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Contracts in Full Force and Effect Sample Clauses

Contracts in Full Force and Effect. All contracts, agreements, plans, policies and licenses to which the Company is a party are valid and in full force and effect.
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Contracts in Full Force and Effect. All agreements, contracts, plans, leases, instruments, arrangements, licenses and commitments designated with an "M" on Attachment 4.25 to Section 4.25 of the Company Disclosure Schedule ("MATERIAL CONTRACTS") are valid and in full force and effect. The Company has not, nor to the knowledge of the Company has any other party thereto, breached any provision of, or defaulted under the terms of, nor are there any facts or circumstances (including, without limitation, the proposed consummation of the transactions contemplated hereby) that would reasonably indicate that the Company will or may be in such breach or default under, any such contract, agreement, instrument, arrangement, commitment, plan, lease or license. No notice has been received by the Company with respect to the possible termination or modification of any Material Contract, and the Company has no reason to believe that any business or financial relationship with any party to a Material Contract is likely to be adversely affected by consummation of the Merger. Section 4.25 of the Company Disclosure Schedule correctly identifies each such contract the provisions of which would be limited or otherwise adversely affected by this Agreement or the consummation of the Merger and each such contract that requires the consent of a third party in order to have such contract remain in full force and effect after consummation of the Merger. The Company has provided Buyer with a true, correct and complete copy of each contract listed on Section 4.25 of the Company Disclosure Schedule, including all amendments thereto.
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Contracts in Full Force and Effect. The parties hereto confirm that the Contract remains in full force and effect in accordance with its terms and that this Agreement shall not be deemed to waive or modify in any respect any rights of the OPA under the Contract or the FIT Rules, including with respect to the calculation and entitlement to any Price Adder, and shall not constitute or be deemed to constitute a waiver of any Supplier Event of Default or other default of the Supplier, nor shall it constitute an acknowledgement that there has been or will be compliance by the Supplier with the Contract, except as expressly provided in this Agreement, including, without limitation, the following circumstances: (a) no assignment of any Contract or any Application shall be made or permitted to be made pursuant to this Agreement other than the Assignment; and (b) the OPA has not, whether by virtue of the recitals hereto or otherwise, waived any restriction on, consented to or otherwise passed on the validity of any assignment of the Contract other than the Assignment.
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Contracts in Full Force and Effect. On the date of this Agreement, all of the Borrower's contracts that are Collateral, including without limitation the Management Agreements, are in full force and effect and to the best of Borrower's knowledge, binding upon and enforceable against all parties thereto in accordance with their respective terms. On the date of this Agreement, no defaults exist under said contracts by any party thereto.
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Contracts in Full Force and Effect. All the Agreements, understandings, plans, leases, policies and licenses mentioned, or that are required to be mentioned in any Annex to this Agreement, are valid and binding; and are presently in full force and effect, and are enforceable in accordance with their respective terms. Crowpla does not have knowledge of any bankruptcy, insolvency or similar procedure pending or threatened with respect to any of the parties to said Agreements and, as far as it is aware of, no event that constitutes a default under their terms on the part of Crowpla, or any of the other parties to said instruments, has occurred.
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Contracts in Full Force and Effect. (a) Schedule 2.13(a) sets forth a complete and accurate list of each contract or agreement relating to the Business as to which the Subsidiaries will be bound by or subject to at Closing as a result of Sections 4.3, 4.4, and 4.5: (i) pursuant to which Seller or either Subsidiary has been engaged by any other Person to provide any products or services in connection with the Business; (ii) pursuant to which Seller or either Subsidiary purchases or otherwise acquires any products or services from any other Person in connection with the Business with an annualized anticipated expense of more than $25,000; (iii) pursuant to which Seller or either Subsidiary leases any of the assets used by Seller or either Subsidiary to operate the Business; (iv) that contains covenants or other provisions limiting the freedom of Seller to compete with the Business, or limiting the freedom of either Subsidiary to compete in any line of business or with any Person or in any area; (v) pursuant to which Seller or either Subsidiary licenses (either as a licensor or licensee), obtains or possesses any rights with respect to, or that otherwise relates to, Intellectual Property Assets (as defined below); (vi) evidencing or relating to any Encumbrance on any asset used by Seller or either Subsidiary to operate the Business; (vii) evidencing or relating to any employment, consulting, bonus, commission, severance, non-compete or confidentiality agreement or arrangement (or any other agreement with Employees or consultants); or (viii) that would have a Material Adverse Effect in the event of termination or default of the contract or agreement (the contracts and agreements listed in (i) - (viii) collectively, the "Contracts"). At Closing, the Subsidiaries will hold all of Seller's rights, title and interests under the Contracts. (b) Seller and the Subsidiaries will make available to Purchaser a complete and accurate copy of each Contract as presently in effect, and, except as listed Schedule 2.13(b), neither Seller nor either Subsidiary has received any written notice from any party to any such Contract of the termination or threatened termination thereof. (c) Except as expressly set forth in Schedule 2.13(c), all Contracts are valid and binding, and are in full force and effect and are enforceable against Seller or the Subsidiaries in accordance with their terms and, to the knowledge of Seller and either Subsidiary, are enforceable against the other parties thereto, except as such enforce...
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Related to Contracts in Full Force and Effect

