Contracts; No Defaults. (a) The Acquiror SEC Reports disclose every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, this Agreement and the Subscription Agreements) to which, as of the date of this Agreement, Acquiror or Merger Sub is a party or by which any of their respective assets are bound (the “Acquiror Material Contracts”). True, correct and complete copies of the Acquiror Material Contracts have been delivered to or made available to the Company or its agents or representatives. (b) Neither Acquiror nor Merger Sub is, nor has it received written notice that any other party to any such Acquiror Material Contract is, in material violation or material breach of or material default (immediately or upon notice or lapse of time) under any such Acquiror Material Contract to which it is a party or any of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminate, except for any expiration of the term of such Contract following the date of this Agreement in accordance with its terms. Each Acquiror Material Contract is in full force and effect and, subject to the Enforceability Exceptions, is legal, valid and binding on Acquiror or Merger Sub, as applicable, and, to the Knowledge of Acquiror, each other party thereto, except as would not be material and adverse to Acquiror and Merger Sub, taken as a whole. There is no default under any such Acquiror Material Contract by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a whole.
Appears in 3 contracts
Samples: Merger Agreement (ACON S2 Acquisition Corp.), Merger Agreement (Good Works Acquisition Corp.), Merger Agreement (ArcLight Clean Transition Corp.)
Contracts; No Defaults. (a) The Acquiror SEC Reports disclose filed with the SEC on or prior to the date hereof contain a listing of every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, agreements and this Agreement and the Subscription AgreementsAgreement) to which, as of the date of this Agreement, Acquiror or Merger Sub one or more of its Subsidiaries is a party or by which any of their respective assets are bound (the collectively, “Acquiror Material Contracts”). True, correct correct, and complete copies or template forms of the Acquiror each such SEC Material Contracts have been delivered to or made available to the Company or its agents or representatives. The Acquiror has not entered into any other Contracts, except (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.1), (ii) with Acquiror’s legal, financial, and other advisors, (iii) in connection with Acquiror’s directors’ and officers’ liability insurance policy, or (iv) otherwise in the ordinary course of business (the Material Contracts and the Contracts referred to in clauses (i)-(iv), collectively, the “Acquiror Contracts”).
(b) Neither Each Acquiror Contract was entered into at arm’s length and in the ordinary course of business. Except for any Acquiror Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any Acquiror Contract (i) such Acquiror Contract is in full force and effect and represents the legal, valid, and binding obligations of Acquiror or its Subsidiaries party thereto and, to the knowledge of Acquiror, represents the legal, valid, and binding obligations of the other parties thereto, and, to the knowledge of Acquiror, is enforceable by Acquiror or its Subsidiaries to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) none of Acquiror, its Subsidiaries or, to the knowledge of Acquiror, any other party thereto is in material breach of or material default (or would be in material breach, violation or default but for the existence of a cure period) under any such Acquiror Contract, (iii) since the dates of their respective incorporations, neither Acquiror nor Merger Sub isits Subsidiaries has received any written or, to the knowledge of Acquiror, oral claim or notice of material breach of or material default under any such Acquiror Contract, (iv) to the knowledge of Acquiror, no event has occurred that, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Acquiror Contract by Acquiror or its Subsidiaries or, to the knowledge of Acquiror, any other party thereto (in each case, with or without notice or lapse of time or both), and (v) since the dates of their respective incorporations, through the date hereof, neither Acquiror nor its Subsidiaries has it received written notice that from any other party to any such Acquiror Material Contract is, in material violation that such party intends to terminate or material breach of or material default (immediately or upon notice or lapse of time) under not renew any such Acquiror Material Contract to which it is a party or any of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminate, except for any expiration of the term of such Contract following the date of this Agreement in accordance with its terms. Each Acquiror Material Contract is in full force and effect and, subject to the Enforceability Exceptions, is legal, valid and binding on Acquiror or Merger Sub, as applicable, and, to the Knowledge of Acquiror, each other party thereto, except as would not be material and adverse to Acquiror and Merger Sub, taken as a whole. There is no default under any such Acquiror Material Contract by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a wholeContract.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Western Acquisition Ventures Corp.), Merger Agreement (Western Acquisition Ventures Corp.)
Contracts; No Defaults. (a) The Acquiror Each Material Contract of La Jolla is set forth in Section 3.19(a) of the Disclosure Letter or filed as an exhibit to the La Jolla SEC Reports disclose every “material contract” and is enforceable in accordance with its terms, subject to (as such term is defined in Item 601(b)(10i) laws of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreementsgeneral application relating to bankruptcy, this Agreement insolvency and the Subscription Agreementsrelief of debtors, and (ii) to whichrules of law governing specific performance, as of the date of this Agreement, Acquiror or Merger Sub is a party or by which any of their respective assets are bound (the “Acquiror Material Contracts”). True, correct injunctive relief and complete copies of the Acquiror Material Contracts have been delivered to or made available to the Company or its agents or representatives.other equitable remedies; and
(b) Neither Acquiror nor Merger Sub isLa Jolla has not violated or breached, nor has it received written notice that or committed any other party to default under, any such Acquiror Material Contract isContract, in material violation each of the above cases where such violation, breach or material breach of default would have a Material Adverse Effect on La Jolla. Except as set forth in the La Jolla Disclosure Letter or material default the La Jolla SEC Reports, no event has occurred, and no circumstance or condition exists, that (immediately with or upon without notice or lapse of time) would reasonably be expected to, (i) result in a violation or breach of any of the provisions of any Material Contract of La Jolla, (ii) give any Person the right to declare a default or exercise any remedy under any such Acquiror Material Contract of La Jolla, (iii) give any Person the right to which it is accelerate the maturity or performance of any Material Contract of La Jolla, or (iv) give any Person the right to cancel, terminate or modify any Material Contract, in each of the above cases where such violation, breach or default would have a Material Adverse Effect on La Jolla. Neither La Jolla nor any of its Subsidiaries has received any notice or other written or, to La Jolla’s Knowledge, oral communication regarding any actual or possible violation or breach of, or default under, any Material Contract of La Jolla.
(c) The La Jolla Disclosure Letter sets forth a list of all material consents or waivers of, or notifications to, any Governmental Entity or any third party that are required or provided for under any Material Contract of La Jolla or any of its properties or other assets is subject. No such Acquiror Material Contract is Subsidiaries in connection with the subject of a notice to terminate, except for any expiration of the term of such Contract following the date execution and delivery of this Agreement in accordance with its terms. Each Acquiror Material Contract is in full force and effect and, subject to the Enforceability Exceptions, is legal, valid Ancillary Agreements by La Jolla and binding on Acquiror or Merger Sub, as applicable, and, to the Knowledge consummation of Acquiror, each other party thereto, except as would not be material the transactions contemplated hereby and adverse to Acquiror and Merger Sub, taken as a whole. There is no default under any such Acquiror Material Contract by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a wholethereby.
Appears in 2 contracts
Samples: Merger Agreement (La Jolla Pharmaceutical Co), Agreement and Plan of Reorganization (Adamis Pharmaceuticals Corp)
Contracts; No Defaults. (a) The Acquiror SEC Reports disclose every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, agreements and this Agreement and the Subscription AgreementsAgreement) to which, as of the date of this Agreement, Acquiror or Merger Sub is a party or by which any of their respective assets are bound (the “Acquiror Material Contracts”). True, correct and complete copies of the Acquiror Material Contracts have been delivered to or made available to the Company or its agents or representativesRepresentatives.
(b) Neither Acquiror nor Merger Sub is, nor has it received written notice that any other party to any such Acquiror Material Contract is, in material violation or material breach of or material default (immediately or upon notice or lapse of time) under any such Acquiror Material Contract to which it is a party or any of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminate, except for any expiration of the term of such Contract following the date of this Agreement in accordance with its terms. Each Acquiror Material Contract is in full force and effect and, subject to the Enforceability Exceptions, is legal, valid and binding on Acquiror or a Merger Sub, as applicable, and, to the Knowledge of Acquiror, each other party thereto, except as would not be material and adverse to Acquiror and Merger Sub, taken as a whole. There is no default under any such Acquiror Material Contract by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a whole.
Appears in 2 contracts
Samples: Merger Agreement (10X Capital Venture Acquisition Corp. III), Merger Agreement (10X Capital Venture Acquisition Corp. III)
Contracts; No Defaults. (a) The Acquiror SEC Reports disclose every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, agreements and this Agreement and the Subscription AgreementsAgreement) to which, as of the date of this Agreement, Acquiror or Merger Sub is a party or by which any of their respective its assets are bound (together with the Contracts identified in Schedule 5.10(c), the “Acquiror Material Contracts”). True, correct and complete copies of the Acquiror Material Contracts have been delivered to or made available to the Company or its agents or representatives.
(b) Neither Acquiror nor Merger Sub isis not, nor and it has it not received written notice that any other party to any such Acquiror Material Contract is, in material violation or material breach of or material default (immediately or upon notice or lapse of time) under any such Acquiror Material Contract to which it is a party or any of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminate, except for any expiration of the term of such Contract following the date of this Agreement in accordance with its terms. Each Acquiror Material Contract is in full force and effect and, subject to the Enforceability Exceptions, is legal, valid and binding on Acquiror or Merger Sub, as applicable, and, to the Knowledge of Acquiror, each other party thereto, except as would not be material and adverse to Acquiror and Merger Sub, taken as a wholeAcquiror. There is no default under any such Acquiror Material Contract by Acquiror or Merger SubAcquiror, or, to the Knowledge of Acquiror, any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by Acquiror or Merger SubAcquiror, or, to the Knowledge of Acquiror, any other party thereto, in each case, except as would not be material and adverse to Acquiror and Merger Sub, taken as a wholeAcquiror.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sable Offshore Corp.), Merger Agreement (Flame Acquisition Corp.)
