Enforceability of Contracts, etc. (a) No Person that is a party to any contract, agreement, commitment or plan to which INT'X.xxx or a Subsidiary is a party has a valid defense, on account of non-performance or malfeasance by INT'X.xxx or a Subsidiary, which would make any such contracts, agreement, commitment or plan not valid and binding upon or enforceable against such parties in accordance with their terms, except to the extent such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, arrangement or similar laws affecting the rights of creditors generally and usual equity principles.
(b) Neither INT'X.xxx, nor any Subsidiary, nor to the knowledge of INT'X.xxx and its Subsidiaries, any other Person, is in breach or violation of, or default under, any material contract, agreement, arrangement, commitment or plan to which INT'X.xxx or a Subsidiary is a party, and no event or action has occurred, is pending, or, to the knowledge of INT'X.xxx and its Subsidiaries, is threatened, which, after the giving of notice, or the lapse of time, or otherwise, would constitute a breach or a default by INT'X.xxx or a Subsidiary or, to the knowledge of INT'X.xxx and its Subsidiaries, any other Person, under any material contract, agreement, arrangement, commitment or plan to which INT'X.xxx or a Subsidiary is a party.
Enforceability of Contracts, etc. (a) To the knowledge of Calogic, based upon the fact that Calogic has not received written notice to the contrary, no Person that is a party to any contract, agreement, commitment or plan to which Calogic is a party has a valid defense, on account of non-performance or malfeasance by Calogic, which would make any such contracts, agreement, commitment or plan not valid and binding upon or enforceable against such parties in accordance with their terms, except to the extent such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, arrangement or similar laws affecting the rights of creditors generally and usual equity principles.
(b) To the knowledge of Calogic, based upon the fact that Calogic has not received written notice to the contrary, neither Calogic nor any other Person, is in material breach or violation of, or default under, any material contract, agreement, arrangement, commitment or plan to which Calogic is a party, and no event or action has occurred, is pending, or, to the knowledge of Calogic, is threatened, which, after the giving of notice, or the lapse of time, or otherwise, would constitute a material breach or a default by Calogic or, to the knowledge of Calogic, any other Person, under any material contract, agreement, arrangement, commitment or plan to which Calogic is a party.
Enforceability of Contracts, etc. (a) No Person that is a party to any contract, agreement, commitment or plan to which HT is a party has a valid defense, on account of non-performance or malfeasance by HT, which would make any such contracts, agreement, commitment or plan not valid and binding upon or enforceable against such parties in accordance with their terms, except to the extent such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, arrangement or similar laws affecting the rights of creditors generally and usual equity principles.
(b) Neither HT, nor, to the knowledge of HT, any other Person, is in material breach or violation of, or default under, any material contract, agreement, arrangement, commitment or plan to which HT is a party, and no event or action has occurred, is pending, or, to the knowledge of HT, is threatened, which, after the giving of notice, or the lapse of time, or otherwise, would constitute a material breach or a default by HT or, to the knowledge of HT, any other Person, under any material contract, agreement, arrangement, commitment or plan to which HT is a party.
Enforceability of Contracts, etc. (a) No person, firm, corporation or entity who is a party to any contract, agreement, commitment or plan to which the Company is a party (excluding warranty claims arising in the ordinary course of business and consistent with past practice, which are not expected by the Company to be material in the aggregate) involving potential liability or obligation in excess of $10,000 has a valid defense, on account of non-performance or malfeasance by the Company, which would make any such contracts, agreement, commitment or plan not valid and binding upon or enforceable against such parties in accordance with their terms, except to the extent such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, arrangement or similar laws affecting the rights of creditors generally and usual equity principles.
(b) Neither the Company, nor, to the knowledge of the Company, any other person, firm, corporation or entity, is in breach or violation of, or default under, any material contract, agreement, arrangement, commitment or plan to which the Company is a party, and no event or action has occurred, is pending, or, to the knowledge of the Company, is threatened, which, after the giving of notice, or the lapse of time, or otherwise, would constitute a breach or a default by the Company or, to the knowledge of the Company, any other person, firm, corporation or entity, under any material contract, agreement, arrangement, commitment or plan to which the Company is a party. The Company is not in breach or violation of, or default under, its Restated Certificate of Incorporation or By-laws, and no event or action has occurred, is pending, or is threatened, which, after the giving of notice, or the lapse of time, or otherwise, would constitute a breach or a default by the Company under its Restated Certificate of Incorporation or By-laws.
Enforceability of Contracts, etc. (a) No Person that is a party to any material contract, agreement, commitment or plan to which Diamond or any Subsidiary is a party has a valid defense, on account of non-performance or malfeasance by Diamond or such Subsidiary, which would make any such contracts, agreement, commitment or plan not valid and binding upon or enforceable against such parties in accordance with their terms, except to the extent such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, arrangement or similar laws affecting the rights of creditors generally and usual equity principles.
(b) Neither Diamond, nor any Subsidiary, nor, to the knowledge of Diamond and its Subsidiaries, any other Person, is in breach or violation of, or default under, any material contract, agreement, arrangement, commitment or plan to which Diamond or any Subsidiary is a party, and no event or action has occurred, is pending, or, to the knowledge of Diamond and its Subsidiaries, is threatened, which, after the giving of notice, or the lapse of time, or otherwise, would constitute a breach or a default by Diamond or any Subsidiary or, to the knowledge of Diamond and its Subsidiaries, any other Person, under any material contract, agreement, arrangement, commitment or plan to which Diamond or any Subsidiary is a party.
