Enforceability; Breach. Each contractual obligation required to be disclosed on the attached Disclosure Schedule (Real Property), (Intellectual Property), (Contracts) or (Customers and Suppliers) (each, a “Disclosed Contract”) is enforceable against each party to such contractual obligation, and is in full force and effect, and, subject to obtaining any necessary consents disclosed in the attached Disclosure Schedule, will continue to be so enforceable and in full force and effect on identical terms in favor of the Buyer following the consummation of the Contemplated Transactions. The Company has not been nor is currently, and no other party to any Disclosed Contract has been or is currently, in breach or violation of, or default under, or has repudiated any provision of, any Disclosed Contract. The Seller has delivered to the Buyer true, accurate and complete copies of each written Disclosed Contract, in each case, as amended or otherwise modified and in effect. The Seller has delivered to the Buyer a written summary setting forth the terms and conditions of each oral Disclosed Contract.
Enforceability; Breach. Schedule 3.19.3 sets forth each material contract to which the Company is a party (each, a “Contract”). To Seller’s Knowledge, each Contract is enforceable against each counterparty to such Contract, and is in full force and effect, and, subject to obtaining any necessary consents, each of which the Company has disclosed in Schedule 3.19.3, and subject to limitations to enforceability resulting from equitable principles or from bankruptcy, fraudulent conveyance or insolvency laws affecting creditors’ rights generally, will continue to be so enforceable and in full force and effect on identical terms following the consummation of the Contemplated Transactions. Neither the Company nor, to the Seller’s Knowledge, any other party to any Contract therewith has been or is currently in material breach or violation of, or default under, or has repudiated any provision of, any Contract. The Company has delivered to the Buyer true, accurate and complete copies of each written Contract, in each case, as amended or otherwise modified and in effect.
Enforceability; Breach. To the Company’s knowledge, each contractual obligation required to be disclosed on Schedule 3.9 (Debt), 3.11 (Real Property Leases), 3.12 (Intellectual Property), 3.15 (Employee Plans), 3.17 (Contracts), 3.19 (Customers and Suppliers) or 3.23 (Insurance) (each, a “Disclosed Contract”) is enforceable against each party to such contractual obligation, and is in full force and effect, and, subject to obtaining any necessary consents or notices disclosed in Schedule 3.3 and Schedule 3.4, will continue to be so enforceable and in full force and effect on identical terms following the consummation of the Contemplated Transactions. No Acquired Company is currently in breach or violation of, or default under, or has repudiated any provision of, any Disclosed Contract. The Seller has made available to the Buyer true, accurate and complete copies of each written Disclosed Contract, in each case, as amended or otherwise modified and in effect. The Stock Purchase Agreement dated February 5, 2008 by and among the Company, 2161001 Ontario Inc. and the sellers party thereto is enforceable against each party thereto, is in full force and effect, and, including with respect to Section 7.12 thereof, will continue to be enforceable by the Company and in full force and effect following the consummation of the Contemplated Transactions, in each case, in accordance with its terms. The Company has terminated the Management Services Agreement.
Enforceability; Breach. Each contract required to be disclosed on Section 4.13.1 of the Company Disclosure Letter, together with the Real Property Leases and the IP Contracts (all such contracts, the “Material Contracts”) is a valid and binding obligation of the Company or its Subsidiary and enforceable against the Company and, to the Knowledge of the Company, enforceable against each other party thereto (except as enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Legal Requirements relating to creditors’ rights generally and (ii) general principles of equity, whether such enforceability is considered in a proceeding in equity or at law) against each party thereto and is in full force and effect. The Company has not received written notice of cancellation of any Material Contract. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any other party to any Material Contract is in material breach or violation of, or material default under, any Material Contract.
Enforceability; Breach. To the Company’s Knowledge, each contractual obligation required to be disclosed on Schedule 3.9 (Debt), 3.12 (Real Property Leases), 3.13 (Intellectual Property), 3.16 (Employee Plans), 3.18 (Contracts), 3.20 (Customers and Suppliers) or 3.25 (Insurance) (each, a “Disclosed Contract”) is enforceable against each party to such contractual obligation, and is in full force and effect, and, subject to obtaining any necessary consents disclosed in Schedule 3.3, and subject to limitations to enforceability resulting from equitable principles or from bankruptcy, fraudulent conveyance or insolvency laws affecting creditors’ rights generally, will continue to be so enforceable and in full force and effect on identical terms following the consummation of the Contemplated Transactions. No Acquired Company or, to the Company’s Knowledge, any other party to any Disclosed Contract has been or is currently in breach or violation of, or default under, or has repudiated any provision of, any Disclosed Contract. The Acquired Companies have delivered to the Buyer true, accurate and complete copies of each written Disclosed Contract, in each case, as amended or otherwise modified and in effect.