Contracts; No Defaults. (a) The Acquiror SEC Reports disclose every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K Section 2.6 of the SECSeller Disclosure Schedule lists each Contract to which Seller is a party or to which Seller or any of Seller’s properties is subject or by which any thereof is bound that is deemed a Material Contract under this Agreement. Unless otherwise so noted in Section 2.6 of the Seller Disclosure Schedule, each such Seller Material Contract was entered into in the Ordinary Course of Business. Each Seller Material Contract that (a) after the Balance Sheet Date obligates Seller to pay or receive an amount of $50,000 or more, (other than confidentiality and non-disclosure agreements, this Agreement and the Subscription Agreementsb) to which, has an unexpired term as of the date of this AgreementAgreement in excess of one year, Acquiror (c) represents a Contract upon which the Business is substantially dependent or Merger Sub which otherwise could be material to the Business, (d) relates to indebtedness for money borrowed or provides for an extension of credit, (e) limits or restricts the ability of Seller to compete or otherwise to conduct its business in any manner or place, (f) provides for a guaranty or indemnity by Seller, (g) grants a power of attorney, agency or similar authority to another Person, (h) contains a right or obligation of any Associate, Affiliate, officer or director of Seller to Seller, (i) is an employment contract, consulting agreement, stockholder agreement or voting trust or (j) was not made in the Ordinary Course of Business will be deemed to be a party or by which any Material Contract and has been identified in Section 2.6 of their respective assets are bound (the “Acquiror Material Contracts”)Seller Disclosure Schedule. True, correct and complete True copies of the Acquiror Seller Material Contracts appearing in Section 2.6 of the Seller Disclosure Schedule, including all amendments and supplements thereto, and a written description of the terms of all oral Seller Material Contracts, have been delivered to or made available to the Company or its agents or representativesBuyer.
(b) Neither Acquiror nor Merger Sub isSection 2.6 of the Seller Disclosure Schedule lists (under the appropriate subsection) all of the Seller Material Contracts (if any). In addition (as applicable), nor has it received written notice that any other party Section 2.6(b) of the Seller Disclosure Schedule sets forth reasonably complete details about such Seller Material Contracts, including the parties to any such Acquiror Seller Material Contracts, the amount of the remaining commitment of Seller under such Seller Material Contracts and the Seller offices where details relating to the Seller Material Contracts are located.
(c) Except as set forth in Section 2.6(c) of the Seller Disclosure Schedule, each Seller Material Contract is, identified or required to be identified in material violation or material breach of or material default (immediately or upon notice or lapse of time) under any such Acquiror Material Contract to which it is a party or any of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminate, except for any expiration Section 2.6 of the term of such Contract following the date of this Agreement in accordance with its terms. Each Acquiror Material Contract Seller Disclosure Schedule is in full force and effect and, subject and is valid and enforceable in accordance with its terms.
(d) Each Seller Material Contract is valid and subsisting; Seller has duly performed all of Seller’s obligations thereunder to the Enforceability Exceptionsextent that such obligations to perform have accrued; and no breach or default, is legalalleged breach or default, valid and binding on Acquiror or Merger Subevent that would (with the passage of time, as applicablenotice or both) constitute a material breach or default, and, to the Knowledge of Acquiror, each other party thereto, except as would not be material and adverse to Acquiror and Merger Sub, taken as a whole. There is no default under any such Acquiror Material Contract thereunder by Acquiror or Merger Sub, Seller or, to the Knowledge of AcquirorSeller, any other party or obligor with respect thereto, and no event has occurred that with or as a result of this Agreement or performance hereof will occur. Consummation of the lapse transactions contemplated by this Agreement will not (and will not give any Person a right to) terminate or modify any right of, or accelerate or augment any obligation of, Seller under any of time or the giving Contracts listed in Section 2.6 of notice or both would constitute a default thereunder by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, in each caseSeller Disclosure Schedule, except as would be material and adverse to Acquiror and Merger Sub, taken as a whole.set forth in Section 2.6(e) of the Seller Disclosure Schedule
Appears in 2 contracts
Samples: Merger Agreement (Indigo-Energy, Inc.), Merger Agreement (Indigo-Energy, Inc.)
Contracts; No Defaults. (a) The Acquiror SEC Reports disclose every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K Section 2.6 of the SECSeller Disclosure Schedule lists each Contract to which Seller is a party or to which Seller or any of Seller’s properties is subject or by which any thereof is bound that is deemed a Material Contract under this Agreement. Unless otherwise so noted in Section 2.6 of the Seller Disclosure Schedule, each such Seller Material Contract was entered into in the Ordinary Course of Business. Each Seller Material Contract that (a) after the Balance Sheet Date obligates Seller to pay or receive an amount of $50,000 or more, (other than confidentiality and non-disclosure agreements, this Agreement and the Subscription Agreementsb) to which, has an unexpired term as of the date of this AgreementAgreement in excess of one year, Acquiror (c) represents a Contract upon which the Business is substantially dependent or Merger Sub which otherwise could be material to the Business, (d) relates to indebtedness for money borrowed or provides for an extension of credit, (e) limits or restricts the ability of Seller to compete or otherwise to conduct its business in any manner or place, (f) provides for a guaranty or indemnity by Seller, (g) grants a power of attorney, agency or similar authority to another Person, (h) contains a right or obligation of any Associate, Affiliate, officer or director of Seller to Seller, (i) is an employment contract, consulting agreement, stockholder agreement or voting trust or (j) was not made in the Ordinary Course of Business will be deemed to be a party or by which any Material Contract and has been identified in Section 2.6 of their respective assets are bound (the “Acquiror Material Contracts”)Seller Disclosure Schedule. True, correct and complete True copies of the Acquiror Seller Material Contracts appearing in Section 2.6 of the Seller Disclosure Schedule, including all amendments and supplements thereto, and a written description of the terms of all oral Seller Material Contracts, have been delivered to or made available to the Company or its agents or representativesBuyer.
(b) Neither Acquiror nor Merger Sub isSection 2.6 of the Seller Disclosure Schedule lists (under the appropriate subsection) all of the Seller Material Contracts (if any). In addition (as applicable), nor has it received written notice that any other party Section 2.6(b) of the Seller Disclosure Schedule sets forth reasonably complete details about such Seller Material Contracts, including the parties to any such Acquiror Seller Material Contracts, the amount of the remaining commitment of Seller under such Seller Material Contracts and the Seller offices where details relating to the Seller Material Contracts are located.
(c) Except as set forth in Section 2.6(c) of the Seller Disclosure Schedule, each Seller Material Contract is, identified or required to be identified in material violation or material breach of or material default (immediately or upon notice or lapse of time) under any such Acquiror Material Contract to which it is a party or any of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminate, except for any expiration Section 2.6 of the term of such Contract following the date of this Agreement in accordance with its terms. Each Acquiror Material Contract Seller Disclosure Schedule is in full force and effect and, subject and is valid and enforceable in accordance with its terms.
(d) Each Seller Material Contract is valid and subsisting; Seller has duly performed all of Seller’s obligations thereunder to the Enforceability Exceptionsextent that such obligations to perform have accrued; and no breach or default, is legalalleged breach or default, valid and binding on Acquiror or Merger Subevent that would (with the passage of time, as applicablenotice or both) constitute a material breach or default, and, to the Knowledge of Acquiror, each other party thereto, except as would not be material and adverse to Acquiror and Merger Sub, taken as a whole. There is no default under any such Acquiror Material Contract thereunder by Acquiror or Merger Sub, Seller or, to the Knowledge of AcquirorSeller, any other party or obligor with respect thereto, and no event has occurred that with or as a result of this Agreement or performance hereof will occur. Consummation of the lapse transactions contemplated by this Agreement will not (and will not give any Person a right to) terminate or modify any right of, or accelerate or augment any obligation of, Seller under any of time or the giving Contracts listed in Section 2.6 of notice or both would constitute a default thereunder by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, in each caseSeller Disclosure Schedule, except as would be material and adverse to Acquiror and Merger Sub, taken as a wholeset forth in Section 2.6(e) of the Seller Disclosure Schedule.
Appears in 2 contracts
Samples: Merger Agreement (Focus Universal Inc.), Merger Agreement (Focus Universal Inc.)
Contracts; No Defaults. (a) The Acquiror SEC Reports disclose every “material contract” (as such term Each Material Contract of Adamis is defined set forth in Item 601(b)(10Section 2.19(a) of Regulation S-K the Adamis Disclosure Letter or filed as an exhibit to the Adamis SEC Reports, and is enforceable in accordance with its terms, subject to (i) laws of the SEC) (other than confidentiality and non-disclosure agreementsgeneral application relating to bankruptcy, this Agreement insolvency and the Subscription Agreementsrelief of debtors, and (ii) to whichrules of law governing specific performance, as of the date of this Agreement, Acquiror or Merger Sub is a party or by which any of their respective assets are bound (the “Acquiror Material Contracts”). True, correct injunctive relief and complete copies of the Acquiror Material Contracts have been delivered to or made available to the Company or its agents or representatives.other equitable remedies; and
(b) Neither Acquiror nor Merger Sub isAdamis has not violated or breached, nor has it received written notice that or committed any other party to default under, any such Acquiror Material Contract isContract, in material violation each of the above cases where such violation, breach or material breach of default would have a Material Adverse Effect on Adamis. Except as set forth in the Adamis Disclosure Letter or material default the Adamis SEC Reports, no event has occurred, and no circumstance or condition exists, that (immediately with or upon without notice or lapse of time) would reasonably be expected to, (i) result in a violation or breach of any of the provisions of any Material Contract of Adamis, (ii) give any Person the right to declare a default or exercise any remedy under any such Acquiror Material Contract of Adamis, (iii) give any Person the right to which it is accelerate the maturity or performance of any Material Contract of Adamis, or (iv) give any Person the right to cancel, terminate or modify any Material Contract, in each of the above cases where such violation, breach or default would have a Material Adverse Effect on Adamis. Neither Adamis nor any of its Subsidiaries has received any notice or other written or, to Adamis’s Knowledge, oral communication regarding any actual or possible violation or breach of, or default under, any Material Contract of Adamis.
