Common use of No Default; No Restrictions Clause in Contracts

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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (IntraLinks Holdings, Inc.)

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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 remedieseffect. The Company and its Subsidiary are in compliance is performing in all material respects with all of the obligations required to be performed by it and have not received written notice that they have materially breached or violated or defaulted is entitled to all of the benefits under, and is not alleged to be in default in respect of, and is not in material breach of, any of the terms or conditions of any such Company Material Contract and there Contract. There exists no default or event of default or event, occurrence, condition or act, with respect to the Company or, to the Knowledge of 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 conditionscondition, would reasonably be expected to (i) become a default or event of default under any Company Material Contract; , or (ii) give any third party (1A) the right to declare a default or exercise any remedy under any Company Material Contract, (2B) the right to a rebate, chargeback, refund, credit, penalty or change in delivery schedule under any Company Material ContractContract except in the Ordinary Couse of Business, (3C) the right to accelerate the maturity or performance of any obligation of the Company under any Company Material Contract, or (4D) the right to cancelcancel or terminate, terminate or modify modify, in any material respect, any Company Material Contract. The Company has not received any written or, to the Company’s Knowledge, oral notice or other communication regarding any material violation or breach of, or default under, or intention to cancel or modify, any Company Material Contract as of the date hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ellie Mae Inc)

No Default; No Restrictions. (a) Each of the Company Material Contracts is in full force and effect and effect. Each of the Acquired Companies 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 performing in all material respects with all of the obligations required to be performed by it and have not received written notice that they have materially breached or violated or defaulted is entitled to all of the benefits under, and is not alleged in writing to be in default in respect of, any of the terms or conditions of any such Company Material Contract and there Contract. There exists no default or event of default or event, occurrence, condition or act, with respect to any of the Company Acquired Companies or, to the Knowledge of 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 conditionscondition, would reasonably be expected to (i) become a default or event of default under any Company Material Contract; , or (ii) give any third party (1A) the right to declare a default or exercise any remedy under any Company Material Contract, (2B) the right to a rebate, chargeback, refund, credit, penalty or change in delivery schedule under any Company Material Contract, (3C) the right to accelerate the maturity or performance of any obligation of any of the Company Acquired Companies under any Company Material Contract, or (4D) the right to cancel, terminate or modify any Company Material Contract (other than with respect to provisions providing for the automatic expiration thereof if not renewed in the Ordinary Course of Business). None of the Acquired Companies has received any written notice or other written communication regarding any actual or alleged violation or breach of or default under, or intention to cancel or materially modify, any Company Material Contract.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vonage Holdings Corp)

No Default; No Restrictions. (a) Each of the Company Material Contracts is in full force and effect effect. Each Group Company is performing all of the obligations required to be performed by it and is valid, binding and enforceable in accordance with its terms, subject entitled to all of 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 benefits under, and is not alleged to be in default in respect of, any of the terms or conditions of any such Company Material Contract and there to which it is a party or by which it is bound. There exists no default or event of default or event, occurrence, condition or act, with respect to the any Group Company or, to the Knowledge of the Company’s Knowledge, with respect to any other contracting party, which, with the giving of notice, notice or the lapse of time or the happening of any other event or conditionstime, would reasonably be expected to (i) become a default or event of default under any Company Material Contract; Contract to which such Group Company is a party or by which such Group Company is bound or (ii) give any third party (1A) the right to declare a default or exercise any remedy under any such Company Material Contract, (2B) the right to a rebate, chargeback, refund, credit, penalty or change in delivery schedule under any such Company Material Contract, (3C) the right to accelerate the maturity or performance of any obligation of the Group Company under any such Company Material Contract, or (4D) the right to cancel, terminate or modify such Company Material Contract. No Group Company has not received any written, or, to the Knowledge of the Company, oral notice or other communication regarding any actual or possible violation or breach of or default under, or intention to cancel or modify, any Company Material Contract.

Appears in 1 contract

Samples: Acquisition Agreement (Overland Storage Inc)

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No Default; No Restrictions. (a) Each Except as listed on Schedule 3.12(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 remedieseffect. The Each Company and its Subsidiary are in compliance Person has performed in all material respects with and have not received written notice that they have materially breached or violated or defaulted under, any all of the terms or conditions of any such obligations required to be performed by it under each Company Material Contract and there is entitled to all of the material benefits under such Company Material Contract. There exists no default or event of default or event, occurrence, condition or act, with respect to the any Company Person or, to the Knowledge of 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 conditionscondition, would reasonably be expected to (i) become a default or event of default under any Company Material Contract; Contract or (ii) give any third party (1A) the right to declare a default or exercise any remedy under any Company Material Contract, (2B) the right to a rebate, chargeback, refund, credit, penalty or change in delivery schedule under any Company Material Contract, (3C) the right to accelerate the maturity or performance of any obligation of the any Company Person under any Company Material Contract, or (4D) the right to cancel, terminate or modify any Company Material Contract. No Company Person has received any written, or, to the Knowledge of the Company, oral notice or other communication regarding any actual or possible violation or breach of or default under, or intention to cancel or modify, any Company Material Contract.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bright Mountain Media, Inc.)

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