Parent Material Contracts. (a) Except as set forth in Section 5.19(a) of the Parent Disclosure Schedule, the Parent SEC Reports set forth a true, correct and complete list of all Parent Material Contracts as of the date hereof. Except as set forth in Section 5.19(a) of the Parent Disclosure Schedule, each Parent Material Contract is legal, valid, binding and enforceable on the Parent and each Parent Subsidiary that is a party thereto, and, to the Parent’s Knowledge, on each other Person party thereto, and is in full force and effect except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law).
(b) Except as set forth in Section 5.19(b)(i) of the Parent Disclosure Schedule, neither the Parent nor any Parent Subsidiary is in violation of, or in default under (nor (i) does there exist any condition which, upon the passage of time or the giving of notice or both, would cause such a violation of or default under) any Parent Material Contract to which it is a party or by which any of its properties or assets is bound, except for violations or defaults that would not, individually or in the aggregate, have, or reasonably be expected to have, a Parent Material Adverse Effect, nor will the consummation of the Mergers result in any third party having any right of termination, amendment, acceleration, or cancellation of or loss or change in a material benefit under any Parent Material Contract, except for such termination, amendments, accelerations, cancellations, losses or changes in a material benefit that, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect. Neither Parent nor any Parent Subsidiary has received notice of any material violation of, or material default under, any Parent Material Contract, except as set forth in Section 5.19(b)(ii) of the Parent Disclosure Schedule.
(c) Except for any of the following identified in the Parent SEC Reports, Section 5.19(c) of the Parent Disclosure Schedule sets forth (x) a true, correct and complete list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which the Parent or any Parent Subsidiary has outstanding any material Indebtedness, other than Indebtedness payable to the Parent or a Parent Subsidiary, and (y) the respec...
Parent Material Contracts. Schedule 5.11 of the Parent Disclosure Letter sets forth a true, correct and complete list of each “material contract” (as such term is defined in Regulation S-K) to which Parent, First Merger Sub or Second Merger Sub is party (the “Parent Material Contracts”), other than any such Parent Material Contract that is listed as an exhibit to Parent’s annual report on Form 10-K for the year ended December 31, 2019.
Parent Material Contracts. (a) Except for this Agreement, the Parent Benefit Plans or as set forth in the Parent SEC Documents or in Section 4.20 of the Parent Disclosure Letter or agreements entered into after the date hereof in compliance with Section 5.1(b), neither Parent nor any of its Subsidiaries is a party to or bound by any contract constituting a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) or (i) other material Contract with Parent’s top five (5) suppliers or customers; (ii) any Contract creating or relating to any material partnership, joint venture, strategic alliance or joint development agreement or relating to the formation, creation, operation, management or control of any partnership or joint venture or to the ownership of any equity interest in any entity or business enterprise other than Subsidiaries of Parent, in each case material to Parent and its Subsidiaries, taken as a whole; (iii) any contract, agreement, understanding or undertaking containing covenants binding upon Parent or any of its Subsidiaries that materially restrict the ability of Parent or any of its Subsidiaries (or that, following the consummation of the Combination could materially restrict the ability of the Surviving Company or its affiliates) to compete in any business that is material to Parent and its affiliates, taken as a whole, as of the date of this Agreement, or that restricts the ability of Parent or any of its Subsidiaries (or that, following the consummation of the Combination, would restrict the ability of the Surviving Company or its affiliates) to compete with any person or in any geographic area; (iv) any contract, agreement, understanding or undertaking (A) pursuant to which Parent or any of its Subsidiaries is granting any material license to Parent Intellectual Property, (B) pursuant to which Parent or any of its Subsidiaries is being granted any material license to Intellectual Property, or (C) that materially limits, curtails or restrains the ability of Parent or any of its Subsidiaries to exploit any material Parent Intellectual Property; (v) any agreement, contract, understanding or undertaking containing any “standstill” provisions or provisions of similar effect to which Parent or any of its Subsidiaries is a party or of which Parent or any of its Subsidiaries is a beneficiary; (vi) any stockholder or shareholder, investor rights or registration rights agreement or similar agreement, contract, understanding or undertaki...