(c) The Adamis Disclosure Letter sets forth a list of all material consents or waivers of, or notifications to, any Governmental Entity or any third party that are required or provided for under any Material Contract of Adamis or any of its properties or other assets is subject. No such Acquiror Material Contract is Subsidiaries in connection with the subject of a notice to terminate, except for any expiration of the term of such Contract following the date execution and delivery of this Agreement in accordance with its terms. Each Acquiror Material Contract is in full force and effect and, subject to the Enforceability Exceptions, is legal, valid Ancillary Agreements by Adamis and binding on Acquiror or Merger Sub, as applicable, and, to the Knowledge consummation of Acquiror, each other party thereto, except as would not be material the transactions contemplated hereby and adverse to Acquiror and Merger Sub, taken as a whole. There is no default under any such Acquiror Material Contract by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a wholethereby.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Adamis Pharmaceuticals Corp), Merger Agreement (La Jolla Pharmaceutical Co)
Contracts; No Defaults. (a) The Acquiror SEC Reports disclose every “material contract” (as such term is defined in Item 601(b)(10Section 2.14(a) of Regulation S-K the Disclosure Schedule lists (in the order corresponding to the definition of Material Company Contracts set forth on Annex A) each of the SEC) (other than confidentiality Material Company Contracts, including the parties to each Material Company Contract and non-disclosure agreements, this Agreement and the Subscription Agreements) to which, as of the date of this Agreementeach Material Company Contract (and, Acquiror in the case of any oral or Merger Sub is unwritten Material Company Contracts, provides a party or by which any of their respective assets are bound (the “Acquiror Material Contracts”). True, correct and complete copies description of the Acquiror Material Contracts have been delivered to or made available to the Company or its agents or representativesmaterial terms thereof).
(b) Neither Acquiror nor Merger Sub is, nor has it received written notice that any other party to any such Acquiror Except as set forth in Section 2.14(b) of the Disclosure Schedule:
(i) Each Material Contract is, in material violation or material breach of or material default (immediately or upon notice or lapse of time) under any such Acquiror Material Contract to which it is a party or any of its properties or other assets is subject. No such Acquiror Material Company Contract is the subject of a notice to terminate, except for any expiration of the term of such Contract following the date of this Agreement in accordance with its terms. Each Acquiror Material Contract is valid and binding and in full force and effect and, subject except with respect to the Enforceability ExceptionsExcluded Contracts and the Consent Contracts (unless and until the Consent with respect thereto has been obtained during the period of two hundred and ten (210) days following the Closing, is legalat which time, valid and binding on Acquiror or Merger Subsuch Consent Contract shall be validly assigned to the Company), as applicablehas been validly assigned to the Company in connection with the Restructuring;
(ii) Neither the Company, andanother Premier Party nor, to the Knowledge of Acquirorthe Company, each any other party theretoto any Material Company Contract is, except as would not be or in the last three (3) years has been, in material and adverse to Acquiror and Merger Sub, taken as a whole. There is no breach or default under any such Acquiror Material Company Contract and no event has occurred that, with or without notice or lapse of time, would constitute a material breach or default under any Material Company Contract;
(iii) In the last twelve (12) months, no Premier Party has given to, or received from, any other party to any Material Company Contract, any notice or communication regarding any actual or alleged material breach of or material default under any Material Company Contract by Acquiror a Premier Party or Merger Sub, any other party to such Material Company Contract; and
(iv) There are no renegotiations or, to the Knowledge of Acquirorthe Company, attempts to renegotiate, any amount to be paid or payable to or by a Premier Party under any Material Company Contract other party theretothan with respect to non-material amounts in the Ordinary Course of Business, and no event Person has occurred made a written demand for such negotiations. No Premier Party has released or waived any of its material rights under any Material Company Contract.
(c) A complete and accurate (i) copy of each Material Company Contract (except the Supplier Contracts) that with the lapse is in written form, and (ii) description of time or the giving of notice or both would constitute a default thereunder by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party theretoeach Material Company Contract that is not in written form, in each case, except as would be material including any and adverse all amendments and modifications thereof, have been made available by the Equityholder to Acquiror and Merger Sub, taken as a wholeBuyer in the Data Room.
Appears in 1 contract
Contracts; No Defaults. (a) The Acquiror SEC Reports disclose every “material contract” (Except as such term is defined described in Item 601(b)(10) of Regulation S-K Section 3.17 of the SECSTEAG Disclosure Schedule, none of the STEAG Subsidiaries is a party to or subject to any agreement, contract, or commitment, written or, to the knowledge of STEAG, oral (including, without limitation, leases of real property), which (i) has expected receipts or expenditures by any of the STEAG Subsidiaries, alone or in the aggregate, in excess of $5 million, other than purchase orders from customers and purchase orders to suppliers in the ordinary course of business, (ii) requires, as its primary purpose, any of the STEAG Subsidiaries to indemnify any Person, (iii) grants any exclusive material licenses or distributorships to any party, (iv) evidences indebtedness for borrowed or loaned money of $1 million or more, including guarantees of such indebtedness (other than confidentiality trade accounts receivable and non-disclosure agreementstrade accounts payable), this Agreement or (v) has an initial term of more than one year and the Subscription Agreements) to which, as is not cancelable without significant penalties by any of the date STEAG Subsidiaries on 60 days' or less notice (other than employment agreements with a current term of this Agreementthree years or less) (each of the items described under (i) through (v), Acquiror or Merger Sub is a party or by which any of their respective assets are bound (the “Acquiror "Material Contracts”Contract"). True, correct and complete copies None of the Acquiror Material Contracts have been delivered STEAG Subsidiaries is in default or, to or made available STEAG's knowledge, alleged to the Company or its agents or representatives.
(b) Neither Acquiror nor Merger Sub is, nor has it received written notice that any other party to any such Acquiror Material Contract is, be in material violation or material breach of or material default (immediately or upon notice or lapse of time) under any such Acquiror Material Contract to which it is a party or any of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminate, except for any expiration of the term of such Contract following the date of this Agreement in accordance with its terms. Each Acquiror Material Contract is in full force and effect and, subject to the Enforceability Exceptions, is legal, valid and binding on Acquiror or Merger Sub, as applicable, and, to the Knowledge of AcquirorSTEAG's knowledge, each no other party thereto, thereto is in default except as would not reasonably be material and adverse expected to Acquiror and Merger Subhave a STEAG Material Adverse Effect. To STEAG's knowledge, taken as a whole. There is no default under any such Acquiror Material Contract by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, and no event nothing has occurred that which, with or without the lapse passage of time or the giving of notice or both both, would constitute a default thereunder by Acquiror any STEAG Subsidiary or Merger Sub, by any other party under any such Material Contract except as would not reasonably be expected to have a STEAG Material Adverse Effect. STEAG has not received any written or, to its knowledge, oral, notification that any such Material Contract is not likely to be renewed. The Strategic Business Combination contemplated by this Agreement will not create a default under or permit the Knowledge termination of Acquiroror otherwise adversely affect any such Material Contract in a manner that would reasonably be expected to have a STEAG Material Adverse Effect. Except as described in Section 3.17 of the STEAG Disclosure Schedule hereto, neither STEAG nor any other party thereto, in each case, except as would be material and adverse STEAG Subsidiary is required to Acquiror and Merger Sub, taken as a wholegive any notice to any person regarding this Agreement or the transactions contemplated hereby pursuant to the terms of any such Material Contract.
Appears in 1 contract
Samples: Strategic Business Combination Agreement (Steag Electronic Systems GMBH)
Contracts; No Defaults. (a) The Acquiror SEC Reports disclose every “material contract” Schedule 3.13 contains a complete and accurate list of: (as such term is defined in Item 601(b)(10i) each license, lease, installment and conditional sale agreement, and other Contract affecting the ownership of, leasing of, title to, use of Regulation S-K or any leasehold or other interest in, any of the SECAcquired Assets; (ii) each Contract with respect to the Acquired Intellectual Property; (other than confidentiality and noniii) each Contract that is Neenah-disclosure agreements, this Wausau Asset Purchase Agreement and material to the Subscription Agreements) to which, as Acquired Assets or the operations or prospects of the date of this Agreement, Acquiror Business and solely relates to the Seller’s conduct or Merger Sub is a party or by which any of their respective assets are bound (the “Acquiror Material Contracts”). True, correct and complete copies operation of the Acquiror Material Contracts have been delivered to Business involving the Acquired Assets; and (iv) each written warranty, guaranty or made available other similar undertaking with respect to the Company Acquired Assets. For the avoidance of doubt, any Contract pursuant to which the Seller, in connection with the operation of the Business, receives or its agents or representativesexpends more than One Hundred Thousand and No/100 Dollars ($100,000.00) in any period of 12 consecutive months shall be deemed “material” for purposes of the foregoing representation and warranty.
