Common use of Business Agreements Clause in Contracts

Business Agreements. Section 2.22 of the Disclosure Letter sets forth a correct and complete list of all Business Agreements that involve annual payments to or from the Company in an amount greater than $25,000. The Company has delivered to Buyer accurate and complete copies of each Business Agreement listed on any Schedule hereto, and each such Business Agreement (i) is in full force and effect, (ii) constitutes a legal, valid and binding obligation of the Company and (iii) is enforceable against the Company and, to the best of the Company's and Sellers’ knowledge, the other parties thereto, in accordance with its terms. The Company is in compliance with each such Business Agreement in all material respects. To the Company's and Sellers’ knowledge, all other parties to such Business Agreements are in compliance with the terms thereof in all material respects. Except as otherwise disclosed on Section 2.22(b) of the Disclosure Letter: (i) neither the Company nor, to the Company's or Sellers' knowledge, any other Person thereto, has materially violated or materially breached, or declared any default or committed any material default under, any Business Agreement; (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time), and the execution and delivery of this Agreement and the consummation of the Transactions contemplated herein will not, (A) result in a violation or breach of any of the provisions of any Business Agreement by the Company nor, to the knowledge of the Company or Sellers, any other Person thereto, (B) give to the Company, nor to the knowledge of the Company or Sellers, any other Person thereto the right to declare or exercise any remedy under any Business Agreement, (C) give to the Company, nor to the knowledge of the Company or Sellers, any other Person thereto the right to accelerate the maturity of performance of any Business Agreement, or (D) give to the Company, nor to the knowledge of the Company or Sellers, any other Person thereto the right to cancel, terminate or modify any Business Agreement; (iv) neither the Company nor Sellers have received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Business Agreement; and (v) the Company has not waived any material right under any Business Agreement. There is no agreement (non-compete or otherwise) or Governmental Order to which either the Company or Sellers or, as applicable, their respective officers, directors or employees, is a party or otherwise binding upon the Company or Sellers or, as applicable, their respective officers, directors or employees, that has or reasonably could be expected to have an effect of prohibiting or impairing (i) the acquisition of the Shares by Buyer, (ii) the performance of the Company or any of the Sellers of their respective obligations under the Transaction Agreements or (iii) the conduct of the Company's business following the Closing.

Business Agreements. Section 2.22 of the Disclosure Letter sets forth a correct and complete list of all Business Agreements that involve annual payments to or from the Company in an amount greater than $25,000. The Company has delivered to Buyer accurate and complete copies of each Business Agreement listed on any Schedule hereto, and each such Business Agreement (i) is in full force and effect, (ii) constitutes a legal, valid and binding obligation of the Company and (iii) is enforceable against the Company and, to the best of the Company's and SellersSeller Co-Representatives’ knowledge, the other parties thereto, in accordance with its terms. The Company is in compliance with each such Business Agreement in all material respects. To the Company's and SellersSeller Co-Representatives’ knowledge, all other parties to such Business Agreements are in compliance with the terms thereof in all material respects. Except as otherwise disclosed on Section 2.22(b) of the Disclosure Letter: (i) neither the Company nor, to the Company's or SellersSeller Co-Representatives' knowledge, any other Person thereto, has materially violated or materially breached, or declared any default or committed any material default under, any Business Agreement; (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time), and the execution and delivery of this Agreement and the consummation of the Transactions contemplated herein will not, (A) result in a violation or breach of any of the provisions of any Business Agreement by the Company nor, to the knowledge of the Company or SellersSeller Co-Representatives, any other Person thereto, (B) give to the Company, nor to the knowledge of the Company or SellersSeller Co- Representatives, any other Person thereto the right to declare or exercise any remedy under any Business Agreement, (C) give to the Company, nor to the knowledge of the Company or SellersSeller Co-Representatives, any other Person thereto the right to accelerate the maturity of performance of any Business Agreement, or (D) give to the Company, nor to the knowledge of the Company or SellersSeller Co-Representatives, any other Person thereto the right to cancel, terminate or modify any Business Agreement; (iv) neither the Company nor Sellers Seller Co-Representatives have received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Business Agreement; and (v) the Company has not waived any material right under any Business Agreement. There is no agreement (non-compete or otherwise) or Governmental Order to which either the Company or Sellers Seller Co-Representatives or, as applicable, their respective officers, directors or employees, is a party or otherwise binding upon the Company or Sellers Seller Co-Representatives or, as applicable, their respective officers, directors or employees, that has or reasonably could be expected to have an effect of prohibiting or impairing (i) the acquisition of the Shares by Buyer, (ii) the performance of the Company or any of the Sellers of their respective obligations under the Transaction Agreements or (iii) the conduct of the Company's business following the Closing.