Parent Material Contracts. (a) Except for this Agreement and except for Contracts filed with or publicly furnished to the SEC or filed on the System for Electronic Document Analysis and Retrieval maintained by the Canadian Securities Regulators by Parent or any of its Subsidiaries prior to the date of this Agreement, as of the date of this Agreement, neither Parent nor any of its Subsidiaries is a party to or bound by any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Securities Act, “Parent Material Contract”).
(b) Each Parent Material Contract is valid and binding on Parent or its Subsidiaries, as applicable, and, to the Knowledge of Parent, each other party thereto, and is in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. There is no default under any such Parent Material Contracts by Parent or its Subsidiaries, or, to the Knowledge of Parent, any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by Parent or its Subsidiaries or, to the Knowledge of Parent, any other party thereto, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.
Parent Material Contracts. (a) The Parent SEC Reports set forth a true, correct and complete list of all Parent Material Contracts as of the date hereof. Each Parent Material Contract is legal, valid, binding and enforceable on the Parent, Parent OP and each Parent Subsidiary that is a party thereto, and, to Parent’s Knowledge, on each other Person party thereto, and is in full force and effect except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law).
(b) None of Parent, Parent OP or any Parent Subsidiary is in violation of, or in default under (nor does there exist any condition which, upon the passage of time or the giving of notice or both, would cause such a violation of or default under) any Parent Material Contract to which it is a party or by which any of its properties or assets is bound, except for violations or defaults that, individually or in the aggregate, have not and would not reasonably be expected to have, a Parent Material Adverse Effect. None of Parent, Parent OP or any Parent Subsidiary has received written, or to the Knowledge of Parent, oral notice of any material violation of, or material default under, any Parent Material Contract.
Parent Material Contracts. Section 5.11 of the Parent Disclosure Letter sets forth a true, correct and complete list of each “material contract” (as such term is defined in Regulation S-K of the SEC) to which Parent, First Merger Sub or Second Merger Sub is party, including Contracts by and among Parent, First Merger Sub or Second Merger Sub, on the one hand, and any director, officer, stockholder or Affiliate of such Parties (the “Parent Material Contracts”), other than any such Parent Material Contract that is listed as an exhibit to any Parent SEC Report.
Parent Material Contracts. (a) Section 4.9(a) of the Parent Disclosure Schedule sets forth a true, correct and complete list of the Parent Material Contracts.
(b) The Parent Material Contracts (except those that are canceled, rescinded or terminated after the date hereof in accordance with their terms) are in full force and effect in all material respects in accordance with their respective terms with respect to Parent and, to the knowledge of Parent, the other party thereto, assuming the due authorization, execution and delivery by such other party thereto, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. To the knowledge of Parent, there does not exist under any Parent Material Contract any event of material default or event or condition that constitutes a material violation, breach or event of default thereunder on the part of Parent, in each case that would reasonably be expected to be material to Parent.
Parent Material Contracts. (a) Section 5.16(a) of Parent Disclosure Schedule contains a complete list, as of the date of this Agreement, of the following types of contracts and agreements, whether written or oral, including all amendments, supplements and modifications in effect as of the date of this Agreement, to which Parent or any of its Subsidiaries is a party (such contracts and agreements, the “Parent Material Contracts”):
(i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Securities Act) with respect to Parent or any of its Subsidiaries that was required to be filed with the SEC with Parent’s Annual Report on Form 10-K for the year ended December 31, 2015 or any Parent SEC Reports filed after the date of filing of such Form 10-K until the date hereof; provided that any such contract that was filed by Parent with the SEC shall not be required to be set forth on Section 5.16(a) of Parent Disclosure Schedule;
(ii) any contract (other than any purchase orders) for the purchase of materials, supplies, goods, services, equipment or other assets (A) providing for annual payments by Parent or any of its Subsidiaries of $20,000,000 or more, or (B) which involved consideration or payments by Parent or any of its Subsidiaries in excess of $20,000,000 in the aggregate during the calendar year ended December 31, 2015, or (C) which is expected to involve consideration or payments by Parent or any of its Subsidiaries in excess of $20,000,000 in the aggregate during the calendar year ending December 31, 2016;
(iii) any contract (other than any purchase orders) for the furnishing of materials, supplies, goods, services, equipment or other assets (A) providing for annual payments to Parent or any of its Subsidiaries of $40,000,000 or more, (B) which involved consideration or payments to Parent or its Subsidiaries in excess of $40,000,000 in the aggregate during the calendar year ended December 31, 2015, or (C) which is expected to involve consideration or payments to Parent or its Subsidiaries in excess of $40,000,000 in the aggregate during the calendar year ending December 31, 2016;
(iv) all contracts concerning the establishment, management or operation of a joint venture, partnership, limited liability company (other than formation agreements related to one of Parent’s wholly-owned Subsidiaries) or business alliance with any third party;
(v) (A) all contracts relating to Indebtedness of Parent or any of its Subsidiaries for borrowed money a...
