Parent Contracts. Except as disclosed in the Parent SEC Documents, as of the date hereof, Parent is not party to any Contract (other than nondisclosure agreements (containing customary terms) to which Parent is a party that were entered into in the Ordinary Course).
Parent Contracts. No Acquiring Company is a party to or is or since March 31, 2017 has ever been bound by:
Parent Contracts. The Parent SEC Reports contain true and accurate copies of all agreements required to be filed as material contracts under Item 601(b)(10) of Regulation S-B under the Securities Act and the Exchange Act (the “Parent Material Contracts”). To the knowledge of Parent, no party to any Parent Material Contract has a claim against Parent in respect of any breach or default thereunder. Prior to the Effective Time, each of the Parent Material Contracts shall be terminated and of no further force and effect.
Parent Contracts. (a) Except for Excluded Contracts or as set forth in the most recent exhibit list on Parent’s Form 10-K for the year ended December 31, 2015 or subsequently filed with the SEC pursuant to any current or periodic report and available on the SEC Website or Parts 3.8(b) or 3.14 of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries is a party to or is bound by:
Parent Contracts. Parent has made available to Target accurate and complete copies of all of its written contracts and agreements, including all amendments thereto, and has provided to Target a written description, complete and accurate in all material respects, of each of its contracts and agreements that is not written. Each of Parent’s contracts and agreements is legal, valid and binding upon Parent and, to the Knowledge of Parent, upon the other parties thereto and in full force and effect and enforceable in accordance with its terms, except as such enforceability may be limited by Equitable Limitations. Parent has performed all of its material obligations under each such contract and agreement, and there exists no material breach or material default (or event that with notice or lapse of time would constitute a breach or 29 default) on the part of Parent or, to the Knowledge of Parent, any other Person under such contract or agreement. Parent has not received or delivered written notice of termination or written notice of default or any threatened termination under any such contract or agreement. Parent has no present expectation or intention of terminating any such contract or agreement, except for any such termination as would not reasonably be expected to result in a Parent Material Adverse Effect.
Parent Contracts. (a) Except as set forth in the Parent Disclosure Schedule and except for agreements explicitly contemplated hereby, there are no agreements, understandings or proposed transactions between Parent and any of its officers, directors, affiliates or any affiliate thereof.
Parent Contracts. Except as set forth on Schedule 4.18 of the Parent Disclosure Letter or otherwise disclosed in the Parent SEC Reports, as of the date hereof, neither Parent nor Merger Subs are party to any contract (other than nondisclosure agreements (containing customary terms) to which Parent is a party that were entered into in the Ordinary Course of Business).
Parent Contracts. (a) Except as set forth in the most recent exhibit list on Parent’s Form 10-K for the year ended December 31, 2016 or Part 3.12 of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries is a party to or is bound by:
Parent Contracts. (a) Section 5.12(a) of the Parent Disclosure Letter identifies Contracts in effect as of the date of this Agreement to which any of Parent or its Subsidiaries is a party or by which any of them is otherwise expressly bound, in the categories listed below (collectively, the “Parent Contracts”):
Parent Contracts. All of the Contracts filed as an exhibit to a Parent SEC Document (each, a “Parent Contract”) are valid and binding and in full force and effect (except those that expire or are terminated after the date of this Agreement in accordance with their respective terms), except where the failure to be in full force and effect would not reasonably be expected to have a Parent Material Adverse Effect. To the Knowledge of Parent, no Person is challenging the validity or enforceability of any Parent Contract, except such challenges which would not reasonably be expected to have a Parent Material Adverse Effect. Neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any of the other parties thereto, has violated any provision of, or committed or failed to perform any act which (with or without notice, lapse of time or both) would constitute a default under any provision of, and neither Parent nor any of its Subsidiaries has received notice that it has violated or defaulted under, any Parent Contract, except for those violations and defaults which would not reasonably be expected to have a Parent Material Adverse Effect.