  • Agreement in Full Force and Effect Except as expressly set forth herein, all terms and conditions of the Agreement, as amended, shall remain in full force and effect.

  • Agreement in Full Force and Effect as Amended Except as specifically amended hereby, all provisions of the Agreement shall remain in full force and effect. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Agreement other than as expressly set forth herein and shall not constitute a novation of the Agreement.

  • Lease in Full Force and Effect Except as provided above, the Lease is unmodified hereby and remains in full force and effect.

  • Full Force and Effect Except as expressly supplemented, amended or consented to hereby, all of the representations, warranties, terms, covenants and conditions of the Agreement shall remain unamended and shall continue to be in full force and effect.

  • Indenture Remains in Full Force and Effect Except as supplemented hereby, all provisions in the Indenture shall remain in full force and effect.

  • Full Force and Effect of Agreement Except as hereby specifically amended, modified or supplemented, the Credit Agreement and all other Loan Documents are hereby confirmed and ratified in all respects and shall be and remain in full force and effect according to their respective terms.

  • Force and Effect The various provisions of this Agreement are severable in their entirety. Any determination of invalidity or unenforceability of any one provision shall have no effect on the continuing force and effect of the remaining provisions.

  • Full Force and Effect; Limited Amendment Except as expressly amended hereby, all of the representations, warranties, terms, covenants, conditions and other provisions of the Existing Credit Agreement and the Loan Documents shall remain unchanged and shall continue to be, and shall remain, in full force and effect in accordance with their respective terms. The amendments set forth herein shall be limited precisely as provided for herein to the provisions expressly amended herein and shall not be deemed to be an amendment to, waiver of, consent to or modification of any other term or provision of the Existing Credit Agreement or any other Loan Document or of any transaction or further or future action on the part of any Obligor which would require the consent of the Lenders under the Existing Credit Agreement or any of the Loan Documents.

  • Full force The foregoing provisions of this Clause 12 will continue in full force and effect notwithstanding the completion of the Global Offering and the matters and arrangements referred to or contemplated in this Agreement or the termination of this Agreement.

  • Authorized and Effective Agreement (a) CBSI has all requisite corporate power and authority to enter into and perform all of its obligations under this Agreement and each of the Transaction Documents to which it is a party. The execution and delivery of this Agreement and each such Transaction Document and the consummation of the Transactions have been duly and validly authorized by all necessary corporate action in respect thereof on the part of CBSI. The Board of Directors of CBSI has approved and adopted this Agreement and the Merger. (b) This Agreement and each Transaction Document to which CBSI is a party have been duly executed and delivered by CBSI and, assuming the accuracy of the representation contained in Section 3.4(b) hereof, this Agreement constitutes the legal, valid and binding obligations of CBSI, enforceable against CBSI in accordance with its terms, except that such enforceability may be subject to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (c) Neither the execution and delivery by CBSI of this Agreement or any Transaction Document to which it is a party, nor consummation of the Transactions, nor compliance by CBSI with any of the provisions hereof or thereof shall (i) conflict with or result in a breach of any provision of the certificate of incorporation or bylaws of CBSI, (ii) assuming the consents and approvals contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of CBSI or any of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which CBSI or any of its Subsidiaries is a party, or (iii) assuming the consents and approvals contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, conflict with or violate any law, order, writ, injunction, decree, statute, rule or regulation applicable to CBSI or any of its Subsidiaries or their respective assets; except, in case of clauses (ii) and (iii) above, for any such breach, default, right, lien, charge, encumbrances, violation or conflict which, individually or in the aggregate, would not have a Material Adverse Effect on CBSI. (d) Other than as contemplated by Section 5.3 hereof, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority, or any other Person, is required to be made or obtained by CBSI on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement or any of the Transaction Documents to which it is a party or the consummation of the Transactions. As of the date hereof, CBSI is not aware of any reason that the condition set forth in Section 6.1(b) of this Agreement would not be satisfied.

Most Referenced Clauses

Most Referenced Definitions