Enforceability of Contracts, etc. (a) To the knowledge of Alacrity, no Person that is a party to any contract, agreement, commitment or plan to which Alacrity is a party has a valid defense, on account of non-performance or malfeasance by Alacrity, which would make any such contracts, agreement, commitment or plan not valid and binding upon or enforceable against such parties in accordance with their terms, except to the extent such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, arrangement or similar laws affecting the rights of creditors generally and usual equity principles.
(b) Neither Alacrity, nor, to the knowledge of Alacrity, any other Person, is in breach or violation of, or default under, any material contract, agreement, arrangement, commitment or plan to which Alacrity is a party, and no event or action has occurred, is pending, or, to the knowledge of Alacrity, is threatened, which, after the giving of notice, or the lapse of time, or otherwise, would constitute a breach or a default by Alacrity or, to the knowledge of Alacrity, any other Person, under any material contract, agreement, arrangement, commitment or plan to which Alacrity is a party.
(c) Any breach of, default or event of default under those certain Convertible Promissory Notes due May 31, 2000 in the aggregate principal amount of $1,200,000 issued by Alacrity to Triophy Investments, Ltd. and Current Ventures II, Ltd (the "Convertible Notes") has been irrevocably waived, and the ----------------- term of such Convertible Notes has been validly extended to become due no sooner than the earlier of (i) the Effective Time or (ii) September 15, 2000 and the holders of certain Convertible Notes shall sell them to TranSwitch pursuant to the Purchase Agreement.
Enforceability of Contracts, etc. Neither the Company, nor, to the knowledge of the Sellers, any other person, firm, corporation or entity, is in breach or violation of, or default under, any material contract, agreement, arrangement, commitment or plan to which the Company or any of its Subsidiaries is a party, and no event or action has occurred or, to the knowledge of the Sellers, is pending or threatened, which, with or without the giving of notice, or the lapse of time, or otherwise, would constitute a breach or a default by the Company or any of its Subsidiaries or, to the knowledge of the Sellers, any other person, firm, corporation or entity, under any material contract, agreement, arrangement, commitment or plan to which the Company or any of its Subsidiaries is a party. The Company and its Subsidiaries are not in breach or violation of, or default under, their Memorandum and Articles of Association or other organizational documents, and no event or action has occurred or, to the knowledge of the Sellers, is pending or threatened, which, with or without the giving of notice, or the lapse of time, or otherwise, would constitute a breach or violation of or a default by the Company or any of its Subsidiaries under their Memorandum and Articles of Association or other organizational documents.
Enforceability of Contracts, etc. (a) No Person that is a party to any contract, agreement, commitment or plan to which Mentorix is a party has a valid defense, on account of non-performance or malfeasance by Mentorix, which would make any such contracts, agreement, commitment or plan not valid and binding upon or enforceable against such party in accordance with their terms, except to the extent such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, arrangement or similar laws affecting the rights of creditors generally and usual equity principles.
(b) Neither Mentorix, nor, to the knowledge of Mentorix, any other Person, is in breach or violation of, or default under, any Material Contract, and no event or action has occurred, is pending, or, to the knowledge of Mentorix, is threatened, which, after the giving of notice, or the lapse of time, or otherwise, would constitute a breach or a default by Mentorix or, to the knowledge of Mentorix, any other Person, under any Material Contract.
Enforceability of Contracts, etc. (a) No Person that is a party to any contract, agreement, commitment or plan to which Adaytum is a party has a valid defense, on account of non-performance or malfeasance by Adaytum, which would make any such contracts, agreement, commitment or plan not valid and binding upon or enforceable against such parties in accordance with their terms, except to the extent such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, arrangement or similar laws affecting the rights of creditors generally and usual equity principles.
(b) Neither Adaytum nor, to the knowledge of Adaytum, any other Person, is in breach or violation of, or default under, any material contract, agreement, arrangement, commitment or plan to which Adaytum is a party, and no event or action has occurred, is pending, or, to the knowledge of Adaytum, is threatened, which, after the giving of notice, or the lapse of time, or otherwise, would constitute a breach or a default by Adaytum or, to the knowledge of Adaytum, any other Person, under any material contract, agreement, arrangement, commitment or plan to which Adaytum is a party.
Enforceability of Contracts, etc. (a) To the knowledge of Horizon, no Person that is a party to any contract, agreement, commitment or plan to which Horizon is a party has a valid defense, on account of non-performance or malfeasance by Horizon, which would make any such contracts, agreement, commitment or plan not valid and binding upon or enforceable against such parties in accordance with their terms, except to the extent such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, arrangement or similar laws affecting the rights of creditors generally and usual equity principles.
(b) Neither Horizon, nor, to the knowledge of Horizon, any other Person, is in breach or violation of, or default under, any material contract, agreement, arrangement, commitment or plan to which Horizon is a party, and no event or action has occurred, is pending, or, to the knowledge of Horizon, is threatened, which, after the giving of notice, or the lapse of time, or otherwise, would constitute a breach or a default by Horizon or, to the knowledge of Horizon, any other Person, under any material contract, agreement, arrangement, commitment or plan to which Horizon is a party.
