Common use of No Default; No Restrictions Clause in Contracts

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 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 effecteffect as to the Company and is valid and enforceable against the Company (and, to the Knowledge of the Company, is in full force and effect as to, and enforceable against, the other parties thereto) in accordance with its terms, subject to the effect of (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereinafter in effect relating to rights of creditors generally, and (ii) rules of law and equity governing specific performance, injunctive relief and other equitable remedies. There The Company is performing in all material respects all of the obligations required to be performed by it and is entitled to all of the benefits under, and is not alleged to be in default in respect of, any Company Material Contract. To the Knowledge of the Company, there exists no default or event of default or event, occurrence, condition or act, on the part of or attributable with respect to the Company or any Company Subsidiary or or, to the knowledge Knowledge of the Company, on the part of or attributable with respect to any other contracting party, which, with or without the giving of notice or notice, the lapse of timetime or the happening of any other event or condition, would reasonably be expected to (i1) become a material default or event of default under any Company Material Contract Contract, or (ii2) 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 rebate, chargeback, refund, credit, penalty or reimbursement change in delivery schedule 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 Since January 1, 2018, the knowledge Company has not received any written, or, to the Knowledge of the Company, neither the Company nor any Company Subsidiary has received any written oral notice or other communication regarding any material actual or possible 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 unresolvedContract.

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 effecteffect and is valid 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 Subsidiaries have performed in all material respects all of the obligations required to be performed by them and are entitled to all of the benefits under, and is not alleged to be in default in respect of, any Company Material Contract. There exists no default or event of default or event, occurrence, condition or act, on the part of or attributable with respect to the Company or any Company Subsidiary or of its Subsidiaries or, to the knowledge Knowledge of the Company, on the part of or attributable with respect to any other contracting party, which, with or without the giving of notice or notice, the lapse of timetime or the happening of any other event or condition, would reasonably be expected to (i1) become a material default or material event of default under any Company Material Contract Contract, or (ii2) give any third 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 its Subsidiaries under any Company Material Contract, or (DC) the right to cancel, terminate or adversely modify any Company Material Contract. To Neither the knowledge Company nor any of its Subsidiaries has received any written, or, to the Knowledge of the Company, neither the Company nor any Company Subsidiary has received any written oral notice or other communication regarding any material actual or possible 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 unresolvedContract.

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. Each of the Acquired Companies is performing in all material respects all of the obligations required to be performed by it and is entitled to all of the benefits under, and, to the Knowledge of the Company, is not alleged to be in default in respect of, any Company Material Contract. There exists no default or event of default or event, occurrence, condition or act, on with respect to any of the part of or attributable Acquired Companies or, to the Company or any Company Subsidiary or to the knowledge Knowledge of the Company, on the part of or attributable with respect to any other contracting party, which, with or without the giving of notice or notice, the lapse of timetime or the happening of any other event or condition, 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 rebate, chargeback, refund, credit, penalty or reimbursement change in delivery schedule 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 Acquired Companies under any Company Material Contract, or (D) the right to cancel, terminate or adversely modify any Company Material ContractContract (other than with respect to provisions providing for the automatic expiration thereof if not renewed in the ordinary course). To the knowledge None of the Company, neither the Company nor any Company Subsidiary Acquired Companies has received any written notice or other written communication regarding any material actual or possible 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 unresolvedContract.

No Default; No Restrictions. (a) The Each Company or the applicable Company Subsidiary and each of its Subsidiaries has performed all of the material obligations required to be performed by it to date under each Company Material Contract. Each of the Company Material Contracts is in full force Contracts, and effect. There there exists no default or event of default or event, occurrence, condition or act, on the part of or attributable with respect to the either Company or any Company Subsidiary of its Subsidiaries, or to the knowledge of the either Company, on the part of or attributable with respect to any other contracting party, which, with or without the giving of notice or notice, the lapse of timetime 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 Company Material Contract or (ii) give any third party (A1) the right to declare a material default or exercise any material remedy under any Company Material Contract, (B2) the right to a material rebate rebate, chargeback, refund, credit, penalty or reimbursement change in delivery schedule under any Company Material Contract, (C3) the right to accelerate the maturity or performance of any material obligation of the either Company or any of the Company Subsidiaries under any Company Material Contract, or (D4) the right to cancel, terminate or adversely modify any Company 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 either Company. To the knowledge of the Company, neither the Neither Company nor any Company Subsidiary of its Subsidiaries has received any written notice or other communication regarding any material actual or possible violation or breach of or default under, or intention to cancel cancel, call a default under, or materially adversely modify, any Company Material Contract where the subject matter of such notice remains pending and unresolvedContract.