(b) Neither Acquiror nor Merger Sub isThe Seller has made available to the Purchaser prior to the date hereof a correct and complete copy of each written Contract listed in Schedule 3.13 (as amended to date) and a brief written summary setting forth the terms and conditions of any oral Contract referred to in Schedule 3.13.
(c) With respect to each Acquired Contract: (i) the Acquired Contract is legal, nor has it received written notice that any valid, binding, enforceable and in full force and effect; (ii) the Acquired Contract will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms as of the Closing Date immediately after giving effect to the consummation of the Contemplated Transactions; (iii) the Seller is not in breach or default and, to Seller’s Knowledge, no other party to any such Acquiror Material Contract isis in breach or default and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, in material violation modification or material breach acceleration, under the Acquired Contract; (iv) the Seller has complied with all applicable terms and requirements of the Acquired Contract; (v) no event has occurred or material default circumstance exists that (immediately with or upon without notice or lapse of time) under any such Acquiror Material Contract to which it is may contravene, conflict with, or result in a party violation or any of its properties breach of, or give the Seller or other assets is subject. No such Acquiror Material Contract is Person the subject of right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, the Acquired Contract; and (iii) the Seller has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible or potential violation or breach of, or default under, the Acquired Contract.
(d) There are no renegotiations of, attempts to terminaterenegotiate, except for or outstanding rights to renegotiate any expiration of the term of such Contract following the date of this Agreement in accordance with its terms. Each Acquiror Material Contract is in full force and effect and, subject material amounts paid or payable to the Enforceability ExceptionsSeller under the Acquired Contracts, is legalwith any Person, valid and binding on Acquiror or Merger Sub, as applicable, and, to the Knowledge of Acquirorthe Seller, each other party thereto, except as would not be material and adverse to Acquiror and Merger Sub, taken as a whole. There is no default under any such Acquiror Material Contract by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, and no event Person has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a wholemade written demand for such renegotiation.
Appears in 1 contract
Contracts; No Defaults. (a) The Acquiror SEC Reports disclose every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, agreements and this Agreement and the Subscription AgreementsAgreement) to which, as of the date of this Agreement, Acquiror or any Merger Sub is a party or by which any of their respective assets are bound (the “Acquiror Material Contracts”). True, correct and complete copies of the Acquiror Material Contracts have been delivered to or made available to the Company or its agents or representatives.
(b) Neither Acquiror nor any Merger Sub is, nor has it received written notice that any other party to any such Acquiror Material Contract is, in material violation or material breach of or material default (immediately or upon notice or lapse of time) under any such Acquiror Material Contract to which it is a party or any of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminate, except for any expiration of the term of such Contract following the date of this Agreement in accordance with its terms. Each Acquiror Material Contract is in full force and effect and, subject to the Enforceability Exceptions, is legal, valid and binding on Acquiror or a Merger Sub, as applicable, and, to the Knowledge of Acquiror, each other party thereto, except as would not be material and adverse to Acquiror and each Merger Sub, taken as a whole. There is no default under any such Acquiror Material Contract by Acquiror or any Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by Acquiror or any Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, in each case, except as would be material and adverse to Acquiror and each Merger Sub, taken as a whole.
Appears in 1 contract
Samples: Merger Agreement (10X Capital Venture Acquisition Corp. II)
Contracts; No Defaults. (a) The Acquiror SEC Reports disclose every “material contract” (as such term is defined Except for the Acquired Contract and Contracts set forth in Item 601(b)(10Section 4.12(a) of Regulation S-K the Disclosure Schedule, neither of the SEC) (other than confidentiality and non-disclosure agreements, this Agreement and the Subscription Agreements) to which, as of the date of this Agreement, Acquiror or Merger Sub Sellers is a party or by which any of their respective assets are bound (the “Acquiror Material Contracts”). True, correct and complete copies of the Acquiror Material Contracts have been delivered to or made available subject to any Contract which is material to the Company Purchased Assets or its agents e-Diagnostics Infrastructure and not otherwise stated in the Agreement or representativesin the Disclosure Schedule and worth in excess of $20,000.
(b) Neither Acquiror nor Merger Sub is, nor has it received written notice that any other party to any such Acquiror Material Contract is, in material violation or material breach of or material default (immediately or upon notice or lapse of time) under any such Acquiror Material Contract to which it is a party or any of its properties or other assets is subject. No such Acquiror Material The Acquired Contract is the subject of a notice to terminatevalid, except for any expiration of the term of such Contract following the date of this Agreement in accordance with its terms. Each Acquiror Material Contract is in full force binding and effect and, subject to the Enforceability Exceptions, is legal, valid and binding on Acquiror or Merger Sub, as applicable, enforceable against KT and, to the Knowledge knowledge of AcquirorKT, against the other party thereto and, to the knowledge of KT, each other party theretothereto is in material compliance with all terms and conditions of the Acquired Contract; and, except as set forth on Section 4.12(b) of the Disclosure Schedule, no event has occurred or circumstance exists that (with or without notice or the passage of time or both) would not be constitute a material and adverse to Acquiror and Merger Sub, taken as a whole. There is no violation of or default under any such Acquiror Material the Acquired Contract by Acquiror or Merger Sub, KT or, to the Knowledge knowledge of AcquirorKT, any by the other party thereto, and no event KT has occurred that neither given nor received notice of any alleged violation of or default under the Acquired Contract. Except as listed on Section 4.12(b) of the Disclosure Schedule, neither the execution and delivery of this Agreement by KT nor the consummation or performance by KT of the transactions contemplated hereby will, directly or indirectly, with the or without notice or lapse of time or both give rise to a right of termination, cancellation or acceleration or require the giving consent, authorization or approval of or any notice to or filing with any third Person under the Acquired Contract. KT has not received prepayments of any kind on the Acquired Contract.
(c) None of the Sellers have experienced any termination, cancellation, limitation or modification or change in any business relationship with any material supplier to the e-Diagnostics Infrastructure, nor have either of the Sellers received notice or both otherwise have knowledge that any such material supplier intends to cease, or materially reduce or change the terms of, doing business with any of the Sellers or to terminate any agreement with any of the Sellers where such action has had or would constitute have a default thereunder by Acquiror or Merger SubMaterial Adverse Effect on the e-Diagnostics Infrastructure. Other than the Acquired Contract, or, to the Knowledge of Acquiror, Sellers have not entered into any Contract with any other party theretomaterial customer, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a wholeother than those customers which are end users of the e-Diagnostic Infrastructure.
Appears in 1 contract
Contracts; No Defaults. (a) The Acquiror SEC Reports disclose every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, agreements and this Agreement and the Subscription AgreementsAgreement) to which, as of the date of this Agreement, Acquiror or Merger Sub is a party or by which any of their respective assets are bound (together with the Contracts identified in Schedule 5.10(c), the “Acquiror Material Contracts”). True, correct and complete copies of the Acquiror Material Contracts have been delivered to or made available to the Company or its agents or representatives.
(b) Neither Acquiror nor Merger Sub is, nor has it received written notice that any other party to any such Acquiror Material Contract is, in material violation or material breach of or material default (immediately or upon notice or lapse of time) under any such Acquiror Material Contract to which it is a party or any of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminate, except for any expiration of the term of such Contract following the date of this Agreement in accordance with its terms. Each Acquiror Material Contract is in full force and effect and, subject to the Enforceability Exceptions, is legal, valid and binding on Acquiror or Merger Sub, as applicable, and, to the Knowledge of Acquiror, each other party thereto, except as would not be material and adverse to Acquiror and Merger Sub, taken as a whole. There is no default under any such Acquiror Material Contract by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, in each case, except as would not be material and adverse to Acquiror and Merger Sub, taken as a whole.
Appears in 1 contract
Samples: Merger Agreement (Chardan Healthcare Acquisition 2 Corp.)
Contracts; No Defaults. (a) The Acquiror SEC Reports disclose every “material contract” (as such term is defined in Item 601(b)(10Section 4.12(a) of Regulation S-K the Company Disclosure Letter contains a list of the SECall Contracts described in clauses (i) through (other than confidentiality and non-disclosure agreements, xii) of this Agreement and the Subscription AgreementsSection 4.12(a) to which, as of the date of this Agreement, Acquiror the Company or Merger Sub any of its Subsidiaries is a party or by which any of their respective assets are bound other than the Company Benefit Plans (all such Contracts as described in clauses (i) through (xii), collectively, the “Acquiror Material Specified Contracts”). True, correct and complete copies of the Acquiror Material Specified Contracts have been delivered made available to SPAC.
