Common use of Company Material Contracts Clause in Contracts

Company Material Contracts. Schedule 3.1(ff) of the Company Disclosure Letter lists all of the Company Material Contracts to which the Company and its Subsidiaries are parties and which are in full force and effect and are enforceable in accordance with their terms with respect to each of the Company and its Subsidiaries. The Company and each of its Subsidiaries has complied in all material respects with all the terms of the Company Material Contracts to which it is a party. Except as disclosed in Schedule 3.1(ff) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is in breach of, or default under, any Company Material Contract to which it is a party or bound, nor does the Company have knowledge of any condition that with the passage of time or the giving of notice or both would result in such a breach or default, except in each case where any such breaches or defaults would not, individually or in the aggregate, reasonably be expected to be, or result in, a Company Material Adverse Effect. As of the date hereof, neither the Company nor any of its Subsidiaries knows of, or has received written notice of, any breach or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a breach or default under) any such Company Material Contract by any other party thereto except where any such violation or default would not, individually or in the aggregate, reasonably be expected to be, or result in, a Company Material Adverse Effect. The Company has made available to the Parent true and complete copies of all of the Company Material Contracts. All Company Material Contracts are legal, valid, binding and in full force and effect and are enforceable by the Company (or a Subsidiary of the Company, as the case may be) in accordance with their respective terms (subject to bankruptcy, insolvency and other applicable Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may be granted only in the discretion of a court of competent jurisdiction). Neither the Company nor any of its Subsidiaries has received notice that any party to a Company Material Contract intends to cancel, terminate, materially modify or not renew such Company Material Contract.

Company Material Contracts. Schedule 3.1(ff(a) Other than as set forth in the exhibits to the Company SEC Reports filed with the SEC and publicly available prior to the date of this Agreement, Section 4.19(a) of the Company Disclosure Letter lists Schedule sets forth a true, correct and complete list of all Company Material Contracts as of the date hereof. A true, complete and correct copy of each Company Material Contract, as of the date of this Agreement, that is not marked with an “*” in Section 4.19(a) of the Company Disclosure Schedule has been made available by the Company to Parent prior to the date of this Agreement; provided that the Company shall provide to Parent within ten (10) Business Days following the date of this Agreement a true, complete and correct copy of each Company Material Contracts to which Contract marked with an “*” in Section 4.19(a) of the Company Disclosure Schedule. Each Company Material Contract is legal, valid, binding and enforceable on the Company and its Subsidiaries are parties each Company Subsidiary that is a party thereto, and, to the Company’s Knowledge, on each other Person party thereto, and which are is in full force and effect except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and are enforceable by general principles of equity (regardless of whether enforceability is considered in accordance with their terms with respect to each of the Company and its Subsidiaries. The Company and each of its Subsidiaries has complied a proceeding in all material respects with all the terms of the Company Material Contracts to which it is a party. Except as disclosed in Schedule 3.1(ffequity or at Law). (b) of the Company Disclosure Letter, neither Neither the Company nor any of its Subsidiaries Company Subsidiary is, and, to the Company’s Knowledge, no other party to a Company Material Contract is in breach violation of, or in default under (nor does there exist any condition which, upon the passage of time or the giving of notice or both, would cause such a violation of or default under, ) any Company Material Contract to which it is a party or by which any of its properties or assets is bound, nor does the Company have knowledge of any condition that with the passage of time or the giving of notice or both would result in such a breach or default, except in each case where any such breaches for violations or defaults would notthat, individually or in the aggregate, have not had and would not reasonably be expected to be, or result inhave, a Company Material Adverse Effect. As of the date hereof, neither the Company nor any of its Subsidiaries knows of, or has received written notice of, any breach or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a breach or default under) any such Company Material Contract by any other party thereto except where any such violation or default would not, individually or in the aggregate, reasonably be expected to be, or result in, a Company Material Adverse Effect. The Company has made available to the Parent true and complete copies of all of the Company Material Contracts. All Company Material Contracts are legal, valid, binding and in full force and effect and are enforceable by the Company (or a Subsidiary of the Company, as the case may be) in accordance with their respective terms (subject to bankruptcy, insolvency and other applicable Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may be granted only in the discretion of a court of competent jurisdiction). Neither the Company nor any of its Subsidiaries Company Subsidiary has received written, or to the Company’s Knowledge, oral notice that of any party to a Company Material Contract intends to cancelmaterial violation of, terminateor material default under, materially modify or not renew such any Company Material Contract. (c) As of the date of this Agreement, there is no outstanding Indebtedness of the Company and its Subsidiaries in excess of $10,000,000 in principal amount, other than Indebtedness in the principal amounts identified by instrument in Section 4.19(c) of the Company Disclosure Schedule.

