No Default; No Restrictions. (a) Except as set forth on Section 3.11 of the Company Disclosure Letter. Each Material Contract is valid and in full force and effect. Neither the Company nor any Subsidiary, nor to the Company’s Knowledge, any other party is in material breach or default under any Material Contract. To the Company’s Knowledge, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time, or both) will (i) result in a material violation or breach by the Company, any of its Subsidiaries or any other party of any of the provisions of any Material Contract or (ii) give any third party (A) the right to declare a default or exercise any remedy under any Material Contract, (B) the right to a rebate, chargeback or penalty under any Material Contract, (C) the right to accelerate the maturity or performance of any obligation of the Company or any Subsidiary under any Material Contract, or (D) the right to cancel, terminate or modify (in a manner materially adverse to the Company or any of its Subsidiaries) any Material Contract. Neither the Company nor any Subsidiary has received any written notice regarding any actual or possible material violation or breach of, or default under, any Material Contract and to the Company’s Knowledge, does not reasonably expect to receive any such notice.
No Default; No Restrictions. (a) The Company or the applicable Company Subsidiary has performed all of the material obligations required to be performed by it under each Company Material Contract. Each of the Company Material Contracts is in full force and effect. There exists no default or event of default or event, occurrence, condition or act, on the part of or attributable to the Company or any Company Subsidiary or to the knowledge of the Company, on the part of or attributable to any other contracting party, which, with or without the giving of notice or the lapse of time, would reasonably be expected to (i) become a material default or event of default under any Company Material Contract or (ii) give any third party (A) the right to declare a material default or exercise any material remedy under any Company Material Contract, (B) the right to a material rebate or reimbursement under any Company Material Contract, (C) the right to accelerate the maturity or performance of any material obligation of the Company or any of the Company Subsidiaries under any Company Material Contract, or (D) the right to cancel, terminate or adversely modify any Company Material Contract. To the knowledge of the Company, neither the Company nor any Company Subsidiary has received any written notice regarding any material violation or breach of or default under, or intention to cancel or materially adversely modify, any Company Material Contract where the subject matter of such notice remains pending and unresolved.
No Default; No Restrictions. (a) The Company has made available to Acquiror true and complete copies of each Company Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder). The Company has performed all of the material obligations required to be performed by it and is entitled to all material benefits under each Company Material Contract. Each of the Company Material Contracts (x) is in full force and effect, enforceable against the Company, and, to the Knowledge of the Company, the other parties thereto, in accordance with the terms thereof and (y) is a legal and binding obligation of the Company and, to the Knowledge of the Company, the other relevant parties thereto. Neither the Company nor, to the Knowledge of the Company, any other party thereto, has provided or received any notice of any intention to terminate any Company Material Contract. There exists no default or event of default or Occurrence, with respect to the Company or, to the Knowledge of the Company, with respect to any other contracting party, which, with the giving of notice or the lapse of time or both, may give rise to, serve as a basis for, would constitute or would reasonably be expected to become a default or event of default under any Company Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any material benefit thereunder. The Company has not received any written notice regarding any alleged violation or breach of or default under any Company Material Contract.
No Default; No Restrictions. (a) The Company is not, nor to the Company's knowledge is any other party, in material breach or default under any Company Material Agreement. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or to the Company's knowledge, would reasonably be expected to, (i) result in a violation or breach of any of the provisions of any Company Material Agreement, or (ii) to the Company's knowledge, give any third party (A) the right to declare a default or exercise any remedy under any Company Material Agreement, (B) the right to a rebate, chargeback, penalty or change in delivery schedule under any Company Material Agreement, (C) the right to accelerate the maturity or performance of any obligation of the Company under any Company Material Agreement, or (D) the right to cancel, terminate or modify any Company Material Agreement. The Company has not received any written, or, to the Company's knowledge, oral notice or other communication regarding any actual or possible violation or breach of, or default under, any Company Material Agreement. The Company has no material liability for renegotiation of government contracts or subcontracts, if any.
No Default; No Restrictions. (a) Each of the Company Material Contracts is in full force and effect and is valid, binding and enforceable in accordance with its terms, subject to the effect of (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to rights of creditors generally; and (ii) rules of law and equity governing specific performance, injunctive relief and other equitable remedies. The Company and its Subsidiary are in compliance in all material respects with and have not received written notice that they have materially breached or violated or defaulted under, any of the terms or conditions of any such Company Material Contract 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 Knowledge, with respect to any other contracting party, which, with the giving of notice, the lapse of time or the happening of any other event or conditions, would reasonably be expected to (i) become a default or event of default under any Company Material Contract; or (ii) give any third party (1) the right to declare a default or exercise any remedy under any Company Material Contract, (2) the right to a rebate, chargeback, refund, credit, penalty or change in delivery schedule under any Company Material Contract, (3) the right to accelerate the maturity or performance of any obligation of the Company under any Company Material Contract, or (4) the right to cancel, terminate or modify any Company Material Contract.