(i) Except as would not reasonably be expected to be material to the business of the Company and its Subsidiaries, taken as a whole, each Contract relating to Indebtedness;
(ii) Except as would not reasonably be expected to be material to the business of the Company and its Subsidiaries, taken as a whole, each Contract that is a purchase and sale or similar agreement for the acquisition of any Person or any business unit thereof, and with respect to which there are any material ongoing obligations;
(iii) Except as would not reasonably be expected to be material to the business of the Company and its Subsidiaries, taken as a whole, each Contract requiring capital expenditures in a single transaction for the Company or any of its Subsidiaries after the date of this Agreement;
(iv) Each material license or other material agreement under which the Company or any of its Subsidiaries (x) is a licensee with respect to any item of material Licensed Intellectual Property (excluding click-wrap and shrink-wrap licenses and licenses for off-the-shelf software and other software that is commercially available on standard terms to the public generally and open source licenses), (y) is a licensor or otherwise grants to a third party any rights to use any item of material Owned Intellectual Property, in each case, other than non-exclusive licenses or sublicenses granted in the ordinary course of business, or (z) is a party and that otherwise materially affects the Company’s or its Subsidiaries’ ownership of or ability to use, register, license or enforce any material Owned Intellectual Property (including concurrent use agreements, settlement agreements and consent to use agreements but other than licenses excluded under clause (x) above);
(v) Each collective bargaining agreement or other labor Contract with any labor union, labor organization or works council or any arrangement with an employer organization (each a “CBA”);
(vi) Each Contract which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, assets or businesses of the Company and its Subsidiaries, taken as a whole;
(vii) Each Contract that is a settlement, conciliation or similar agreement with any Governmental Authority pursuant to which the Company or any of its Subsidiaries will have any material outstanding obligation after the date of this Agreement;
(viii) Each Affiliate Agreement;
(ix) Each Contract providing for hosting services relating to the Mining Equipment, including all Contracts and all appendices and exhibits thereto setting forth payment terms for energy costs and internet connectivity;
(x) Each Contract containing covenants of the Company or any of its Subsidiaries (A) prohibiting or limiting the right of the Company or any of its Subsidiaries to engage in or compete with any Person that would reasonably be expected to be material to the Company and its Subsidiaries (taken as a whole) or (B) prohibiting or restricting the Company’s and its Subsidiaries’ ability to conduct their business with any Person in any geographic area in any material respect;
(xi) Each Contract that contains any exclusivity, “most favored nation,” minimum use or supply requirements or similar covenants;
(xii) Each Contract entered into primarily for the purpose of interest rate or foreign currency hedging;
(xiii) any Contract under which the Company or a Subsidiary is lessee of or holds or operates, in each case, any tangible property (other than real property), owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $100,000 or would not reasonably be expected to be material to the business of the Company and its Subsidiaries, taken as a whole;
(xiv) Any joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization or research or development Contract, or similar Contract;
(xv) Any Contract requiring the Company or any Subsidiary to guarantee the Liabilities of any Person (other than the Company) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of the Company or a Subsidiary;
(xvi) Except as would not reasonably be expected to be material to the Company Business, any Contract under which the Company or any Subsidiary has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person individually or in the aggregate, or made available any capital contribution to, or other investment in, any Person;
(xvii) Any Contract providing for any Company Change of Control Payment;
(xviii) Any Contract for the disposition of any portion of the assets or business of the Company or a Subsidiary or for the acquisition by the Company or a Subsidiary of the assets or business of any other Person (other than acquisitions or dispositions made in the ordinary course of business), or under which the Company has any continuing obligation with respect to an “earn-out”, contingent purchase price or other contingent or deferred payment obligation;
(xix) The Company Disclosure Letter sets forth a list of each of the Companies’ (a) top ten (10) customers (inclusive of distributors and value-added-resellers), based on amounts paid for goods or services for the twelve (12) month period ended December 31, 2022, (each such customer, a “Material Customer”) and (b) except for providers providing professional service for the consummation of the transactions, top ten (10) suppliers and vendors of goods and services to the Company based on amounts paid for goods or services for the twelve (12) month period ended December 31, 2022, during each such period (each such supplier, a “Material Supplier”). No Material Customer or Material Supplier has (i) terminated or to the Company’s Knowledge, threatened to terminate its relationship with the Company; (ii) as of the date hereof, materially reduced its business with the Company or adversely modified its relationship with the Company; (iii) as of the date hereof, notified the Company of its intention to take any such action; or (iv) to the Company’s Knowledge, has become insolvent or is subject to bankruptcy proceedings.
(xx) any Contract with any (A) Material Customer or (B) Material Supplier; and
(xxi) Each Contract that relates to the acquisition or disposition of any Equity Securities in, or assets or properties of, the Company or any of its Subsidiaries (whether by merger, sale of stock or shares, sale of assets, license or otherwise) pursuant to which (A) payment obligations by or to the Company or any of its agents Subsidiaries remain outstanding or representatives(B) any earn-out, deferred or contingent payment obligations remain outstanding (excluding acquisitions or dispositions in the ordinary course of business consistent with past practice or of assets that are obsolete, worn out, surplus or no longer used in the conduct of the Company’s business).
(b) Neither Acquiror nor Merger Sub is, nor has it received written notice Except (x) to the extent that any other party to any such Acquiror Material Specified Contract isor Lease expires, in material violation terminates or material breach of or material default (immediately or upon notice or lapse of time) under any such Acquiror Material Contract to which it is a party or any of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminate, except for any expiration of the term of such Contract not renewed following the date of this Agreement in accordance with its terms. Each Acquiror Material Contract is upon the expiration of the stated term thereof, and (y) for such failures to be legal, valid and binding or to be in full force and effect as would not have a Material Adverse Effect, each Specified Contract and Lease is (i) in full force and effect and (ii) represents the legal, valid and binding obligations of the Company or one or more of its Subsidiaries party thereto and, to the Knowledge of the Company, represents the legal, valid and binding obligations of the other parties thereto, in each case, subject to the Enforceability Exceptions. Except where the occurrence of such breach or default or failure to perform would not have a Material Adverse Effect, is legal(x) the Company and its Subsidiaries have performed in all respects all respective obligations required to be performed by them to date under the Specified Contracts and the Leases and neither the Company, valid and binding on Acquiror or Merger Subthe Company’s Subsidiaries, as applicable, andnor, to the Knowledge of Acquirorthe Company, each any other party thereto, except as would not be material and adverse to Acquiror and Merger Sub, taken as a whole. There thereto is no in breach of or default under any such Acquiror Material Specified Contract or Lease, (y) during the last twelve (12) months, neither the Company nor any of its Subsidiaries has received any written claim or written notice of termination or breach of or default under any Specified Contract or Lease, and (z) no event has occurred which individually or together with other events, would reasonably be expected to result in a breach of or a default under any Specified Contract or Lease by Acquiror the Company or Merger Sub, its Subsidiaries or, to the Knowledge of Acquirorthe Company, any other party theretothereto (in each case, and no event has occurred that with the or without notice or lapse of time or the giving of notice or both would constitute a default thereunder by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a wholeboth).
Appears in 1 contract
Contracts; No Defaults. (a) The Acquiror SEC Reports disclose every “material contract” (as such term is defined in Item 601(b)(10Part 3.13(a) of Regulation S-K the Disclosure Letter lists all Material Contracts. Each Material Contract listed on Part 3.13(a) of the SEC) (other than confidentiality and non-disclosure agreementsDisclosure Letter was entered into, this Agreement and the Subscription Agreements) to which, as arrived at or performed on behalf of the Company or its Subsidiary with the requisite corporate authority and in accordance with the Company’s and such Subsidiary’s customary practices. The Company and its Subsidiaries have fulfilled all material obligations required pursuant to the Material Contracts to have been performed by the Company or any Subsidiary prior to the date hereof. Neither the Company nor its Subsidiaries nor, to the Company’s Knowledge, the other parties to such Material Contracts are in material default thereof and all such Material Contracts are valid and in effect, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other laws of this Agreement, Acquiror general application affecting enforcement of creditors’ rights and (ii) general principles of equity that restrict the availability of equitable remedies. No consent or approval of any Person to a Material Contract is required in connection with the Merger Sub is a party or by which any of their respective assets are bound (nor does the “Acquiror Material Contracts”). True, correct and complete copies consummation of the Acquiror Merger, in and of itself, give any Person to a Material Contracts have been delivered Contract the right to terminate such contract. Except as set forth on Part 3.13(b) of the Disclosure Letter, no customer, supplier, vendor, partner, reseller or made available other distributor of the Company or any Subsidiary has given any written notice (including receipt of notice by electronic means, such as email) to the Company or its agents or representatives.
(b) Neither Acquiror nor Merger Sub is, nor has it received written notice that any other party to any such Acquiror Material Contract is, in material violation or material breach of or material default (immediately or upon notice or lapse of time) under any such Acquiror Material Contract to which it is a party or any of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminate, except for any expiration of the term of such Contract following the date of this Agreement in accordance with its terms. Each Acquiror Material Contract is in full force and effect and, subject to the Enforceability Exceptions, is legal, valid and binding on Acquiror or Merger Sub, as applicable, and, to the Knowledge of Acquiror, each other party thereto, except as would not be material and adverse to Acquiror and Merger Sub, taken as a whole. There is no default under any such Acquiror Material Contract by Acquiror or Merger Sub, Subsidiary or, to the Company’s Knowledge, made any threat to the Company or any Subsidiary that such customer, supplier or vendor intends to cancel or otherwise terminate its relationship with the Company or such Subsidiary, materially and adversely change its relationship with the Company or such Subsidiary, substantially reduce the volume of business it currently does with the Company or such Subsidiary or refuse to renew any Material Contract when it expires. Except as set forth or qualified on Part 3.13(c) of the Disclosure Letter, to the Company’s Knowledge, no customer has issued a request for proposals or quotes or is otherwise engaged in a competitive bidding or proposal process, pursuant to which the customer is seeking proposals for products or services that would substitute for or replace products or services currently provided to that customer by the Company or any Subsidiary. Except as set forth or qualified on Part 3.13(e) of the Disclosure Letter, the assumptions made by the Company regarding customer revenue and reflected in the pro forma invoice processing and mobility revenue detail provided to Parent on November 23, 2011 were on such date made in good faith and reasonable, and the Company has no Knowledge that such assumptions have become unreasonable. Except as set forth on Part 3.13(c) of Acquirorthe Disclosure Letter, there are not and since January 1, 2008 there have not been, any claims asserted by any customer, supplier, vendor, partner, reseller or other distributor(whether or not resulting in litigation or threatened litigation) against the Company or any Subsidiary, including without limitation, pursuant to any service level agreement or commitment, warranty, milestone, benchmark or performance standard or other similar commitments of the Company or such Subsidiary. Except as set forth on Part 3.13(d) of the Disclosure Letter, neither the Company nor any Subsidiary is a party theretoto or bound by any Contract or Legal Requirement under which the Company or any Subsidiary is (A) restricted from selling, and no event has occurred that with the lapse licensing or otherwise distributing any of its technology or products or from providing services to customers or potential customers, in any geographic area, during any period of time or the giving in any segment of notice any market or both would constitute a default thereunder by Acquiror (B) restricted from hiring or Merger Sub, or, to the Knowledge soliciting any current or former employee of Acquiror, any other party thereto, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a wholethird party.