Company Material Contracts. (a) Except as set forth in Schedule 3.1(ff) 3.15 of the Company Disclosure Letter lists all Schedules, each Company Material Contract (as such term is hereafter defined) is valid and binding on and enforceable against the Company (or, to the extent a Subsidiary of the Company Material Contracts is a party, such Subsidiary) and, to which the Company knowledge of the Company, each other party thereto and its Subsidiaries are parties and which are is in full force and effect and are enforceable in accordance with their terms with respect to each of the Company and its Subsidiaries. The Company and each of its Subsidiaries has complied in all material respects with all the terms of the Company Material Contracts to which it is a partyeffect. Except as disclosed set forth in Schedule 3.1(ff) 3.15 of the Company Disclosure LetterSchedules, neither the Company nor any of its Subsidiaries is in breach of, or default under, under any Company Material Contract to which it is a party or bound, nor does the Company have knowledge of any condition that with the passage of time or the giving of notice or both would result in such a breach or default, except in each case where any such breaches or defaults would not, individually or in the aggregate, reasonably be expected to be, or result in, a Company Material Adverse EffectContract. As of the date hereof, neither Neither the Company nor any Subsidiary of its Subsidiaries the Company knows of, or has received written notice of, any breach violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a breach violation or default under) any such Company Material Contract by any other party thereto except where any such violation or default would notthereto. Prior to the date hereof, individually or in the aggregate, reasonably be expected to be, or result in, a Company Material Adverse Effect. The Company has made available to the Parent true and complete copies of all of the Company Material Contracts. All Company Material Contracts , as the same are legal, valid, binding and in full force and effect and are enforceable effect. Such material contracts shall be delivered by the Company (to Parent upon the request of Parent; provided, that such delivery requirement shall under no circumstances delay the Effective Time or a Subsidiary the closing of the Companytransactions contemplated hereby. (b) As used in this Agreement, as the case may be) in accordance with their respective terms (subject "Company Material Contracts" shall mean any contract, license agreement, commitment, lease, or restriction of any kind to bankruptcy, insolvency and other applicable Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may be granted only in the discretion of a court of competent jurisdiction). Neither which the Company nor or any of its Subsidiaries has received notice that is a party or by which the Company or any party of its subsidiaries is bound or to a which any of the Company's or any of its Subsidiaries' assets are subject which (i) involve payments to and from the Company Material Contract intends or liabilities of the Company of at least $50,000; (ii) contain restrictive covenants applicable to cancelthe Company or any Subsidiary or their respective property or officers or employees; (iii) are with officers, terminate, materially modify directors or not renew such employees of the Company Material Contractor any Subsidiary; or (iv) are otherwise material to the Company.

Company Material Contracts. Schedule 3.1(ff(i) of the The Company Disclosure Letter lists sets forth, as of the date of this Agreement, all of the Company Material Contracts to which the Company and or any of its Subsidiaries is a party or by which they are parties bound. Each Company Material Contract is legal, valid, binding and which are in full force and effect and are is enforceable by the Company or a Subsidiary, as applicable, in accordance with their its terms with respect (subject to bankruptcy, insolvency and other Laws affecting creditors' rights generally, and to general principles of equity) and is the product of fair and arms' length negotiations between each of the parties to such Company and its Subsidiaries. Material Contracts. (ii) The Company and each of its Subsidiaries has complied have performed in all material respects with all the terms of respective obligations required to be performed by them to date under the Company Material Contracts to which it is a party. Except as disclosed in Schedule 3.1(ff) of the Company Disclosure Letter, and neither the Company nor any of its Subsidiaries is in breach of, or default under, under any such Company Material Contract to which it is a party or boundContract, nor does the Company have knowledge of any condition that with the passage of time or the giving of notice or both would result in such a breach or default, except in each case where any such breaches or defaults would not, individually or in the aggregate, reasonably be expected to be, or result in, a Company Material Adverse Effect. As . (iii) None of the date hereof, neither the Company nor or any of its Subsidiaries knows of, or has received any notice (whether written notice or oral) of, any breach or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a breach or default under) of any such Company Material Contract by any other party thereto except where any such violation or default would not, individually or in the aggregate, reasonably be expected to be, or result in, a Company Material Adverse Effect. Contract. (iv) The Company has made available to the Parent true and complete copies of all of the Company Material Contracts. All Company Material Contracts are legalnot received any notice (whether written or oral), valid, binding and in full force and effect and are enforceable by the Company (or a Subsidiary of the Company, as the case may be) in accordance with their respective terms (subject to bankruptcy, insolvency and other applicable Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may be granted only in the discretion of a court of competent jurisdiction). Neither the Company nor any of its Subsidiaries has received notice that any party to a Company Material Contract intends to cancel, terminate, materially terminate or otherwise modify or not renew its relationship with the Company or any of its Subsidiaries, and, to the knowledge of the Company, no such action has been threatened. (v) Provided the Company Key Consents are obtained, no party to a Company Material Contract, other than a party to Contracts listed in the Company Disclosure Letter, is entitled to terminate or amend such Company Material ContractContract in connection with or as a result of, or is otherwise entitled to a payment in connection with, the Arrangement and the transactions contemplated in this Agreement.

