Material Contracts and Licenses. Except as set forth in Schedule 13 hereto, there has been no change to the (i) contracts to which any Company is party and (ii) licenses or permits granted to, held by or in favor of any Company, in each case, that are material to the business, condition (financial or otherwise), operations, performance, properties or prospects of such Company since the Prior Perfection Certificate.
Material Contracts and Licenses. Permit any License or Material Contract to be amended, modified or terminated, nor waive any right thereunder to the extent such amendment, modification, termination or waiver would in the aggregate have, or be reasonably likely to have, a Material Adverse Effect.
Material Contracts and Licenses. (a) Any of the Material Contracts and Licenses is terminated, cancelled, suspended or revoked or otherwise ceases to be valid, binding and enforceable and in full force and effect (whether wholly or in part) or it is or becomes unlawful for any person or entity to perform any of its obligations under any of the Material Contracts and Licenses.
(b) There is an event of default (without further possibility of cure)pursuant to the terms of any of the Material Contracts and Licenses or there is a default (howsoever described) under any of the Material Contracts and Licenses or any other event or circumstance occurs entitling any person, authority or entity to terminate or give notice of termination of any of the Material Contracts and Licenses.
(c) Any restrictions or conditions are imposed on any of the Material Contracts and Licenses that may cause a Material Adverse Effect.
(d) Any of the Material Contracts and Licenses is modified or varied in a way that is adverse in any material respect to the interests of a Seller.
(e) Any of the Material Contracts and Licenses expires and is not renewed on substantially the same (or more beneficial to the Sellers) terms.
(f) No Event of Default will occur under this Clause 14.11 (Material Contracts and Licenses) if:
(i) such Material Contract and License is replaced by a new Material Contract and License (which shall also be a Material Contract and License for the purposes of the Prepayment Documents) in all material respects similar to the Material Contracts and License which was cancelled, suspended, materially amended (in an adverse manner), revoked or terminated within ten (10) Business Days after the earlier of the Buyer giving notice to the relevant Obligor and the relevant Obligor becoming aware of such circumstances; or
(ii) the relevant Obligor demonstrates to the reasonable satisfaction of the Buyer that such circumstances do not have and are not reasonably likely to have a Material Adverse Effect.
Material Contracts and Licenses. (A) Exhibit 5(j)(viii)(A) sets forth a list of all Material Contracts as of the date of this Agreement. To such party’s knowledge, after due inquiry, and without prejudice to any dispute that they may have with any third party, no breach, default or event of default (each as defined in the applicable Material Contract) has occurred and is continuing with respect to any party to any Material Contract.
(B) To such party’s knowledge, after due inquiry, such party owns, has the right to use or has the benefit of, all permits, licenses, trademarks, patents, franchises and similar rights with respect to the usage of technology or other property (other than those constituting Governmental Approvals) that are necessary or advisable for the conduct of its business as contemplated herein, except where it could not reasonably be expected to result in a Material Adverse Effect.
Material Contracts and Licenses. Schedule 5.01(x) sets forth a complete and accurate list as of the Effective Date of all Material Contracts and all material licenses of each Loan Party, showing the parties and subject matter thereof. Each such Material Contract and license both before and after giving effect to the IPO (i) is in full force and effect and is binding upon and enforceable against each Loan Party that is a party thereto and, to the best knowledge of such Loan Party, all other parties thereto in accordance with its terms, and (ii) is not in default due to or has not been violated by, the action of any Loan Party or, to the best knowledge of any Loan Party, any other party thereto, except where such default is not reasonably likely to have a Material Adverse Effect. Without limiting the foregoing, no default or violation shall arise under any such license or agreement solely as a result of the assignment and transfer of such license or agreement in connection with the IPO. No Loan Party has received any notice or threat of cancellation of any such Material Contract or license which cancellation (together with all similar cancellations) is reasonably likely to have a Material Adverse Effect.
Material Contracts and Licenses. 29 SECTION 4. CONDITIONS PRECEDENT 29 4.1 Conditions to Initial Loans.................................... 29 4.2 Conditions to Each Loan........................................ 29 SECTION 5. AFFIRMATIVE COVENANTS 30
Material Contracts and Licenses. 4.1 Closing Documents 6.2(d) Existing Indebtedness
Material Contracts and Licenses. (a) The Borrower has heretofore furnished to the Administrative Agent true and correct copies of all Material Contracts and Licenses and there has been no material amendment, modification, termination or other change to any such Material Contract or License other than as previously disclosed in writing to the Lenders.
Material Contracts and Licenses. The Borrower shall comply with its obligations, and enforce its rights and exercise its discretions, under the Material Contracts and Licenses, except where the failure to so comply with, or exercise its rights and discretions under, the same would not have a Material Adverse Effect.
Material Contracts and Licenses. Schedule 5.01(x) sets forth a complete and accurate list as of the Effective Date of all Material Contracts and all material licenses of each Loan Party, showing the parties and subject matter thereof. Each such Material Contract and license (i) is in full force and effect and is binding upon and enforceable against each Loan Party that is a party thereto and, to the best knowledge of such Loan Party, all other parties thereto in accordance with its terms, and (ii) is not in default due to or has not been violated by, the action of any Loan Party or, to the best knowledge of any Loan Party, any other party thereto, except where such default is not reasonably likely to have a Material Adverse Effect. No Loan Party has received any notice or threat of cancellation of any such Material Contract or license which cancellation (together with all similar cancellations) is reasonably likely to have a Material Adverse Effect.
