Material Contracts and Material Licences. At the request of the Lender from time to time, provide to the Lender certified copies of all Material Contracts and Material Licences.
Material Contracts and Material Licences. (a) Schedule 8.01(22), (as amended from time to time), accurately sets out all Material Contracts and Material Licences;
(b) a true and complete certified copy of each Material Contract and Material Licence has been or, within 30 days of its entry into effect, will be delivered to the Agent and each Material Contract and Material Licence is in full force and effect;
(c) to the Borrowers’ knowledge, no event has occurred and is continuing which would constitute a breach of or a default under any Material Contract or Material Licence which would entitle any party thereto or any applicable Governmental Authority to terminate or revoke such Material Contract or Material Licence;
(d) each Material Contract is binding upon the Obligor party thereto and, to its knowledge, is a binding agreement of each other Person who is a party to the Material Contract;
(e) each Material Contract is assignable in accordance with its terms without the consent of the counterparty thereto or such consent has otherwise been obtained; and
(f) each Customer Contract, other than Customer Contracts totalling no more than 2% of Gross Margin, is assignable in accordance with its terms without the consent of the counterparty thereto or such consent has otherwise been obtained.
Material Contracts and Material Licences. (a) Schedule 6.01(22) (as amended from time to time after the Closing Date), contains a true and complete list of all Material Contracts and Material Licences. Schedule 6.01(22) shall be deemed to be amended to include each such Material Contract and Material Licence in respect of which the Lender has received notice pursuant to Section 7.01(9)(h).
(b) a true and complete copy of each Material Contract and Material Licence existing at the Closing Date has been delivered to the Lender and each Material Contract and Material Licence is in full force and effect;
(c) no event has occurred and is continuing which would constitute a breach of or a default under any Material Contract or Material Licence; and
(d) each Material Contract to which a Group Party is a party is binding upon such Group Party and, to the knowledge of a Responsible Officer of the Borrower, is a binding agreement of each other Person who is a party to the Material Contract.
Material Contracts and Material Licences. At the request of the Agent from time to time, provide to the Lenders certified copies of all Material Contracts and Material Licences.
Material Contracts and Material Licences. To the Borrower’s knowledge, no event has occurred and is continuing which would constitute a breach of or a default under any Material Contract or Material Licence which would reasonably be expected to have a Material Adverse Effect on the Obligors and each Material Contract is binding upon the Obligor party thereto.
Material Contracts and Material Licences. No event has occurred and is continuing that would constitute a breach of or a default under any Material Contract or Material Licence and each Material Contract to which an Obligor is a party is binding upon it and, to the Borrower’s knowledge, is a binding agreement of each other Person who is a party thereto.
Material Contracts and Material Licences. Ensure that any Material Contract or Material Licence is specifically assigned by way of security in favour of the Lender and deliver an acknowledgement of a Person or Governmental Authority to such assignment, if required by the terms of such Material Contract or Material License.
Material Contracts and Material Licences. (a) Schedule G accurately sets out all Material Contracts and Schedule H accurately sets out all Material Licences.
(b) A true and complete certified copy of each Material Contract and Material Licence has been delivered to the Administration Agent and each Material Contract and Material Licence is in full force and effect, unamended except as permitted under this Agreement.
(c) No event has occurred and is continuing caused by any member of the Restricted Group or, to the best of Borrower's knowledge, caused by any other party to a Material Contract or Material Licence which would constitute a material breach of or a default under any Material Contract or Material Licence.
(d) Each Material Contract to which it is a party is binding upon it and, to its knowledge, is a binding agreement of each other Person who is a party to the Material Contract, in each case enforceable in accordance with its terms, subject to any bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally.
(e) It has not made any prepayments to or received any prepayments from third parties under any Material Contract out of the ordinary course of its business.
Material Contracts and Material Licences. It shall and shall cause each Guarantor to:
(a) perform all of its duties and obligations under, comply with all the terms of, and enforce its rights under, the Material Contracts and Material Licences all in accordance with prudent business practice;
(b) deliver to the Administration Agent true and complete copies of each Material Contract or Material Licence and each other contract which has been requested by the Administration Agent, and, if requested by the Administration Agent, execute and deliver to the Administration Agent a specific assignment of each contract in favour of the Administration Agent and use reasonable commercial efforts to obtain the consent to assignment of the other party or parties to each Material Contract or Material Licence in a form acceptable to the Administration Agent;
(c) promptly upon request by the Administration Agent, provide the Administration Agent with all information regarding contractual relations of the Borrower of a material nature which is requested by the Administration Agent; and
(d) use reasonable commercial efforts to obtain and deliver to the Administration Agent the consent of any party that the Administration Agent requests with respect to the Lien on any Material Contract or Material Licence in favour of the Administration Agent, such consent to be in form and substance acceptable to the Administration Agent.
Material Contracts and Material Licences. It shall not and shall not permit any Guarantor to:
(a) allow any circumstances to arise which would allow any Material Contract or Material Licence to lapse or be terminated during its term; provided that, for greater certainty, termination of a Material Contract at the end of its term, in the ordinary course of business, is not prohibited hereby;
(b) amend any Material Contract or Material Licence if such amendment could reasonably be expected to have a material and adverse effect on the Administration Agent or the Lenders or the repayment of the obligations hereunder; or
(c) assign any Material Contract or Material Licence, except for assignment to a Security Agent pursuant to the Security Documents.