No Default; No Restrictions. (a) GigOptix and each of its Subsidiaries have performed all material obligations required to be performed by each of them to date under the GigOptix Material Contracts, and there exists no material default or event of default or event, occurrence, condition or act, with respect to GigOptix or any of its Subsidiaries, to the knowledge of GigOptix, with respect to any other contracting party, which, with the giving of notice, the lapse of time or the happening of any other event or conditions, would reasonably be expected to (i) become a material default or event of default under any GigOptix Material Contract or (ii) give any third party (1) the right to declare a default or exercise any remedy under any GigOptix Material Contract, (2) the right to a rebate, chargeback, refund, credit, penalty or change in delivery schedule under any GigOptix Material Contract, (3) the right to accelerate the maturity or performance of any obligation of GigOptix under any GigOptix Material Contract, or (4) the right to cancel, terminate or modify any GigOptix Material Contract, except in each case for those breaches or defaults which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on GigOptix. Neither GigOptix nor any of its Subsidiaries has received any written, or, to GigOptix’s knowledge, oral notice or other communication regarding any actual or possible violation or material breach of or material default under, or intention to cancel, call a default under, or modify, any GigOptix Material Contract.
No Default; No Restrictions. Each of the Company and its Subsidiaries has performed all of the material obligations required to be performed by it as of the Agreement Date and is entitled to all material benefits under each Company Material Contract. Each of the Company Material Contracts is in full force and effect as of the Agreement Date. There exists no default or event of default or event, occurrence, condition or act, with respect to the Company or its Subsidiaries, which, to the Company’s knowledge, with the giving of notice or the lapse of time would reasonably be expected to: (1) become a default or event of default in any material respect under any Company Material Contract; or (2) give any third party (i) the right to declare a default or exercise any remedy under any Company Material Contract, (ii) the right to accelerate the maturity or performance of any obligation of the Company or its Subsidiaries under any Company Material Contract or (iii) the right to cancel, terminate or materially modify any Company Material Contract. As of the Agreement Date, the Company and its Subsidiaries have not received any written notice regarding any alleged material violation or breach of or material default under, or intention to cancel or materially modify, any Company Material Contract.
No Default; No Restrictions. (a) Company is not, nor to the Company’s or the Principal Shareholders’ knowledge is any other party, in material breach or default under any Company Material Agreement. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or would reasonably be expected to, (i) result in a violation or breach of any of the provisions of any Company Material Agreement, or (ii) to Company’s or the Principal Shareholders’ knowledge, give any third party (A) the right to declare a default or exercise any remedy under any Company Material Agreement, (B) the right to a refund, rebate, chargeback or penalty under any Company Material Agreement, (C) the right to accelerate the maturity or performance of any obligation of Company under any Company Material Agreement, or (D) the right to cancel, terminate or modify any Company Material Agreement. Each Company Material Agreement is valid, binding and in full force and effect. Company has not received any notice or other communication regarding any actual or possible violation or breach of or default under, any Company Material Agreement. Company has no material liability for renegotiation of government contracts or subcontracts, if any.
No Default; No Restrictions. (a) Each Assigned Agreement and Governmental Permit is in full force and effect. Seller is not, nor to Seller’s knowledge is any other party, in material breach or default under any Assigned Agreement or Governmental Permit. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time, or both) will, or to Seller’s knowledge, would reasonably be expected to, (i) result in a material violation or breach by Seller or, to Seller’s knowledge, any other party of any of the provisions of any Assigned Agreement or (ii) give any third party, to Seller’s knowledge, (A) the right to declare a default or exercise any remedy for breach under any Assigned Agreement, (B) the right to a rebate, chargeback or penalty under any Assigned Agreement (C) the right to accelerate the maturity or performance of any obligation of Seller under any Assigned Agreement or (D) the right to cancel, terminate or modify any Assigned Agreement. No violation, breach or default of any of the provisions of any Seller Agreement that is not an Assigned Agreement shall result in any Liability to Parent, Buyer or any of their respective Subsidiaries. Seller has not received any written notice or other communication, or, to Seller’s knowledge, oral notice or other communication regarding any material violation or breach of, or default under, any Assigned Agreement that has not been cured by Seller or waived by the other party thereto. Seller has no material Liability for renegotiation of any government Contracts included in the Assigned Agreements.
No Default; No Restrictions. (a) Each of the Company Material Contracts is in full force and effect. There exists no default or event of default or event, occurrence, condition or act, with respect to an Acquired Company or, to the knowledge of the Company, with respect to any other contracting party, which, with the giving of notice, the lapse of time or the happening of any other event or conditions, would reasonably be expected to (i) become a default or event of default under any Company Material Contract or (ii) give any third party (1) the right to declare a default or exercise any remedy under any Company Material Contract, (2) the right to a payment, rebate, chargeback, refund, credit, penalty or change in delivery schedule under any Company Material Contract, (3) the right to accelerate the maturity or performance of any obligation of the Company under any Company Material Contract or (4) the right to cancel, terminate or modify any Company Material Contract. No Acquired Company has received any written, or, to the Company’s knowledge, oral notice or other communication that would reasonably be perceived as credible regarding any actual or possible violation or breach of or default under, or intention to cancel or modify in an adverse way to the Company, any Company Material Contract. No Acquired Company has Liability for renegotiation of government contracts or subcontracts.