Appears in 1 contract
Samples: Merger Agreement (Tangoe Inc)
Contracts; No Defaults. (a) The Acquiror SEC Reports disclose every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, agreements and this Agreement and the Subscription AgreementsAgreement) to which, as of the date of this Agreement, Acquiror or Merger Sub is a party or by which any of their respective assets are bound (the “Acquiror Material Contracts”). True, correct and complete copies of the Acquiror Material Contracts have been delivered to or made available to the Company or its agents or representatives.
(b) Neither Acquiror nor Merger Sub is, nor has it received written notice that any other party to any such Acquiror Material Contract is, in material violation or material breach of or material default (immediately or upon notice or lapse of time) under any such Acquiror Material Contract to which it is a party or any of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminate, except for any expiration of the term of such Contract following the date of this Agreement in accordance with its terms. Each Acquiror Material Contract is in full force and effect and, subject to the Enforceability Exceptions, is legal, valid and binding on Acquiror or a Merger Sub, as applicable, and, to the Knowledge of Acquiror, each other party thereto, except as would not be material and adverse to Acquiror and Merger Sub, taken as a whole. There is no default under any such Acquiror Material Contract by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a whole.
Appears in 1 contract
Samples: Merger Agreement (10X Capital Venture Acquisition Corp. II)
Contracts; No Defaults. (ai) The Acquiror SEC Reports disclose every “material contract” Schedule 3.4(j) contains a true and complete list of:
(as such term 1) each Offeror Contract;
(2) each power of attorney that is defined currently effective and outstanding in Item 601(b)(10connection with the Business; and
(3) each warranty, guaranty, and or other similar undertaking with respect to any contractual performance in connection with the Business.
(ii) Seller has delivered, or has caused to be delivered, to Buyer a true and complete copy of Regulation S-K each written Offeror Contract and a complete and accurate written summary of the SEC) (other than confidentiality and non-disclosure agreementseach oral Offeror Contract listed on Schedule 3.4(j), this Agreement and the Subscription Agreements) to which, including all amendments or modifications thereto as of the date of this Agreement, Acquiror or Merger Sub is a party or by which any of their respective assets are bound (the “Acquiror Material Contracts”). True, correct and complete copies of the Acquiror Material Contracts have been delivered to or made available to the Company or its agents or representativesClosing Date.
(biii) Neither Acquiror nor Merger Sub isEach Offeror Contract listed on Schedule 3.4(j) is in full force and effect and is valid and enforceable against each applicable Asset Vendor or any applicable Other Obligor and, nor has it received written notice that to the knowledge of each applicable Asset Vendor or any other party to any such Acquiror Material Contract isapplicable Obligor, in material violation or material breach of or material default (immediately or upon notice or lapse of time) under any such Acquiror Material Contract to which it is a party or any of its properties or the other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminateparties thereto, except for any expiration of the term of such Contract following the date of this Agreement in accordance with its terms. Each Acquiror Material No Asset Vendor or any such applicable Other Obligor has Contravened any of the applicable terms and requirements of such Offeror Contracts or received a notice or other communication (written or oral) regarding any actual, alleged, possible or potential Contravention of any such Offeror Contract, and no Asset Vendor or any such applicable Other Obligor has any knowledge of any Contravention of any such Offeror Contract is in full force and effect and, subject to by the Enforceability Exceptions, is legal, valid and binding on Acquiror or Merger Sub, as applicable, and, to the Knowledge of Acquiror, each other party thereto, except as would or parties to it. The sale and purchase of the Assets will not be material and adverse to Acquiror and Merger Sub, taken as a whole. There is no default under deemed an assignment of any such Acquiror Material Offeror Contract which requires the Consent of any third party not received as of the Closing Date.
(iv) There are no current renegotiations of or any attempts of any kind to terminate, amend or modify any of the Offeror Contracts listed on Schedule 3.4(j), and no party to any of such Offeror Contracts has communicated to an Asset Vendor any applicable Other Obligor any notice of any such intention to terminate, amend or modify any of such Offeror Contracts. Further, no Asset Vendor or any applicable Other Obligor has any knowledge that any party to any such Offer Contract has any intention to not renew any such Offeror Contract, if renewable.
(v) No Offeror Contract listed on Schedule 3.4(j) has been amended or modified to increase the amount payable by Acquiror any Asset Vendor or Merger Sub, or, any applicable Other Obligor thereunder to the Knowledge of Acquiror, provide any other benefit to any other party thereto, and no event has occurred that thereto in order to obtain any Consent required in connection with the lapse consummation of time or the giving of notice or both would constitute a default thereunder by Acquiror or Merger SubContemplated Transactions.
(vi) No Offeror Contract requires any consent from any Person to their assignment, or, to the Knowledge of Acquiror, any other party thereto, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a wholeunless such consent has been obtained.
Appears in 1 contract
Contracts; No Defaults. (a) The Acquiror SEC Reports disclose every “material contract” Each Raptor Material Contract is valid and in full force and effect, and is enforceable in accordance with its terms, subject to: (as such term is defined in Item 601(b)(10i) laws of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreementsgeneral application relating to bankruptcy, this Agreement insolvency and the Subscription Agreementsrelief of debtors; and (ii) to whichrules of law governing specific performance, as of the date of this Agreement, Acquiror or Merger Sub is a party or by which any of their respective assets are bound (the “Acquiror Material Contracts”). True, correct injunctive relief and complete copies of the Acquiror Material Contracts have been delivered to or made available to the Company or its agents or representativesother equitable remedies.
(b) Neither Acquiror nor Merger Sub isExcept as set forth in Part 3.12(b) of the Raptor Disclosure Schedule: (i) none of the Raptor Corporations has violated or breached, nor or committed any default under, any Raptor Material Contract, except for violations, breaches and defaults that have not had and would not reasonably be expected to have a Raptor Material Adverse Effect; and, to the Raptor’s Knowledge, no other Person has it received written notice violated or breached, or committed any default under, any Raptor Material Contract, except for violations, breaches and defaults that any other party have not had and would not reasonably be expected to any such Acquiror have a Raptor Material Contract isAdverse Effect; (ii) to the Raptor’s Knowledge, in material violation no event has occurred, and no circumstance or material breach of condition exists, that (with or material default (immediately or upon without notice or lapse of time) will or would reasonably be expected to, (A) result in a violation or breach of any of the provisions of any Raptor Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any Raptor Material Contract, (C) give any Person the right to accelerate the maturity or performance of any Raptor Material Contract, or (D) give any Person the right to cancel, terminate or modify any Raptor Material Contract, except in each such Acquiror case for defaults, acceleration rights, termination rights and other rights that have not had and would not reasonably be expected to have a Raptor Material Contract to which it is a party or Adverse Effect; and (iii) since August 31, 2007, none of the Raptor Corporations has received any of its properties notice or other assets is subject. No such Acquiror communication regarding any actual or possible violation or breach of, or default under, any Raptor Material Contract is the subject of a notice to terminateContract, except in each such case for any expiration of the term of such Contract following the date of this Agreement in accordance with its terms. Each Acquiror Material Contract is in full force defaults, acceleration rights, termination rights and effect and, subject to the Enforceability Exceptions, is legal, valid other rights that have not had and binding on Acquiror or Merger Sub, as applicable, and, to the Knowledge of Acquiror, each other party thereto, except as would not reasonably be material and adverse expected to Acquiror and Merger Sub, taken as have a whole. There is no default under any such Acquiror Raptor Material Contract by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a wholeAdverse Effect.
Appears in 1 contract
Contracts; No Defaults. Except as expressly contemplated by this Agreement (including as contemplated by any Pre-Closing Financing, Proposal, Extension or Charter Amendment):
(a) The Acquiror SEC Reports disclose every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, agreements and this Agreement and the Subscription AgreementsAgreement) to which, as of the date of this Agreement, Acquiror or Merger Sub is a party or by which any of their respective assets are bound (the “Acquiror Material Contracts”). True, correct and complete copies of the Acquiror Material Contracts have been delivered to or made available to the Company or its agents or representativesRepresentatives.
(b) Neither Acquiror nor Merger Sub is, nor has it received written notice that any other party to any such Acquiror Material Contract is, in material violation or material breach of or material default (immediately or upon notice or lapse of time) under any such Acquiror Material Contract to which it is a party or any of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminate, except for any expiration of the term of such Contract following the date of this Agreement in accordance with its terms. Each Acquiror Material Contract is in full force and effect and, subject to the Enforceability Exceptions, is legal, valid and binding on Acquiror or a Merger Sub, as applicable, and, to the Knowledge of Acquiror, each other party thereto, except as would not be material and adverse to Acquiror and Merger Sub, taken as a whole. There is no default under any such Acquiror Material Contract by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a whole.
