Common use of No Breach of Material Contracts Clause in Contracts

No Breach of Material Contracts. The Target has performed all of the obligations required to be performed by it and is entitled to all benefits under, and, to Target's knowledge, is not alleged to be in default in respect of any material contract, except where the default would not and could not be expected to have a Material Adverse Effect on Target. Each of the material contracts is in full force and effect, unamended, and there exists no default or event of default or event, occurrence, condition or act, with respect to Target or to Target's knowledge with respect to the other contracting party, or otherwise that, with or without the giving of notice, the lapse of the time or the happening of any other event or conditions, could reasonably be expected to (A) become a default or event of default under any material contract, which default or event of default could reasonably be expected to have a Material Adverse Effect on Target or (B) result in the loss or expiration of any material right or option by Target (or the gain thereof by any third party) under any material contract or (C) the release, disclosure or delivery to any third party of any part of the source code. True, correct and complete copies of all material contracts have been delivered to the Acquiror.

No Breach of Material Contracts. The Target has performed all of the material obligations required to be performed by it and is entitled to all benefits under, and, to Target's knowledge, and is not alleged to be in default in respect of any material contract, except where the failure to so perform or the failure to be entitled to all benefits or such default would not and could not be expected to have a Material Adverse Effect on Target. Each of the material contracts Material Contracts is in full force and effect, unamended, and there exists no default or event of default or event, occurrence, condition or act, with respect to Target or to Target's knowledge with respect to the other contracting party, or otherwise that, with or without the giving of notice, the lapse of the time or the happening of any other event or conditions, could reasonably be expected to (A) become a default or event of default under any material contractMaterial Contract, which default or event of default could reasonably be expected to have a Material Adverse Effect on Target or (B) result in the loss or expiration of any material right or option by Target (or the gain thereof by any third party) under any material contract Material Contract or (C) result in the release, disclosure or delivery to any third party of any part of the source codeSource Materials (as defined in Section 2.26(m)). True, correct and complete copies of all material contracts Material Contracts have been made available or delivered to the Acquiror.

No Breach of Material Contracts. The Except as set forth in Section 2.27 of the Target Disclosure Schedule, the Target has performed all of the obligations required to be performed by it and is entitled to all benefits under, and, to Target's knowledgeKnowledge, is not alleged to be in default in respect of any material contract, except where the default would not and could not be expected to have a Material Adverse Effect on TargetContract. Each Except as set forth in Section 2.27 of the material contracts Target Disclosure Schedule, each of the Material Contracts is in full force and effect, unamended, and there exists no default or event of default or event, occurrence, condition or act, with respect to Target or to Target's knowledge Knowledge with respect to the other contracting party, or otherwise that, with or without the giving of notice, the lapse of the time or the happening of any other event or conditions, could reasonably be expected to would (Ai) become a default or event of default under any material contractMaterial Contract, which default or event of default could reasonably be expected to have would result in a Material Adverse Effect on Target or (Bii) result in the loss or expiration of any material right or option by Target (or the gain thereof by any third party) under any material contract Material Contract or (Ciii) the release, disclosure or delivery to any third party of any part of the source codeSource Materials. True, correct and complete copies of all material contracts Material Contracts have been delivered to the Acquiror.

No Breach of Material Contracts. The Target has performed all of the ------------------------------- obligations required to be performed by it and is entitled to all benefits under, andand is not alleged in writing, or, to Target's knowledge, is not otherwise alleged to be in default in respect of any material contractMaterial Contract, except where other than any failure that individually or in the default aggregate would not and or could not reasonably be expected to have result in a Material Adverse Effect on material loss to Target. Each of the material contracts Material Contracts is in full force and effect, unamended, effect and there exists no default or event of default or event, occurrence, condition or act, with respect to Target or to Target's knowledge with respect to the other contracting party, or otherwise that, with or without the giving of notice, the lapse of the time or the happening of any other event or conditions, could reasonably be expected to (A) become a default or event of default under any material contractMaterial Contract, which default or event of default could reasonably be expected to have a Material Adverse Effect on Target or (B) result in the loss or expiration of any material right or option by Target (or the gain thereof by any third party) under any material contract Material Contract, which loss or expiration (or gain) could reasonably be expected to have a Material Adverse Effect on Target or (C) the release, disclosure or delivery to any third party of any part of the source code. True, correct and complete copies of all material contracts Material Contracts have been delivered to the Acquiror.

No Breach of Material Contracts. The Target has performed in all of material respects the obligations required to be performed by it and is entitled in all material respects to all the benefits under, and, to Target's knowledge, and is not alleged to be in default in respect of any material contract, except where the default would not and could not be expected to have a Material Adverse Effect on TargetContract. Each of the material contracts Material Contracts is in full force and effect, unamended, and there exists no default or event of default or event, occurrence, condition or act, with respect to Target or to Target's knowledge with respect to the other contracting party, or otherwise that, with or without the giving of notice, the lapse of the time or the happening of any other event or conditions, could reasonably be expected to (A) become a default or event of default under any material contractMaterial Contract, which default or event of default could reasonably be expected to have a Material Adverse Effect on Target or (B) result in the loss or expiration of any material right or option by Target (or the gain thereof by any third party) under any material contract Material Contract or (C) the release, disclosure or delivery to any third party of any part of the source codeSource Materials (as defined in Section 2.22(m)). True, correct and complete copies of all material contracts Material Contracts have been delivered to the Acquiror.

No Breach of Material Contracts. The Target To the knowledge of Sellers, ------------------------------- the LLC has performed all of the obligations required to be performed by it and is entitled to all benefits under, and, to Target's knowledge, and is not alleged to be in default in respect of, any Material Contract. To the knowledge of any material contractSellers, except where the default would not and could not be expected to have a Material Adverse Effect on Target. Each each of the material contracts Material Contracts is in full force and effect, unamended, and there exists no default or event of default or event, occurrence, condition or act, with respect to Target LLC or to TargetLLC's knowledge with respect to the other contracting party, or otherwise that, with or without the giving of notice, the lapse of the time or the happening of any other event or conditions, could reasonably be expected to (A) become a default or event of default under any material contractMaterial Contract, which default or event of default could reasonably be expected to have a Material Adverse Effect on Target LLC or (B) result in the loss or expiration of any material right or option by Target LLC (or the gain thereof by any third party) under any material contract Material Contract or (C) the release, disclosure or delivery to any third party of any part of the source codeSource Materials (as defined in Section 2.21(m)). True, correct and complete copies of all material contracts Material Contracts have been delivered to the AcquirorPurchaser.