No Contract Breaches Sample Clauses

No Contract Breaches. Except for such alleged breaches, -------------------- violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, as are all noted in Section 4.12(d) of the Disclosure Schedule, neither the Company nor Inverness- U.S. has in any material respect breached, violated or defaulted under, or received notice that it has materially breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth in Section 4.12(a), Section 4.12(b) or Section 4.12(c) of the Disclosure Schedule (any such agreement, contract or commitment, regardless of whether it is set forth on such schedule, a "Scheduled Contract"). Each Scheduled Contract is in full force and effect and, except as otherwise disclosed in Section 4.12(d) of the Disclosure Schedule, is not subject to any default thereunder of which the Shareholders have knowledge by any party obligated to the Company or Inverness-U.S. pursuant thereto.
Sample 1
AutoNDA by SimpleDocs
No Contract Breaches. No breach shall have occurred, nor shall any event or circumstance have occurred which, with the passage of time or the giving of notice would constitute a breach, in each case that has not been cured, of any Contract to which any Acquired Company is a party or by which it or its assets are bound that involves the total aggregate payment of $5,000,000 thereunder.
Sample 1
No Contract Breaches. Except for such alleged breaches, -------------------- violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, as are all noted in Section 2.14(d) of the Company Disclosure Letter, the Company has not in any material respect breached, violated or defaulted under, or received notice that it has materially breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth in Sections 2.2, 2.18(e), 2.18(o), 2.14(a) or 2.14(b) (any such agreement, contract or commitment, regardless of whether it is set forth on such schedule, a "Scheduled Contract"). Each Scheduled Contract is in full force and effect and, except as otherwise disclosed in Section 2.14(d) of the Company Disclosure Letter, is not subject to any default thereunder of which the Company has knowledge by any party obligated to the Company pursuant thereto.
Sample 1
No Contract Breaches. The Seller is not in material breach of any Contract and, to the Seller's Knowledge, no client has threatened to cancel or materially reduce in amount any Contract.
Sample 1
No Contract Breaches. Except for such alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, as are all noted in the Endan Disclosure Schedule, neither Endan nor the Subsidiaries has in any material respect breached, violated or defaulted under, or received notice that it has materially breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth in the Endan Disclosure Schedule pursuant to Sections 5.12.1 or 5.12.2 (any such agreement, contract or commitment, regardless of whether it is set forth on such schedule, a "Scheduled Contract"). Each Scheduled Contract is in full force and effect and, except as otherwise disclosed in the Endan Disclosure Schedule, is not subject to any default thereunder of which the Endan Warrantors have knowledge by any party obligated to Endan or the Subsidiaries pursuant thereto.
Sample 1
No Contract Breaches. Except for such alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, as are all noted in the DSI Disclosure Schedule, neither DSI nor the DSI Subsidiaries has in any material respect breached, violated or defaulted under, or received notice that it has materially breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth in the DSI Disclosure Schedule pursuant to Sections 6.13.1 or 6.13.2 (any such agreement, contract or commitment, regardless of whether it is set forth on such schedule, a "Scheduled Contract"). Each Scheduled Contract is in full force and effect and, except as otherwise disclosed in the DSI Disclosure Schedule, is not subject to any default thereunder of which DSI have knowledge by any party obligated to DSI or the DSI Subsidiaries pursuant thereto.
Sample 1
No Contract Breaches. The exercise by the Secured Parties of any of their rights and remedies hereunder will not contravene any law or any material contract or any contractual restriction binding on or otherwise affecting any Grantor or any of its properties and will not result in, or require the creation of, any Lien upon or with respect to any of its properties (other than pursuant to this Security Agreement and the other Loan Documents).
Sample 1
AutoNDA by SimpleDocs
No Contract Breaches. Except for such alleged breaches, -------------------- violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, as are all noted in Section 2.14(d) of the Company Disclosure Schedule, the Company has not breached, violated or defaulted under, or received notice that it has materially breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth in Sections 2.2, 2.8, 2.13(a), 2.13(c), 2.14(a), 2.14(b), 2.18(e) or 2.18(p) (any such agreement, contract or commitment, regardless of whether it is set forth on such schedule, a "Scheduled Contract") except where such breach, violation or default would not have a Material Adverse Effect on the Company. Each Scheduled Contract is in full force and effect and, except as otherwise disclosed in Section 2.14(d) of the Company Disclosure Schedule, is not subject to any default thereunder of which the Company has knowledge by any party obligated to the Company pursuant thereto.
Sample 1

Related to No Contract Breaches

  • No Contract Terminations Neither the Company nor any of its subsidiaries has sent or received any communication regarding termination of, or intent not to renew, any of the contracts or agreements referred to or described in any preliminary prospectus, the Prospectus or any free writing prospectus, or referred to or described in, or filed as an exhibit to, the Registration Statement, and no such termination or non-renewal has been threatened by the Company or any of its subsidiaries or, to the Company’s knowledge, any other party to any such contract or agreement, which threat of termination or non-renewal has not been rescinded as of the date hereof.

