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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Endwave Corp), Agreement and Plan of Merger (GigOptix, Inc.)
No Default; No Restrictions. (a) GigOptix and each of its Subsidiaries have Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (i) the Company or the applicable Company Subsidiary has performed all material of the obligations required to be performed by it and is entitled to all benefits under each Company Material Contract, (ii) each of them the Company Material Contracts is in full force and effect and enforceable against the Company in accordance with its terms, except that such enforceability (A) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to date under the GigOptix Material Contractscreditors’ rights generally, and (B) is subject to general principles of equity, and (iii) there exists no material default or event of default or event, occurrence, condition or act, with respect on the part of or attributable to GigOptix the Company or any of its SubsidiariesCompany Subsidiary, or to the knowledge of GigOptixthe Company, with respect on the part of or attributable to any other contracting party, which, with or without the giving of notice, the lapse of time or the happening of any other event or conditions, would reasonably be expected to (iA) become a material default or event of default under any GigOptix Company Material Contract or (iiB) give any third party (1) the right to declare a material default or exercise any material remedy under any GigOptix Company Material Contract, (2) the right to a rebate, chargeback, refund, credit, penalty material rebate or change in delivery schedule reimbursement under any GigOptix Company Material Contract, (3) the right to accelerate the maturity or performance of any material obligation of GigOptix the Company or any of the Company Subsidiaries under any GigOptix Company Material Contract, or (4) the right to cancel, terminate or adversely modify any GigOptix 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 GigOptix. Neither GigOptix the Company nor any of its Subsidiaries Company Subsidiary has received any written, or, to GigOptix’s knowledge, oral written notice or other communication regarding any actual or possible material violation or material breach of or material default under, or intention to cancel, call a default under, cancel or materially adversely modify, any GigOptix Company Material ContractContract where the subject matter of such notice remains pending and unresolved.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Agilent Technologies Inc), Agreement and Plan of Merger (Varian Inc)
