No Breach of Material Contracts. All Material Contracts are in the written form previously provided or made available to Parent. Company has performed all of the material obligations required to be performed by it as of the date hereof and is entitled to all benefits under, and, to Company's knowledge, is not alleged to be in material breach or default in respect of any Material Contract. To Company's knowledge, each of the Material Contracts is in full force and effect, unamended except as provided or made available to Parent, and there exists no default or event of default or event, occurrence, condition or act, with respect to Company or, to Company's knowledge, with respect to the other contracting party, which, with the giving of notice, the lapse of the time or the happening of any other event or conditions, would become a default or event of default under any Material Contract or would give any Person the right to exercise any remedy, or the right to any rebate, chargeback, penalty or change in delivery schedule, except to the extent such defaults, remedies, penalties or changes have not had and would not be reasonably expected to have a Material Adverse Effect on Company.
Appears in 3 contracts
Samples: Merger Agreement (Speedfam Ipec Inc), Agreement and Plan of Reorganization (Novellus Systems Inc), Agreement and Plan of Reorganization (Novellus Systems Inc)
No Breach of Material Contracts. All Material Contracts are in the written form previously provided or made available to Parent. Except for such Material Contracts that remain executory, Company has performed all of the material obligations required to be performed by it as of the date hereof Execution Date and is entitled to all benefits under, and, to Company's ’s knowledge, is not alleged to be in material breach or default in respect of any Material Contract. To Company's ’s knowledge, each of the Material Contracts is in full force and effect, unamended except as provided or made available to Parent, and there exists no default or event of default or event, occurrence, condition or act, with respect to Company or, to Company's ’s knowledge, with respect to the other contracting party, which, with the giving of notice, the lapse of the time or the happening of any other event or conditions, would become a default or event of default under any Material Contract or would give any Person the right to exercise any remedy, or the right to any rebate, chargeback, refund, penalty or change in delivery schedule, except to the extent such defaults, events of default, remedies, rebates, chargebacks, refunds, penalties or changes have not had and would not be reasonably expected to have a Material Adverse Effect on Company.
Appears in 2 contracts
Samples: Merger Agreement (Plumtree Software Inc), Merger Agreement (Bea Systems Inc)
No Breach of Material Contracts. All Material Contracts are in ------------------------------- the written form previously provided or made available to Parent. Company has performed all of the material obligations required to be performed by it as of the date hereof and is entitled to all benefits under, and, to Company's knowledge, is not alleged to be in material breach or default in respect of any Material Contract. To Company's knowledge, each of the Material Contracts is in full force and effect, unamended except as provided or made available to Parent, and there exists no default or event of default or event, occurrence, condition or act, with respect to Company or, to Company's knowledge, with respect to the other contracting party, which, with the giving of notice, the lapse of the time or the happening of any other event or conditions, would become a default or event of default under any Material Contract or would give any Person the right to exercise any remedy, or the right to any rebate, chargeback, penalty or change in delivery schedule, except to the extent such defaults, remedies, penalties or changes have not had and would not be reasonably expected to have a Material Adverse Effect on Company.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Gasonics International Corp)
No Breach of Material Contracts. All Material Contracts are in the written form previously provided or made available to ParentPurchaser. The Company has performed all of the material obligations required to be performed by it as of the date hereof Execution Date and as of the Closing Date and is entitled to all benefits under, and, to Company's knowledge, and is not alleged to be in material breach or default in respect of any Material Contract. To Company's knowledge, each Each of the Material Contracts is in full force and effect, unamended except as provided or made available to ParentPurchaser, and there exists no default or event of default or event, occurrence, condition or act, with respect to the Company or, to the Company's ’s and the Company Stockholders’ knowledge, with respect to the other contracting party, which, with the giving of notice, notice or the lapse of the time or the happening of any other event or conditionstime, would become a default or event of default under any Material Contract or would give any Person the right to exercise any remedy, or the right to any rebate, chargeback, penalty or change in delivery schedule, except to the extent such defaults, remedies, penalties or changes have not had and would not be reasonably expected to have a Company Material Adverse Effect on CompanyEffect.
Appears in 1 contract