Appears in 1 contract
Contracts; No Defaults. (a) The Acquiror SEC Reports disclose every “All agreements and obligations of SyntheMed that are material contract” (as such term is defined to the business and operations of SyntheMed or otherwise described in any of the paragraphs of Item 601(b)(10601(b) of Regulation S-K of the SEC) SEC (other than confidentiality and non-disclosure agreementseach, this Agreement and the Subscription Agreements) to which, as of the date of this Agreement, Acquiror or Merger Sub is a party or by which any of their respective assets are bound (the “Acquiror SyntheMed Material ContractsContract.”). True, correct and complete copies of the Acquiror Material Contracts have been delivered to filed as exhibits to, or made available to described in, the Company or its agents or representativesSyntheMed SEC Reports.
(b) Neither Acquiror nor Merger Sub is, nor has it received written notice that any other party to any such Acquiror Each SyntheMed Material Contract isis valid and in full force and effect, and is enforceable in material violation accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
(c) Except as set forth in Part 2.14(c) of the SyntheMed Disclosure Schedule: (i) none of the SyntheMed Corporations has violated or material breach of breached, or material committed any default under, any SyntheMed Material Contract, except for violations, breaches and defaults that have not had and would not reasonably be expected to have a SyntheMed Material Adverse Effect; and, to the SyntheMed’s Knowledge, no other Person has violated or breached, or committed any default under, any SyntheMed Material Contract, except for violations, breaches and defaults that have not had and would not reasonably be expected to have a SyntheMed Material Adverse Effect; (immediately ii) to SyntheMed’s Knowledge, no event has occurred, and no circumstance or upon condition exists, that (with or without notice or lapse of time) will or would reasonably be expected to, (A) result in a violation or breach of any of the provisions of any SyntheMed Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any SyntheMed Material Contract, (C) give any Person the right to accelerate the maturity or performance of any SyntheMed Material Contract, or (D) give any Person the right to cancel, terminate or modify any SyntheMed Material Contract, except in each such Acquiror case for defaults, acceleration rights, termination rights and other rights that have not had and would not reasonably be expected to have a SyntheMed Material Contract to which it is a party or Adverse Effect; and (iii) since January 1, 2009, none of the SyntheMed Corporations has received any of its properties notice or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminatecommunication regarding any actual or possible violation or breach of, or default under, any SyntheMed Contract, except in each such case for any expiration of the term of such Contract following the date of this Agreement in accordance with its terms. Each Acquiror Material Contract is in full force defaults, acceleration rights, termination rights and effect and, subject to the Enforceability Exceptions, is legal, valid other rights that have not had and binding on Acquiror or Merger Sub, as applicable, and, to the Knowledge of Acquiror, each other party thereto, except as would not reasonably be material and adverse expected to Acquiror and Merger Sub, taken as have a whole. There is no default under any such Acquiror SyntheMed Material Contract by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a wholeAdverse Effect.
Appears in 1 contract
Samples: Merger Agreement (SyntheMed, Inc.)
Contracts; No Defaults. (a) The Acquiror SEC Reports disclose every “material contract” Each Raptor Material Contract is valid and in full force and effect, and is enforceable in accordance with its terms, subject to: (as such term is defined in Item 601(b)(10i) laws of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreementsgeneral application relating to bankruptcy, this Agreement insolvency and the Subscription Agreementsrelief of debtors; and (ii) to whichrules of law governing specific performance, as of the date of this Agreement, Acquiror or Merger Sub is a party or by which any of their respective assets are bound (the “Acquiror Material Contracts”). True, correct injunctive relief and complete copies of the Acquiror Material Contracts have been delivered to or made available to the Company or its agents or representativesother equitable remedies.
(b) Neither Acquiror nor Merger Sub isExcept as set forth in Part 3.12(b) of the Raptor Disclosure Schedule: (i) none of the Raptor Corporations has violated or breached, nor or committed any default under, any Raptor Material Contract, except for violations, breaches and defaults that have not had and would not reasonably be expected to have a Raptor Material Adverse Effect; and, to the Raptor’s Knowledge, no other Person has it received written notice violated or breached, or committed any default under, any Raptor Material Contract, except for violations, breaches and defaults that any other party have not had and would not reasonably be expected to any such Acquiror have a Raptor Material Contract isAdverse Effect; (ii) to the Raptor’s Knowledge, in material violation no event has occurred, and no circumstance or material breach of condition exists, that (with or material default (immediately or upon without notice or lapse of time) will or would reasonably be expected to, (A) result in a violation or breach of any of the provisions of any Raptor Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any Raptor Material Contract, (C) give any Person the right to accelerate the maturity or performance of any Raptor Material Contract, or (D) give any Person the right to cancel, terminate or modify any Raptor Material Contract, LEGAL_US_W # 62319343.5 -44- except in each such Acquiror case for defaults, acceleration rights, termination rights and other rights that have not had and would not reasonably be expected to have a Raptor Material Contract to which it is a party or Adverse Effect; and (iii) since August 31, 2007, none of the Raptor Corporations has received any of its properties notice or other assets is subject. No such Acquiror communication regarding any actual or possible violation or breach of, or default under, any Raptor Material Contract is the subject of a notice to terminateContract, except in each such case for any expiration of the term of such Contract following the date of this Agreement in accordance with its terms. Each Acquiror Material Contract is in full force defaults, acceleration rights, termination rights and effect and, subject to the Enforceability Exceptions, is legal, valid other rights that have not had and binding on Acquiror or Merger Sub, as applicable, and, to the Knowledge of Acquiror, each other party thereto, except as would not reasonably be material and adverse expected to Acquiror and Merger Sub, taken as have a whole. There is no default under any such Acquiror Raptor Material Contract by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a wholeAdverse Effect.
Appears in 1 contract
Contracts; No Defaults. (a) The Acquiror SEC Reports disclose every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SECK) (other than confidentiality and non-disclosure agreements, this Agreement and the Subscription Agreementsany Ancillary Agreement to which Acquiror is a party) to which, as of the date of this Agreement, the Acquiror or Merger Sub is Parties are a party or by which any of their respective assets are bound (the “Acquiror Material Contracts”). True, correct and complete copies of the Acquiror Material Contracts have been delivered to or made available to the Company or its agents or representativesRepresentatives.
(b) Neither None of the Acquiror nor Merger Sub Parties is, nor has it received written notice that any other party to any such Acquiror Material Contract is, in material violation or material breach of or material default (immediately or upon notice or lapse of time) under any such Acquiror Material Contract to which it is a party or any of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminate, except for any expiration of the term of such Contract following the date of this Agreement in accordance with its terms. Each Acquiror Material Contract is in full force and effect and, subject to the Enforceability Exceptions, is legal, valid and binding on the Acquiror or Merger SubParties, as applicable, and, to the Knowledge of Acquiror, each other party thereto, except as would not be material and adverse to the Acquiror and Merger Sub, Parties taken as a whole. There is no default under any such Acquiror Material Contract by the Acquiror or Merger Sub, Parties or, to the Knowledge of Acquiror, any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Acquiror or Merger Sub, Parties or, to the Knowledge of Acquiror, any other party thereto, in each case, except as would be material and adverse to the Acquiror and Merger Sub, Parties taken as a whole.
Appears in 1 contract
Samples: Business Combination Agreement (Global Partner Acquisition Corp II)
Contracts; No Defaults. (a) The Acquiror SEC Reports disclose every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K Part 5.16 of the SECDisclosure Letter contains a complete and accurate list, and Coventry has delivered to the Shareholders and Members true and complete copies, of: (i) all agreements and other commitments for the purchase of any materials or supplies that involve an expenditure by Coventry or its Subsidiaries of more than $10,000; (ii) all notes and agreements relating to any indebtedness of Coventry or its Subsidiaries for borrowed money; (iii) all leases or other than confidentiality rental agreements under which Coventry or its Subsidiaries is either lessor or lessee; (iv) all other agreements (including, but not limited to, employment agreements), commitments and non-disclosure agreements, this Agreement and the Subscription Agreementsunderstandings (written or oral) to which, as of the date of this Agreement, Acquiror which Coventry or Merger Sub its Subsidiaries is a party or by which it is bound that require payment by Coventry or its Subsidiaries of more than $10,000 and that cannot be terminated by Coventry or its Subsidiaries on fewer than thirty (30) days' notice without liability; and (v) all patents, trademarks (including service marks), trade xxxx registrations, and applications for registering patents or trademarks, owned by Coventry or its Subsidiaries (none of which is subject to a licensing or other agreement with any of their respective assets are bound (the “Acquiror Material Contracts”other person). True, correct True and complete copies of all written leases, agreements, commitments and understandings (collectively, the Acquiror Material Contracts "Coventry Agreements") referred to in Part 5.16 of the Disclosure Letter have been delivered to or made available to the Company or its agents or representatives.
(b) Neither Acquiror nor Merger Sub Shareholders and Members. Each Coventry Agreement is, nor has it received written notice that any other party to any such Acquiror Material Contract isand at the First Closing and the Second Closing will be, in material violation or material breach of or material default (immediately or upon notice or lapse of time) under any such Acquiror Material Contract to which it is a party or any of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminate, except for any expiration of the term of such Contract following the date of this Agreement in accordance with its terms. Each Acquiror Material Contract is in full force and effect andeffect, subject to except for those that expire by their own terms or which are terminated upon the Enforceability Exceptions, request of Coventry with the written consent of the Shareholders and Members. There is legal, valid and binding on Acquiror no existing default by Coventry or Merger Sub, as applicableits Subsidiaries under any Coventry Agreement, and, to the Knowledge of AcquirorCoventry, each other party thereto, except as would not be material and adverse to Acquiror and Merger Sub, taken as a whole. There there is no existing default under any such Acquiror Material Contract Coventry Agreement by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party theretoto any Coventry Agreement.
