Common use of Parent Material Contracts Clause in Contracts

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 respective principal amounts, interest amounts and other penalties and premiums outstanding thereunder as of the date hereof.

Parent Material Contracts. (a) Except as set forth in Section 5.19(aSchedule 4.1(bb) of the Parent Disclosure Schedule, Letter lists all of 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 to which the Parent and each Parent Subsidiary that is a party thereto, and, to the Parent’s Knowledge, on each other Person party thereto, its Subsidiaries are parties and is which are 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 are enforceable in a proceeding in equity or at Law). (b) Except as set forth in Section 5.19(b)(i) accordance with their terms with respect to each of the Parent Disclosure Schedule, neither and its Subsidiaries. The Parent and each of its Subsidiaries has complied in all material respects with all the terms of all Parent Material Contracts. Neither the Parent nor any Parent Subsidiary of its Subsidiaries is in violation breach 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, nor does the Parent have knowledge of any condition that with the passage of time or the giving of notice or both would result in such a breach or default, except for violations in each case where any such breaches or defaults that would not, individually or in the aggregate, have, or reasonably be expected to havebe, or result in, a Parent Material Adverse Effect, nor will the consummation . As of the Mergers date hereof, neither the Parent nor any of its Subsidiaries knows of, or has received written notice of, any breach or default under (nor, to the knowledge of the Parent, does there exist any condition which with the passage of time or the giving of notice or both would result in any third party having any right of termination, amendment, acceleration, such a breach or cancellation of or loss or change in a material benefit under default under) any Parent Material Contract, Contract by any other party thereto except for where any such termination, amendments, accelerations, cancellations, losses violation or changes in a material benefit thatdefault would not, individually or in the aggregate, would not reasonably be expected to have be, or result in, a Parent Material Adverse Effect. The Parent has made available to the Company true and complete copies of all of the Parent Material Contracts. All the Parent Material Contracts are legal, valid, binding and in full force and effect and are enforceable by the Parent (or a Subsidiary of the Parent, as the case may be) in accordance with their respective terms (subject to bankruptcy, insolvency and other applicable Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may be granted only in the discretion of a court of competent jurisdiction). Neither the Parent nor any Parent Subsidiary of its Subsidiaries has received notice of that any material violation ofparty to a Parent Material Contract intends to cancel, terminate, materially modify or material default under, any not renew such 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 respective principal amounts, interest amounts and other penalties and premiums outstanding thereunder as of the date hereof.

Parent Material Contracts. (a) Except for this Agreement, the Voting Agreement and the Parent Benefit Plans and except as set forth in Section 5.19(a) of the Parent Disclosure Schedule, the Parent SEC Reports set forth a trueDocuments, correct and complete list of all Parent Material Contracts as of the date hereof. Except , neither Parent nor any of its Subsidiaries is a party to or bound by any "material contract" (as set forth such term is defined in Section 5.19(aitem 601(b)(10) of Regulation S-K of the SEC) (all contracts of the type described in this Section 4.17 being referred to herein as "Parent Disclosure ScheduleMaterial 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, each 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 legalin breach of or default under the terms of any Parent Material Contract where such breach or default has had, validor would reasonably be expected to have, binding and enforceable individually or in the aggregate, a Material Adverse Effect on the Parent. Each Parent and each Parent Subsidiary that Material Contract is a valid and binding obligation of Parent or the Subsidiary of Parent which is party thereto, thereto and, to the knowledge of Parent’s Knowledge, on of each other Person party thereto, and is in full force and effect effect, except as that (i) such enforcement may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting Laws, now or hereafter in effect, relating to creditors’ ' rights generally and by general principles (ii) equitable remedies of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a proceeding in equity or at Law). (b) Except as set forth in Section 5.19(b)(i) equitable relief may be subject to equitable defenses and to the discretion 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 court before 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 proceeding therefor may 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 Schedulebrought. (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 respective principal amounts, interest amounts and other penalties and premiums outstanding thereunder as of the date hereof.

Parent Material Contracts. (a) Except as for those agreements and other documents (i) set forth in the exhibit index of Parent’s Transition Report on Form 10-K for the transition period from June 3, 2007 to Xxxxx 00, 0000, (xx) permitted by Section 5.3, or (iii) set forth in Section 5.19(a4.10(a) of the Parent Disclosure ScheduleLetter, neither Parent nor any of the Parent SEC Reports set forth Subsidiaries is a trueparty to, correct and complete list bound by or subject to any Contract (A) that is a “material contract” within the meaning of all Parent Material Contracts as of the date hereof. Except as set forth in Section 5.19(aItem 601(b)(10) of the SEC’s Regulation S-K, or (B) the loss of which would reasonably be expected to have a Parent Disclosure ScheduleMaterial Adverse Effect. Each Contract of the type described in this Section 4.10(a) is referred to herein as a “Parent Material Contract.” (b) To the Knowledge of Parent, each Parent Material Contract is legal, in full force and effect and is valid, binding and enforceable on by the Parent and each or Parent Subsidiary that is a party theretoSubsidiaries in accordance with its terms, and, to the Parent’s Knowledge, on each other Person party thereto, and is in full force and effect except (i) as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of 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) that the availability of the Parent Disclosure Schedule, neither equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought and (ii) to the extent that it has previously expired in accordance with its terms. Neither the Parent nor any Parent Subsidiary Subsidiaries is in breach or violation of, of or in default under (nor (i) does there exist any condition and no event has occurred which, upon with the passage of time or the giving of notice or both, both would cause such constitute a breach or violation of or default under) any Parent Material Contract to which it is a party or by which it or any of its properties or other assets is bound, except for those breaches, 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 thatwhich, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect. Neither The Parent nor does not have any Knowledge of any default by any other party to any Parent Subsidiary has received notice Material Contract or of any material violation ofevent (whether with or without notice, lapse of time or both) that would constitute a material default under, by any other party with respect to obligations of that party 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 such defaults which, individually or in the Parent SEC Reportsaggregate, 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 would not have a Parent Subsidiary, and (y) the respective principal amounts, interest amounts and other penalties and premiums outstanding thereunder as of the date hereofMaterial Adverse Effect.

