accelerate, or which does accelerate, the maturity of any indebtedness affecting the CompanyCompany or any of its Subsidiaries, except as set forth in Section 2.22 2.21 of the Company Disclosure Schedule.