Parent Material Contracts. (a) Except for this Agreement, the Parent Plans or as set forth in the Parent SEC Documents or in the Parent Disclosure Schedule, as of the date hereof, neither Parent nor any of its Subsidiaries is a party to or bound by any contract constituting a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) or (i) any contract creating or relating to any material partnership, joint venture, alliance, or joint development agreement; (ii) any contract (other than a license agreement for Intellectual Property, to the extent that it relates to the rights granted with respect to such Intellectual Property) containing covenants binding upon Parent or any of its Subsidiaries that materially restrict the ability of Parent or any of its Subsidiaries (or that, following the consummation of the Merger could materially restrict the ability of the Surviving Company or its affiliates) to compete in any business that is material to Parent and its affiliates, taken as a whole, as of the date of this Agreement, or that restricts the ability of Parent or any of its Subsidiaries (or that, following the consummation of the Merger, would restrict the ability of the Surviving Company or its affiliates) to compete with any person or in any geographic area; or (iii) any contract constituting a collective bargaining agreement (all contracts of the type described in this Section 4.20 being referred to herein as “Parent Material Contracts”).
(b) Neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract where such breach or default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. To the knowledge of Parent, no other party to any Parent Material Contract is in breach of or default under the terms of any Parent Material Contract where such breach or default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. Each Parent Material Contract is a valid and binding obligation of Parent or the Subsidiary of Parent which is party thereto and, to the knowledge of Parent, of each other party thereto, and is in full force and effect, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies o...
Parent Material Contracts. Parent has made available to the Company true and complete copies of each contract to which Parent or any of its subsidiaries is a party, the breach of which would reasonably be expected to have a Materially Adverse Effect on Parent ("Parent Material Contract") except (A) for customer contracts to which Parent or any of its subsidiaries is a party and (B) as required to comply with confidentiality obligations. Each Parent Material Contract, is in full force and effect and is a legal, valid and binding agreement, of Parent or its subsidiary and, to the knowledge of Parent, of each other party thereto, enforceable against Parent and its subsidiary, and, to the knowledge of Parent, against the other party or parties thereto, in each case, in accordance with its terms. Each of Parent and its subsidiaries has performed or is performing all obligations required to be performed by it under its Parent Material Contracts and is not (with or without notice or lapse of time or both) in material breach or default thereunder, and, to the knowledge of Parent, no other party to any of its Parent Material Contracts is (with or without notice or lapse of time or both) in breach or default thereunder. To the knowledge of Parent, 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, (A) result in a violation or breach of any of the provisions of any Parent Material Contract, (B) give any person the right to declare a default or exercise any remedy under any Parent Material Contract, (C) give any person the right to receive or require a rebate, chargeback, penalty or change in delivery schedule under any Parent Material Contract, (D) give any person the right to accelerate the maturity or performance of any Parent Material Contract, or (E) give any person the right to cancel, terminate or modify any Parent Material Contract. Since January 1, 2001, Parent has not received any notice or other communication regarding any actual or possible violation or breach of, or default under, any Parent Material Contract.