Enforceability; Breach. Except as set forth on Schedule 3.17.2, each Contract required to be disclosed (and each Contract entered into after the date hereof but, if entered into prior to the date hereof, that would have been required to be disclosed) on Schedule 3.9 (Debt), Schedule 3.11 (Real Property), Schedule 3.12.3 (IP Contracts), Schedule 3.15.2 (Employee Benefit Plans), Schedule 3.17.1 (Contracts) or Schedule 3.22 (Insurance) or with a customer or supplier required to be disclosed on Schedule 3.19 (each, a “Disclosed Contract”) is enforceable against each party to such Contract, and is in full force and effect, and, subject to obtaining any necessary consents disclosed on Schedule 3.4 (Noncontravention) and terminations of any such Disclosed Contract in accordance with its terms after the date hereof, will continue to be so enforceable and in full force and effect on identical terms immediately following the consummation of the Contemplated Transactions, in each case subject to the Enforceability Exceptions. Except as set forth on Schedule 3.17.2, no Group Company or, to the Company’s Knowledge, any other party to any Disclosed Contract has been or is currently in material breach or material violation of, or material default under, or has repudiated any provision of, any Disclosed Contract nor has any event occurred that with the lapse of time, or the giving of notice, or both, would constitute a material default under any Disclosed Contract. The Company has made available to the Buyer Parties true, accurate and complete copies of each written Disclosed Contract, in each case, as amended or otherwise modified and in effect. The Company has made available to the Buyer Parties a written summary setting forth the terms and conditions of each oral Disclosed Contract.
Enforceability; Breach. To the Company’s Knowledge, each contractual obligation to which the Company is a party (each, a “Contract”) is enforceable against each counterparty to such contractual obligation, and is in full force and effect, and, subject to obtaining any necessary consents, each of which the Company has disclosed to the Buyer in the Company Due Diligence Material, and subject to limitations to enforceability resulting from equitable principles or from bankruptcy, fraudulent conveyance or insolvency laws affecting creditors’ rights generally, will continue to be so enforceable and in full force and effect on identical terms following the consummation of the Contemplated Transactions. The Company or, to the Company’s Knowledge, any other party to any contract therewith has not been or is not currently in breach or violation of, or default under, or has repudiated any provision of, any Contract. The Company has delivered to the Buyer true, accurate and complete copies of each written Contract, in each case, as amended or otherwise modified and in effect.
Enforceability; Breach. Each Contractual Obligation required to be disclosed on Schedule 3.7 (Debt), Schedule 3.9 (Leased Real Property), Schedule 3.13.1 (Employee Benefit Plans), Schedule 3.7(Contracts) or Schedule 3.19 (Insurance), (each, a “Disclosed Contract”) is enforceable against the Company and, to the Company’s Knowledge, each counterparty to such Contractual Obligation, and is in full force and effect, and, subject to obtaining any necessary consents required to be disclosed on Schedule 3.3 (Noncontravention), will continue to be so enforceable and in full force and effect on identical terms following the consummation of the Contemplated Transactions. Neither the Company nor, to the Company’s Knowledge, any other party to any Disclosed Contract has been, has received written notice of or is currently in breach or violation of, or default under, or has repudiated any provision of, any Disclosed Contract nor has any event occurred that with the lapse of time, or the giving of notice, or both, would constitute a default under any Disclosed Contract and the Company has not received any written notice that any party intends to terminate, cancel or not renew any Disclosed Contract. The Company has delivered to the Buyer true, accurate and complete copies of each written Disclosed Contract, in each case, as amended or otherwise modified and in effect. The Company has delivered to the Buyer a written summary setting forth the terms and conditions of each oral Disclosed Contract, if any.
Enforceability; Breach. Each Contract required to be disclosed on Schedule 3.9 (Debt), Schedule 3.12 (Real Property), Schedule 3.13.4 (IP Contracts), Schedule 3.16.2 (Employee Benefit Plans), Schedule 3.19.1 (Contracts) or Schedule 3.25 (Insurance) or with a customer or supplier required to be disclosed on Schedule 3.21 (Customers and Suppliers) (each of the foregoing Contracts, a “Disclosed Contract”) is enforceable (subject to the Enforceability Exceptions) against each party to such Contract in accordance with its term, and is in full force and effect, and, subject to obtaining any necessary consents disclosed on Schedule 3.4 (Noncontravention), will continue to be so enforceable and in full force and effect on identical terms following the consummation of the Contemplated Transactions. No Acquired Company or any other party to any Disclosed Contract has been or is currently in breach or violation of, or default under, or has repudiated any provision of, any Disclosed Contract nor has any event occurred that with the lapse of time, or the giving of notice, or both, would reasonably be expected to constitute a default under any Disclosed Contract, and no notice with respect to any of the foregoing has been sent or received by any Acquired Company. The Company has delivered to the Buyer true, accurate and complete copies of each written Disclosed Contract, in each case, as amended or otherwise modified and in effect. The Company has delivered to the Buyer a written summary setting forth the terms and conditions of each oral Disclosed Contract.
Enforceability; Breach. To the Company’s Knowledge, each contractual obligation required to be disclosed on Schedule 3.9 (Debt), 3.12 (Real Property Leases), 3.13 (Intellectual Property), 3.16 (Employee Plans), 3.18 (Contracts), or 3.25 (Insurance) (each, a “Disclosed Contract”) is enforceable against each party to such contractual obligation, and is in full force and effect, and, subject to obtaining any necessary consents disclosed in Schedule 3.3, and subject to limitations to enforceability resulting from equitable principles or from bankruptcy, fraudulent conveyance or insolvency laws affecting creditors’ rights generally, will continue to be so enforceable and in full force and effect on identical terms following the consummation of the Contemplated Transactions, except for such failures to be enforceable that would not have a Material Adverse Effect. No Acquired Company or, to the Company’s Knowledge, any other party to any Disclosed Contract has been or is currently in breach or violation of, or default under, or has repudiated any provision of, any Disclosed Contract, except for any breach or violation that would not have a Material Adverse Effect.
