Leases in Effect. All real property leases and subleases as to which Company or any of the Company Subsidiaries is a party and any amendments or modifications thereof which have been filed as exhibits to the Company SEC Documents or are listed on the Company Disclosure Schedule (each a "Lease" and collectively, the "Leases") are valid, in full force and effect, enforceable, and there are no existing defaults on the part of Company, and Company has not received nor given notice of default or claimed default with respect to any Lease, nor is there any event that with notice or lapse of time, or both, would constitute a default thereunder, except for defaults, claimed defaults or events that with notice or lapse of time, or both, would constitute a default that have not had, and would not have, individually or in the aggregate, a Material Adverse Effect on the Business Condition of Company. No consent is required from any party under any Lease in connection with the completion of the transactions contemplated by this Agreement, and Company has not received notice that any party to any Lease intends to cancel, terminate, or refuse to renew the same or to exercise any option or other right thereunder, except where the failure to receive such consent, or where such cancellation, termination or refusal, would not have a Material Adverse Effect on Company's Business Condition.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Pathways Group Inc), Agreement and Plan of Reorganization (Upgrade International Corp /Fl/)
Leases in Effect. All real property leases and subleases as to which the ---------------- Company or any of the Company Subsidiaries is a party and any amendments or modifications thereof which have been filed as exhibits to the Company SEC Documents or are listed on the Company Disclosure Schedule (each a "Lease" and and, collectively, the "Leases") are listed in the Disclosure Schedules and are valid, in full force and effect, effect and enforceable, and there are no existing defaults on the part of Company, the Company and the Company has not received nor given notice of default or claimed default with respect to any Lease, nor is there any event that with notice or lapse of time, or both, would constitute a default thereunder, except for defaults, claimed defaults or events that with notice or lapse of time, or both, would constitute a default that have not had, and would not have, individually or in the aggregate, a Material Adverse Effect . Except as set forth on the Business Condition of Company. No Disclosure Schedules, no consent is required from any party the Company under any Lease in connection with the completion of the transactions contemplated by this Agreement, and the Company has not received notice that any party to any Lease intends to cancel, terminate, or refuse to renew the same or to exercise any option or other right thereunder, except where the failure to receive such consent, or where such cancellation, termination termination, or refusal, refusal would not have a Material Adverse Effect on the Company's Business Condition.
Appears in 2 contracts
Samples: Acquisition Agreement (Imaging Technologies Corp/Ca), Acquisition Agreement (Imaging Technologies Corp/Ca)
Leases in Effect. All real property leases and subleases as to which Company or any of ----------------- the Company Subsidiaries is a party and any amendments or modifications thereof which have been filed as exhibits to the Company SEC Documents or are listed on the Company Disclosure Schedule (each a "Lease" and and, collectively, the "Leases") are listed in the Disclosure Schedules and are valid, in full force and effect, effect and enforceable, and there are no existing defaults on the part of Company, the Company and the Company has not received nor given notice of default or claimed default with respect to any Lease, nor is there any event that with notice or lapse of time, or both, would constitute a default thereunder, except for defaults, claimed defaults or events that with notice or lapse of time, or both, would constitute a default that have not had, and would not have, individually or in the aggregate, a Material Adverse Effect . Except as set forth on the Business Condition of Company. No Disclosure Schedules, no consent is required from any party the Company under any Lease in connection with the completion of the transactions contemplated by this Agreement, and the Company has not received notice that any party to any Lease intends to cancel, terminate, or refuse to renew the same or to exercise any option or other right thereunder, except where the failure to receive such consent, or where such cancellation, termination termination, or refusal, refusal would not have a Material Adverse Effect on the Company's Business Condition.
Appears in 1 contract
Samples: Acquisition Agreement (Imaging Technologies Corp/Ca)
Leases in Effect. All real property leases and subleases as to which Company or any of the Company Subsidiaries is a party and any amendments or modifications thereof which have been filed as exhibits to the Company SEC Documents or are listed on the Company Disclosure Schedule (each a "Lease" and and, collectively, the "Leases") are listed in the Disclosure Schedules and are valid, in full force and effect, effect and enforceable, and there are no existing defaults on the part of Company, any party and Company no party has not received nor given notice of default or claimed default with respect to any Lease, nor is there any event that with notice or lapse of time, or both, would constitute a default thereunder, except for defaults, claimed defaults or events that with notice or lapse of time, or both, would constitute a default that have not had, and would not have, individually or in the aggregate, a Material Adverse Effect . Except as set forth on the Business Condition of Company. No Disclosure Schedules, no consent is required from any party under any Lease in connection with the completion of the transactions contemplated by this Agreement, and none of the Company has not and Seller have received notice that any party to any Lease intends to cancel, terminate, or refuse to renew the same or to exercise any option or other right thereunder, except where the failure to receive such consent, or where such cancellation, termination termination, or refusal, refusal would not have a Material Adverse Effect on Company's Business Conditionthe Company and Seller.
Appears in 1 contract