No Default; No Restrictions. (a) The Except as set forth in Schedule 4.12(a) of the Company or Disclosure Letter, the applicable Company Subsidiary 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 is in full force and effect. There Except as set forth in Schedule 4.12(a) of the Company Disclosure Letter, there exists no default or event of default or event, occurrence, condition or act, on the part of or attributable with respect to the Company or any Company Subsidiary or to the knowledge of the Company, on the part of or attributable with respect to any other contracting party, which, with or without the giving of notice or notice, the lapse of timetime 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 Company Material Contract or (ii) give any third party (Aw) the right to declare a material default or exercise any material remedy under any Company Material Contract, (Bx) the right to a material rebate rebate, chargeback, refund, credit, penalty or reimbursement change in delivery schedule under any Company Material Contract, (Cy) 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 (Dz) the right to cancel, terminate or adversely modify any Company Material Contract. To the knowledge of The Company has not received any written, or, to the Company’s knowledge, neither the Company nor any Company Subsidiary has received any written oral notice or other communication regarding any material actual or possible violation or breach of or default under, or intention to cancel or materially adversely modify, any Company Material Contract. Except as set forth on Schedule 4.5 of the Company Disclosure Letter, the consummation of the Merger and other transactions contemplated hereby by the Company shall not require the consent, release, waiver or approval of any third party (including the consent of any party required to be obtained in order to keep any Company Material Contract where between such party and the subject matter Company in effect following the Merger). The Company has no Liability for renegotiation of such notice remains pending and unresolvedgovernment contracts or subcontracts.

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. Each of the Acquired Companies is performing in all material respects all of the obligations required to be performed by it and is entitled to all of the benefits under, and, to the Knowledge of the Company, is not alleged to be in default in respect of, any Company Material Contract. There exists no default or event of default or event, occurrence, condition or act, on with respect to any of the part of or attributable Acquired Companies or, to the Company or any Company Subsidiary or to the knowledge Knowledge of the Company, on the part of or attributable with respect to any other contracting party, which, with or without the giving of notice or notice, the lapse of timetime or the happening of any other event or condition, 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 rebate, chargeback, refund, credit, penalty or reimbursement change in delivery schedule 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 Acquired Companies under any Company Material Contract, or (D) the right to cancel, terminate or adversely modify any Company Material Contract. To None of the knowledge Acquired Companies has received any written, or, to the Knowledge of the Company, neither the Company nor any Company Subsidiary has received any written oral notice or other communication regarding any material actual or possible 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 unresolvedContract.

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 Transferred Contracts is in full force and effect. There All Transferred Contracts constitute valid and binding obligations of the Seller Group, enforceable against the Seller Group in accordance with their respective 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 Seller Group has performed and is performing in all material respects all of the obligations required to be performed by it and is entitled to all of the benefits under, and, to the Knowledge of Seller, is not alleged to be in material breach or default in respect of, any Transferred Contract. Subject to obtaining the necessary consents to any Transferred Contracts as set forth on Schedule 2.4(d), there exists no material breach or default or event of default or event, occurrence, condition or act, on the part of or attributable with respect to the Company or any Company Subsidiary or Seller Group or, to the knowledge Knowledge of the CompanySeller, on the part of or attributable with respect to any other contracting party, which, with or without the giving of notice or written notice, the lapse of timetime or the happening of any other event or condition including the consummation of the Sale Transaction, would reasonably be expected to (i) become a material default or event of default under any Company Material Transferred Contract or (ii) give any third party (A) the right to declare a material default or exercise any material remedy under any Company Material Transferred Contract, ; or (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 Transferred Contract. To the knowledge , in each case of the Companyclauses (i) and (ii), 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 unresolvedexcept as would not be material.

No Default; No Restrictions. (a) The Except as set forth in Schedule 4.12(a) of the Company or Disclosure Letter, the applicable Company Subsidiary 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 is in full force and effect. There Except as set forth in Schedule 4.12(a) of the Company Disclosure Letter, there exists no default or event of default or event, occurrence, condition or act, on the part of or attributable with respect to the Company or any Company Subsidiary or to the knowledge of the Company, on the part of or attributable with respect to any other contracting party, which, with or without the giving of notice or notice, the lapse of timetime 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 Company Material Contract or (ii) give any third party (Aw) the right to declare a material default or exercise any material remedy under any Company Material Contract, (Bx) the right to a material rebate rebate, chargeback, refund, credit, penalty or reimbursement change in delivery schedule under any Company Material Contract, (Cy) 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 (Dz) the right to cancel, terminate or adversely modify any Company Material Contract. To the knowledge of The Company has not received any written, or, to the Company’s knowledge, neither the Company nor any Company Subsidiary has received any written oral notice or other communication regarding any material actual or possible violation or breach of or default under, or intention to cancel or materially adversely modify, any Company Material Contract. The consummation of the Merger and other transactions contemplated hereby by the Company shall not require the consent, release, waiver or approval of any third party (including the consent of any party required to be obtained in order to keep any Company Material Contract where between such party and the subject matter Company in effect following the Merger). The Company has no Liability for renegotiation of such notice remains pending and unresolvedgovernment contracts or subcontracts.

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. The Company or the Operating Subsidiary, as applicable, is performing in all material respects all of the obligations required to be performed by it and is entitled to all of the benefits under, and, to the Knowledge of the Company, is not alleged to be in default in respect of, any Company Material Contract. There exists no default or event of default or event, occurrence, condition or act, on the part of or attributable with respect to the Company or any Company the Operating Subsidiary or or, to the knowledge Knowledge of the Company, on the part of or attributable with respect to any other contracting party, which, with or without the giving of notice or notice, the lapse of timetime 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 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 rebate, chargeback, refund, credit, penalty or reimbursement change in delivery schedule 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 Operating Subsidiary, as applicable, under any Company Material Contract, or (D) the right to cancel, terminate or adversely modify any Company Material Contract. To Neither the knowledge Company nor the Operating Subsidiary has received any written, or, to the Knowledge of the Company, neither the Company nor any Company Subsidiary has received any written oral notice or other communication regarding any material actual or possible 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 unresolvedContract.