Business Agreements. Section 2.22 of the Disclosure Letter sets forth a correct and complete list of all Business Agreements that involve annual payments to or from the Company in an amount greater than $25,000Agreements. The Company has delivered to Buyer accurate and complete copies of each Business Agreement listed on any Schedule hereto, and each such Business Agreement (i) is in full force and effect, (ii) constitutes a legal, valid and binding obligation of the Company and (iii) is enforceable against the Company and, to the best of the Company's ’s and Sellers’ Xx. Xxxxxxx’x knowledge, the other parties thereto, in accordance with its terms. The Company is in compliance with each such Business Agreement in all material respects. To the Company's ’s and Sellers’ Xx. Xxxxxxx’x knowledge, all other parties to the such Business Agreements are in compliance with the terms thereof in all material respects. Except as otherwise disclosed on Section 2.22(b) of the Disclosure Letter: (i) neither the Company nor, to the Company's ’s or Sellers' Xx. Xxxxxxx’x knowledge, any other Person thereto, has materially violated or materially breached, or declared any default or committed any material default under, any Business Agreement; (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time), and the execution and delivery of this Agreement and the consummation of the Transactions contemplated herein will not, (A) result in a violation or breach of any of the provisions of any Business Agreement by the Company nor, to the knowledge of the Company or SellersXx. Xxxxxxx, any other Person thereto, (B) give to the Company, nor to the knowledge of the Company or SellersXx. Xxxxxxx, any other Person thereto the right to declare or exercise any remedy under any Business Agreement, (C) give to the Company, nor to the knowledge of the Company or SellersXx. Xxxxxxx, any other Person thereto the right to accelerate the maturity of performance of any Business Agreement, or (D) give to the Company, nor to the knowledge of the Company or SellersXx. Xxxxxxx, any other Person thereto the right to cancel, terminate or modify any Business Agreement; (iv) neither the Company nor Sellers Xx. Xxxxxxx have received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Business Agreement; and (v) the Company has not waived any material right under any Business Agreement. There is no agreement (non-compete noncompete or otherwise) or Governmental Order to which either the Company or Sellers Xx. Xxxxxxx or, as applicable, their respective officers, directors or employees, is a party or otherwise binding upon the Company or Sellers Xx. Xxxxxxx or, as applicable, their respective officers, directors or employees, that has or reasonably could be expected to have an effect of prohibiting or impairing (i) the acquisition of the Shares by Buyer, (ii) the performance of the Company or any of the Sellers of their respective obligations under the Transaction Agreements or (iii) the conduct of the Company's ’s business following the Closing.

Business Agreements. Section 2.22 20 of the Disclosure Letter sets forth a correct and complete list of all Business Agreements that involve annual payments to or from the Company in an amount greater than $25,000Agreements. The Company has Seller Parties have delivered to the Buyer accurate and complete copies of each Business Agreement listed on any Schedule heretoAgreement, and each such Business Agreement (i) is in full force and effect, (ii) constitutes a legal, valid and binding obligation of the Company Seller and (iii) is enforceable against the Company Seller and, to the best of the Company's and Sellers’ Seller Parties' knowledge, the other parties thereto, in accordance with its terms. The Company Seller is in compliance with each such Business Agreement in all material respects. To the Company's and Sellers’ Seller Parties' knowledge, all other parties to the such Business Agreements are in compliance with the terms thereof in all material respects. Except as otherwise disclosed on in Section 2.22(b) 2.20 of the Disclosure Letter: (i) each Business Agreement may be assigned to the Buyer without the consent of any other Person; (ii) neither the Company Seller nor, to the Company's or SellersSeller Parties' knowledge, any other Person theretothereto has, has materially violated or materially breached, or declared any default or committed any material default under, any Business Agreement; (iiiii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time), and the execution and delivery of this Agreement and the consummation of the Transactions contemplated herein will not, ) (A) result in a violation or breach of any of the provisions of any Business Agreement by the Company Seller nor, to the knowledge of the Company or SellersSeller Parties', any other Person thereto, (B) give to the CompanySeller nor, nor to the knowledge of the Company or SellersSeller Parties, any other Person thereto the right to declare or exercise any remedy under any Business Agreement, (C) give to the CompanySeller, nor to the knowledge of the Company or SellersSeller Parties, any other Person thereto the right to accelerate the maturity of performance of any Business Agreement, or (D) give to the CompanySeller nor, nor to the knowledge of the Company or SellersSeller Parties, any other Person thereto the right to cancel, terminate or modify any Business Agreement; (iv) neither none of the Company nor Sellers have Seller Parties has received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Business Agreement; and (v) none of the Company Seller Parties has not waived any material right under any Business Agreement. There is no agreement (non-compete noncompete or otherwise) or Governmental Order to which either any of the Company Seller Parties or Sellers or, as applicable, any of their respective officers, directors or employees, employees is a party or otherwise binding upon any of the Company Seller Parties or Sellers or, as applicable, any of their respective officers, directors or employees, employees that has or reasonably could be expected to have an effect of prohibiting or impairing (i) the acquisition of the Shares Assets by Buyer, the Buyer or (ii) the performance of the Company or any of the Sellers of their respective Seller Parties' obligations under the Transaction Agreements or (iii) the conduct of the Company's business following the ClosingAgreements.