Company Material Contracts. Schedule 3.1(ffWith respect to the Company Material Contracts: (a) Section 2.14(a) of the Company Disclosure Letter lists Schedule includes a complete and accurate list of all of the Company Material Contracts to which the Company and its Subsidiaries that are parties and which are currently in full force and effect and are enforceable in accordance with their terms with respect to each of the Company and its Subsidiaries. The Company and each of its Subsidiaries has complied in all material respects with all the terms of the Company Material Contracts to which it is a party. Except as disclosed in Schedule 3.1(ff) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is in breach of, or default under, any Company Material Contract to which it is a party or bound, nor does the Company have knowledge of any condition that with the passage of time or the giving of notice or both would result in such a breach or default, except in each case where any such breaches or defaults would not, individually or in the aggregate, reasonably be expected to be, or result in, a Company Material Adverse Effect. As of the date hereof, neither the Company nor any of its Subsidiaries knows of, or has received written notice of, any breach or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a breach or default under) any such Company Material Contract by any other party thereto except where any such violation or default would not, individually or in the aggregate, reasonably be expected to be, or result in, a Company Material Adverse Effect. The Company has made available to the Parent Helios for inspection true and complete copies of all such Company Material Contracts. (b) All of the Company Material Contracts are in full force and effect, and the Company and the Company Subsidiaries are entitled to all rights and benefits thereunder in accordance with the terms thereof. The Company and the Company Subsidiaries have not waived any material rights under any Material Contract and no material default or breach exists in respect thereof on the part of the Company or the Company Subsidiaries or, to the Knowledge of the Company or any of the Company Subsidiaries, on the part of any other party thereto, and no event has occurred which, after the giving of notice or the lapse of time or both, would constitute such a default or breach or trigger a right of termination of any of such Material Contracts. . (c) All of the Company Material Contracts are legal, valid, valid and binding and in full force and effect and are enforceable by obligations of the Company (or a Subsidiary of and the CompanyCompany Subsidiaries, as the case may be) applicable, enforceable in accordance with their respective terms (subject to terms, except as may be limited by bankruptcy, insolvency and other applicable Laws laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted only in the discretion of a court of competent jurisdiction). . (d) As at the date hereof, the Company has not received written notice that any party to a Material Contract of the Company or any of the Company Subsidiaries intends to cancel, terminate or otherwise modify or not renew such Material Contract, and to the Knowledge of the Company, no such action has been threatened. (e) Neither the Company nor any of its the Company Subsidiaries has received notice that any are a party to a Company any Material Contract intends to cancel, terminate, materially modify that contains any non-competition obligation or not renew such otherwise restricts in any way the business of the Company Material Contractor any of the Company Subsidiaries.

Company Material Contracts. Schedule 3.1(ff(a) Section (25)(a) of the Company Disclosure Letter lists sets out a complete and accurate list of all Company Material Contracts. True and complete copies of the Company Material Contracts to which have been disclosed in the Company Data Room. (b) Each Company Material Contract is legal, valid, binding and its Subsidiaries are parties and which are in full force and effect and are is enforceable by the Company or a Subsidiary, as applicable, in accordance with their its terms with respect (subject to bankruptcy, insolvency and other Laws affecting creditors’ rights generally, and to general principles of equity) and is the product of fair and arms’ length negotiations between each of the parties to such Company and its Subsidiaries. Material Contracts. (c) The Company and each of its Subsidiaries has complied have performed in all material respects with all the terms of respective obligations required to be performed by them to date under the Company Material Contracts to which it is a party. Except as disclosed in Schedule 3.1(ff) of the Company Disclosure Letter, and neither the Company nor any of its Subsidiaries is in material breach of, or default under, under any Company Material Contract to which it is a party or boundContracts, nor does the Company have knowledge of any condition that with the passage of time or the giving of notice or both would result in such a breach or default. (d) To the Company’s knowledge, except in each case where any such breaches or defaults would not, individually or in the aggregate, reasonably be expected to be, or result in, a Company Material Adverse Effect. As none of the date hereof, neither the Company nor or any of its Subsidiaries knows of, or has received any notice (whether written notice or oral) of, any breach or default under (nor, to the knowledge of the Company, nor does there exist any condition which with the passage of time or the giving of notice or both would result in such a breach or default under) any such Company Material Contract by any other party thereto except where any to a Company Material Contract to the extent that such violation breach or default would not, individually or in the aggregate, reasonably be expected to be, or result in, have a Company Material Adverse Effect. The . (e) To the Company’s Knowledge, the Company has made available to the Parent true and complete copies of all of the Company Material Contracts. All Company Material Contracts are legalnot received any notice (whether written or oral), valid, binding and in full force and effect and are enforceable by the Company (or a Subsidiary of the Company, as the case may be) in accordance with their respective terms (subject to bankruptcy, insolvency and other applicable Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may be granted only in the discretion of a court of competent jurisdiction). Neither the Company nor any of its Subsidiaries has received notice that any party to a Company Material Contract intends to cancel, terminate, materially terminate or otherwise modify or not renew its relationship with the Company or any of its Subsidiaries, and no such Company action has been threatened, in each case to the extent that such cancellation, termination, modification or non-renewal could reasonably be expected to have a Material ContractAdverse Effect.