Parent Material Contracts. (a) Except as set forth in Section 5.19(a) Schedule 5.10 of the Parent Disclosure Schedule, the Parent SEC Reports set Letter sets forth a true, correct and complete list of all Parent Material Contracts each “material contract” (as such term is defined in Regulation S-K of the SEC) that is in effect as of the date hereofof this Agreement to which Parent or the Merger Subs is a party (the “Parent Material Contracts”), other than any such Parent Material Contract that is listed as an exhibit to any Parent SEC Reports. (b) Each Contract of a type required to be listed on Schedule 5.10, whether or not set forth on Schedule 5.10, was entered into at arm’s length and in the ordinary course of business. Except as for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any Contract of the type described in Schedule 5.10, whether or not set forth on Schedule 5.10, (i) such Contracts are in Section 5.19(a) full force and effect and represent the legal, valid and binding obligations of the Parent Disclosure Scheduleor its Subsidiaries party thereto and, each Parent Material Contract is to the Knowledge of Parent, represent the legal, valid, valid and binding and enforceable on obligations of the Parent and each Parent Subsidiary that is a party other parties thereto, and, to the Knowledge of Parent’s Knowledge, on each other Person are enforceable by the Parent or its Subsidiaries to the extent a party theretothereto in accordance with their terms, and is subject in full force and effect except as may be limited by all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or other similar Laws affecting creditors’ rights generally and by general equitable principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Lawlaw). , (bii) Except as set forth in Section 5.19(b)(i) none of the Parent Disclosure ScheduleParent, its Subsidiaries or, to the Knowledge of Parent, any other party thereto is in material breach of or material default (or would be in material breach, violation or default but for the existence of a cure period) under any such Contract, (iii) since January 24, 2020, neither the Parent nor its Subsidiaries have received any Parent Subsidiary is in violation ofwritten or, to the Knowledge of Parent, oral claim or in notice of material breach of or material default under any such Contract, (nor (iiv) does there exist any condition to the Knowledge of Parent, no event has occurred 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 aggregatetogether with other events, have, or would 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 breach of or a material default 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 Contract by the Parent or any Parent Subsidiary has outstanding any material Indebtednessits Subsidiaries or, other than Indebtedness payable to the Parent Knowledge of Parent, any other party thereto (in each case, with or a Parent Subsidiary, without notice or lapse of time or both) and (yv) the respective principal amountssince January 24, interest amounts and other penalties and premiums outstanding thereunder as of 2020 through the date hereof, neither the Parent nor its Subsidiaries have received written notice from any other party to any such Contract that such party intends to terminate or not renew any such Contract.

Parent Material Contracts. (ai) Except as filed as exhibits to the Parent Reports, this Agreement or the Financing Commitment, none of Parent or any of its Subsidiaries is a party to or bound by any Contract which, as of the date hereof (A) would prohibit or materially delay the consummation of the transactions contemplated by this Agreement or the Arrangement, or (B) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC. Each Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries is bound of the type described in this Section 2.2(h), whether or not set forth in Section 5.19(a2.2(h) of the Parent Disclosure ScheduleLetter, the Parent SEC Reports set forth is referred to herein as a true, correct and complete list of all “Parent Material Contracts as of the date hereof. Except as set forth in Section 5.19(aContract.” (ii) of the Parent Disclosure Schedule, each Each Parent Material Contract is legal, valid, valid and binding and enforceable according to its terms on the Parent and each Parent Subsidiary that is a of its Subsidiaries party thereto, thereto and, to the Parent’s Knowledgeknowledge, on each other Person party thereto, and is in full force and effect except effect, except, insofar 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 this representation is considered in a proceeding in equity or at Law). (b) Except made as set forth in Section 5.19(b)(i) of the Closing Date, as could not reasonably be expected to have a Parent Disclosure ScheduleMaterial Adverse Effect. To the knowledge of Parent, neither no other party to any Parent Material Contract intends to terminate, not renew, or challenge the validity or enforceability of any Parent Material Contract, except for such terminations, non-renewals or challenges as could not be reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Neither Parent nor any Parent Subsidiary of its Subsidiaries, and, to the knowledge of Parent, no other party thereto, is in violation of, of or in default under (nor (i) does there exist any condition which, which upon the passage of time or the giving of notice or both, both would cause such a violation of or default under) any Parent Material Contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would notcould not reasonably be expected to have, 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 respective principal amounts, interest amounts and other penalties and premiums outstanding thereunder as of the date hereof.