(b) Coventry and its Subsidiaries have fully performed all of their contractual obligations to all contracting parties with respect to all Applicable Contracts that have been required to be performed prior to the date hereof, and there are no event has occurred that pending claims, offsets or disputes with respect to any Applicable Contracts. Except as set forth in Part 5.16 of the Disclosure Letter, Coventry and its Subsidiaries have not subcontracted or sublicensed to or from anyone the performance of any of its contractual responsibilities with respect to any Applicable Contract.
(c) Except as set forth in Part 5.16 of the Disclosure Letter, Coventry and its Subsidiaries are not a party to any loan, promissory note, credit agreement, working capital line, factoring arrangement, security interest, pledge, or mortgage with any bank, financial institution or other entity or person.
(d) Except as set forth in Part 5.16 of the Disclosure Letter, Coventry and its Subsidiaries do not have any outstanding loan to any director, officer, shareholder, employee, consultant or contractor of Coventry or any Subsidiary, or to any other person or entity.
(e) Except as set forth in Part 5.16 of the Disclosure Letter, Coventry and its Subsidiaries (i) do not have any power of attorney outstanding and (ii) do not have any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of any obligation of any other person or entity (including without limitation, any director, officer, shareholder, employee, consultant or contractor of Coventry or any Subsidiary). Part 5.16 of the Disclosure Letter sets forth any cross-guarantees or indemnities provided by or among Coventry or any Subsidiary to or for the benefit of Coventry or any other Subsidiary.
(f) Coventry and its Subsidiaries are not a party to any contract or commitment for capital expenditures involving more than $10,000 in any instance.
(g) Coventry and its Subsidiaries are not a party to (i) any contract, pledge or commitment for charitable contributions, (ii) any contract with the lapse United States Government or any state or local government or public authority or any agency thereof, or (iii) any contract with any foreign government or foreign authority or any agency thereof.
(h) Coventry and its Subsidiaries are not, by non-competition agreement, restrictive covenant, court order, injunction, or otherwise, restricted from carrying on any business whatsoever anywhere in the world.
(i) Coventry and its Subsidiaries are not required to provide any letters of time credit, bonding or the giving financial security arrangements in connection with any of notice their businesses, customers or both would constitute a default thereunder by Acquiror suppliers, and none are issued or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a wholeoutstanding.
Appears in 1 contract
Contracts; No Defaults. i. Save for such exceptions as would not individually or collectively have a Material Adverse Effect, Seller's Disclosure Schedule contains a complete and accurate list of, and Seller has delivered to Buyer true and (ato the extent written) The Acquiror SEC Reports disclose every “material contract” complete copies of:
(as such term is defined in Item 601(b)(101) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, this Agreement and the Subscription Agreements) each Applicable Contract to which, as of the date of this Agreement, Acquiror or Merger Sub is a party or by which any of their respective assets are bound the Acquired Companies is a party;
(2) each collective bargaining agreement in effect with any labor union to which any Acquired Company is subject;
(3) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits or losses by any Acquired Company with any other Person;
(4) each Applicable Contract containing covenants that purport to limit the “Acquiror Material Contracts”). Truefreedom of any Acquired Company to engage in any line of business or to compete with any Person;
(5) each written warranty, correct guaranty, and/or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business; and
(6) each amendment, supplement and complete copies modification in respect of any of the Acquiror Material Contracts have been delivered to or made available to the Company or its agents or representativesforegoing.
(b) Neither Acquiror nor Merger Sub isii. Except as set forth in Seller's Disclosure Schedule and save for such exceptions as would not individually or collectively have a Material Adverse Effect, nor has it received written notice that any other party to any such Acquiror Material Contract is, in material violation or material breach of or material default (immediately or upon notice or lapse of time) under any such Acquiror Material Contract to which it is a party or any of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminate, except for any expiration of the term of such Contract following the date of this Agreement in accordance with its terms. Each Acquiror Material each Applicable Contract is in full force and effect andand is valid and enforceable against an Acquired Company in accordance with its terms, subject to bankruptcy, reorganization, insolvency and other similar laws affecting the Enforceability Exceptionsenforcement of creditors' rights in general and to general principles of equity (regardless of whether considered in a proceeding in equity or an action at law) and will remain in full force and effect immediately following the Closing Date after giving effect to the Contemplated Transactions and any notices to be given or Consents required to be obtained pursuant to the provisions of the Applicable Contract.
iii. Except as set forth in Seller's Disclosure Schedule, and save for such exceptions as would not individually or collectively have a Material Adverse Effect:
(1) each Acquired Company is legal, valid in compliance with all applicable terms and binding on Acquiror or Merger Sub, as applicable, and, requirements of each Applicable Contract;
(2) to the Knowledge of AcquirorSeller, each other party thereto, except as would not be material and adverse to Acquiror and Merger Sub, taken as a whole. There is no default Person that has any obligation or liability under any Applicable Contract is in compliance with all applicable terms and requirements of such Acquiror Material Contract by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, and Applicable Contract; and
(3) no event has occurred or circumstance exists that with contravenes or results in a violation or breach of, or gives any Person other than any Acquired Company the lapse of time right to accelerate, cancel or the giving of notice or both would constitute a default thereunder by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, terminate any other party thereto, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a wholeApplicable Contract.
Appears in 1 contract
Samples: Stock Purchase Agreement (Aerolink International Inc)
Contracts; No Defaults. (a) The Acquiror SEC Reports disclose every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K Part 4.16 of the SECDisclosure Letter contains a complete and accurate list, and PF has delivered to Coventry true and complete copies, of: (i) all agreements and other commitments for the purchase of any materials or supplies that involve an expenditure by PF of more than $10,000; (ii) all notes and agreements relating to any indebtedness of PF for borrowed money; (iii) all leases or other than confidentiality rental agreements under which PF is either lessor or lessee; (iv) all other agreements (including, but not limited to, employment agreements), commitments and non-disclosure agreements, this Agreement and the Subscription Agreementsunderstandings (written or oral) to which, as of the date of this Agreement, Acquiror or Merger Sub which PF is a party or by which it is bound that require payment by PF of more than $10,000 and that cannot be terminated by PF on fewer than thirty (30) days' notice without liability; and (v) all patents, trademarks (including service marks), trade xxxx registrations, and applications for registering patents or trademarks, owned by PF (none of which is subject to a licensing or other agreement with any of their respective assets are bound (the “Acquiror Material Contracts”other person). True, correct True and complete copies of all written leases, agreements, commitments and understandings (collectively, the Acquiror Material Contracts "PF Agreements") referred to in Part 4.16 of the Disclosure Letter have been delivered to or made available to the Company or its agents or representatives.
(b) Neither Acquiror nor Merger Sub is, nor has it received written notice that any other party to any such Acquiror Material Contract is, in material violation or material breach of or material default (immediately or upon notice or lapse of time) under any such Acquiror Material Contract to which it is a party or any of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminate, except for any expiration of the term of such Contract following the date of this Agreement in accordance with its termsCoventry. Each Acquiror Material Contract is PF Agreement, at the Second Closing, will be in full force and effect andeffect, subject to except for those that expire by their own terms or which are terminated upon the Enforceability Exceptions, request of PF with the written consent of Coventry. There is legal, valid and binding on Acquiror or Merger Sub, as applicableno existing default by PF under any PF Agreement, and, to the Knowledge of AcquirorPF, each other party thereto, except as would not be material and adverse to Acquiror and Merger Sub, taken as a whole. There there is no existing default under any such Acquiror Material Contract PF Agreement by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party theretoto any PF Agreement.
(b) PF and its Subsidiaries have fully performed all of their contractual obligations to all contracting parties with respect to all Applicable Contracts that have been required to be performed prior to the date hereof, and there are no event has occurred that pending claims, offsets or disputes with respect to any Applicable Contracts. Except as set forth in Part 4.16 of the Disclosure Letter, PF and its Subsidiaries have not subcontracted or sublicensed to or from anyone the performance of any of its contractual responsibilities with respect to any Applicable Contract.
(c) Except as set forth in Part 4.16 of the Disclosure Letter, PF and its Subsidiaries are not a party to any loan, promissory note, credit agreement, working capital line, factoring arrangement, security interest, pledge, or mortgage with any bank, financial institution or other entity or person.
(d) Except as set forth in Part 4.16 of the Disclosure Letter, PF and its Subsidiaries do not have any outstanding loan to any director, officer, shareholder, employee, consultant or contractor of PF or any Subsidiary, or to any other person or entity.
(e) Except as set forth in Part 4.16 of the Disclosure Letter, PF and its Subsidiaries (i) do not have any power of attorney outstanding and (ii) do not have any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of any obligation of any other person or entity(including without limitation, any director, officer, shareholder, employee, consultant or contractor of PF or any Subsidiary). Part 4.16 of the Disclosure Letter sets forth any cross-guarantees or indemnities provided by or among PF or any Subsidiary to or for the benefit of PF or any other Subsidiary.
(f) PF and its Subsidiaries are not a party to any contract or commitment for capital expenditures involving more than $10,000 in any instance.
(g) PF and its Subsidiaries are not a party to (i) any contract, pledge or commitment for charitable contributions, (ii) any contract with the lapse United States Government or any state or local government or public authority or any agency thereof, or (iii) any contract with any foreign government or foreign authority or any agency thereof.
(h) PF and its Subsidiaries are not, by non-competition agreement, restrictive covenant, court order, injunction, or otherwise, restricted from carrying on any business whatsoever anywhere in the world.
(i) PF and its Subsidiaries are not required to provide any letters of time credit, bonding or the giving financial security arrangements in connection with any of notice their businesses, customers or both would constitute a default thereunder by Acquiror suppliers and none are issued or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a wholeoutstanding.
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