  • No Contracts No agreements, undertakings or contracts affecting the Property, written or oral, will be in existence as of the Closing, except as set forth on the Certification of Operating Contracts, and true and correct copies of such contracts have been delivered to Purchaser. With respect to any such contracts set forth on the Certification of Operating Contracts, each such contract is valid and binding on the Seller and is in full force and effect in all material respects. Neither Seller and to the knowledge of Seller, no other party to any such contract has breached or defaulted under the terms of such contract, except for such breaches or defaults that would not, individually or in the aggregate, have a material adverse effect on the business or operations of the Property.

  • No Contractual Relationship between Subservicers and the Trustee. Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such shall be deemed to be between the Subservicer and the Servicer alone, and the Trustee (or any successor Servicer) shall not be deemed a party thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.06. The Servicer shall be solely liable for all fees owed by it to any Subservicer, irrespective of whether the Servicer's compensation pursuant to this Agreement is sufficient to pay such fees.

  • No Contractual Relationship Between Sub Servicer, Trustee or the Certificateholders. Any Sub-Servicing Agreement and any other transactions or services relating to the Mortgage Loans involving a Sub-Servicer shall be deemed to be between the Sub-Servicer and the Servicer alone and the Trustee and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to any Sub-Servicer except as set forth in Section 3.05.

  • 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 is not alleged to be in default in respect of any contract, except where the failure to so perform or the failure to be entitled to all benefits or such default would not have a Material Adverse Effect on Target. Each of the Material Contracts is in full force and 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 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) result in the release, disclosure or delivery to any third party of any part of the Source Materials (as defined in Section 2.26(m)). True, correct and complete copies of all Material Contracts have been made available or delivered to the Acquiror.

  • No Breaches The Corporation is not in violation of, and the consummation of the transactions contemplated hereby do not and will not result in any material breach of, any of the terms or conditions of any mortgage, bond, indenture, agreement, contract, license or other instrument or obligation to which the Corporation is a party or by which its assets are bound; nor will the consummation of the transactions contemplated hereby cause BMTS to violate any applicable statute, regulation, judgment, writ, injunction or decree of any court, threatened or entered in a proceeding or action in which the Corporation is, was or may be bound or to which any of the Corporation's assets are subject.

  • No Control Nothing contained in this Agreement shall give the Parent the right to control or direct Company or Company’s operations prior to the consummation of the Merger.

  • No Conflict or Breach The execution, delivery and performance of this Agreement and any other agreements or documents contemplated hereby and the consummation by the Buyer of the transactions contemplated hereby or thereby do not and will not:

  • No Knowledge of Breach Neither Company nor any of its Subsidiaries has any Knowledge of any facts or circumstances that would result in Buyer or Buyer Bank being in breach on the date of execution of this Agreement of any representations and warranties of Buyer or Buyer Bank set forth in ARTICLE IV.

  • Seller’s Breach Upon discovery by a Responsible Officer of the Master Servicer, the Securities Administrator or the Trustee or notice to the Master Servicer, the Securities Administrator or the Trustee of any defective or missing document (as described in the related Sale Agreement) in a Trustee Mortgage Loan File, or of any breach by any Seller of any representation, warranty or covenant under the related Sale Agreement, which defect or breach materially and adversely affects the value of any Mortgage Loan or the interest of the Trust therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Trust therein if the Trust incurs a loss as a result of such defect or breach),the parties discovering or receiving notice of such defect or breach shall notify the Securities Administrator. Upon discovering or receipt of notice of such breach, the Securities Administrator shall promptly request that such Seller cure such breach and, if such Seller does not cure such defect or breach in all material respects by the end of the cure period specified in such Sale Agreement and any extension of the cure period granted as permitted by such Sale Agreement, shall enforce such Seller’s obligation under such Sale Agreement to purchase such Mortgage Loan from the Trustee. In the event any Servicer has breached a representation or warranty under the related Servicing Agreement that is substantially identical to a representation or warranty breached by a Seller, the Securities Administrator shall first proceed against such Servicer. If such Servicer does not within 60 days (or such other period provided in the related Servicing Agreement) after notification of the breach, either take steps to cure such breach (which may be evidenced by a certificate asking for an extension of time in which to effectuate a cure) or complete the purchase of the Mortgage Loan, then (i) the Securities Administrator, shall enforce the obligations of the Seller under the related Sale Agreement to cure such breach or to purchase the Mortgage Loan from the Trust, and (ii) such Seller shall succeed to the rights of the Securities Administrator to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the Servicing Agreement with respect to such Mortgage Loan. Notwithstanding the foregoing, however, if any breach of a representation or warranty by the Servicer or of a Seller is a Qualification Defect, a cure or purchase must take place within 75 days of the Defect Discovery Date.

Time is Money Join Law Insider Premium to draft better contracts faster.