Significant Contracts. Schedule 3.11 sets forth a complete and --------------------- accurate list of all contracts and commitments of a material nature under which Seller or any Subsidiary is obligated on the date hereof and exclusively relating to the Rail Business (the "Significant Contracts"), including the following: (a) Each order to or contract with a supplier for the future purchase of materials, supplies or services which involves the expenditure by Seller or any Subsidiary of more than $10,000 or which will not be fully performed within six months after the date hereof; (b) Each contract for the sale of products by Seller or any Subsidiary under which the undelivered balance of such products has a selling price in excess of $10,000 or under which the date for completing delivery or performance is more than six months after the date hereof; (c) Any contract authorizing others to manufacture, sell or distribute any of the products of the Rail Business; (d) Any contract under which Seller or any Subsidiary has granted or is obligated to grant rights to others to use any trademark, patent, invention, secret process or know-how of Seller; (e) Any contract under which Seller or any Subsidiary manufactures, sells, markets or distributes products or services for others or is granted rights by others under any trademark, patent, invention, secret process or know-how; (f) All consulting arrangements, and contracts for professional, advisory, and other services, including contracts under which Seller or any Subsidiary performs services for others; (g) All leases of Real Estate or personal property of Seller or any Subsidiary with respect to the Rail Business with annual rentals of greater than $10,000 or a remaining term in excess of one year, except for leases which can be canceled by Seller or any Subsidiary within 60 days without liability; (h) All contracts relating to the employment, engagement, compensation or termination of officers or employees of the Rail Business and all pension, retirement, profit sharing, stock option, stock purchase, stock appreciation, insurance or similar plans or arrangements for the benefit of any officers or employees of the Rail Business, including all benefit plans described in Section 3.16; (i) All loans, loan commitments, letters of credit or other financial accommodations, arrangements or evidences of indebtedness, including modifications or amendments thereof, extended to or for the benefit of Seller or any Subsidiary; (j) Each other material contract to which Seller or any Subsidiary is a party or under which it is obligated, whether or not made in the usual or ordinary course of business, and which either contemplates the expenditure by Seller or any Subsidiary of more than $10,000 or calls for the performance by Seller or any Subsidiary of obligations which will not be fully performed within six months after the date hereof; (k) All contracts containing covenants of Seller or any Subsidiary with respect to the Rail Business not to compete in any line of business or with any person in any geographical area; (l) The Collective Labour Agreement effective September 1, 1995 and August 30, 1998 between Portec, Ltd. and the United Steel Workers of America, AFL-CIO-CCL, Local No. 8917; and
Appears in 1 contract
Significant Contracts. Schedule 3.11 3.10 sets forth a complete and --------------------- accurate list of all contracts and commitments of a material nature under which Seller or any Subsidiary is obligated on the date hereof and exclusively relating to the Rail Business Division (the "Significant Contracts"), including the following:
(a) Each order to or contract with a supplier for the future purchase of materials, supplies or services which involves the expenditure by Seller or any Subsidiary of more than $10,000 or which will not be fully performed within six months after the date hereof;
(b) Each contract for the sale of products by Seller or any Subsidiary under which the undelivered balance of such products has a selling price in excess of $10,000 or under which the date for completing delivery or performance is more than six months after the date hereof;
(c) Any contract authorizing others to manufacture, sell or distribute any of the products of the Rail BusinessSeller;
(d) Any contract under which Seller or any Subsidiary has granted or is obligated to grant rights to others to use any trademark, patent, invention, secret process or know-how of Seller;
(e) Any contract under which Seller or any Subsidiary manufactures, sells, markets or distributes products or services for others or is granted rights by others under any trademark, patent, invention, secret process or know-how;
(f) All consulting arrangements, and contracts for professional, advisory, and other services, including contracts under which Seller or any Subsidiary performs services for others;
(g) All leases of Real Estate real estate or personal property of Seller or any Subsidiary with respect to the Rail Business with annual rentals of greater than $10,000 or a remaining term in excess of one year, except for leases which can be canceled by Seller or any Subsidiary the Division within 60 days without liability;
(h) All contracts relating to the employment, engagement, compensation or termination of officers or employees of the Rail Business Division and all pension, retirement, profit sharing, stock option, stock purchase, stock appreciation, insurance or similar plans or arrangements for the benefit of any officers or employees of the Rail BusinessDivision, including all benefit plans described in Section 3.163.14;
(i) All loans, loan commitments, letters of credit or other financial accommodations, arrangements or evidences of indebtedness, including modifications or amendments thereof, extended to or for the benefit of Seller or any SubsidiarySeller;
(j) Each other material contract to which Seller or any Subsidiary is a party or under which it is obligated, whether or not made in the usual or ordinary course of business, and which either contemplates the expenditure by Seller or any Subsidiary of more than $10,000 or calls for the performance by Seller or any Subsidiary of obligations which will not be fully performed within six months after the date hereof;
(k) All contracts containing covenants of Seller or any Subsidiary with respect to the Rail Business business of the Division not to compete in any line of business or with any person in any geographical area; and
(l) The Collective Labour Agreement effective September 1, 1995 and August 30, 1998 between Portec, Ltd. and Each other contract made other than in the United Steel Workers ordinary course of America, AFL-CIO-CCL, Local No. 8917; andbusiness of the Division to which Seller is a party or under which Seller is obligated.
Appears in 1 contract
Significant Contracts. (a) Section 3.15 of the Seller Disclosure Schedule 3.11 sets forth as of the date of this Agreement a true and complete and --------------------- accurate list of all contracts the following Contracts (which, for the avoidance of doubt, shall not include purchase orders and commitments invoices) to which the Company or any of its Subsidiaries is a party or is bound (the “Significant Contracts”):
(i) Contracts containing a minimum purchase requirement for the Company or any of its Subsidiaries to purchase during the twelve (12)-month period immediately following, or pursuant to which the Company or any of its Subsidiaries has purchased during the twelve (12)-month period immediately preceding, December 31, 2014, in the aggregate, a minimum of $500,000 of goods and/or services on an annual basis;
(ii) Contracts containing a minimum supply commitment for the Company or any of its Subsidiaries to sell during the twelve (12)-month period immediately following, or pursuant to which the Company or any of its Subsidiaries has sold during the twelve (12)-month period immediately preceding, December 31, 2014, in the aggregate, a minimum of $500,000 of goods and/or services on an annual basis;
(iii) any Contract that is a requirements contract or contains exclusivity arrangements or a “most favored nation” pricing clause, in each case, binding on and material nature under which to the Company or its Subsidiaries;
(iv) any Contract containing any future capital expenditure obligations of the Company or any of its Subsidiaries in excess of $500,000;
(v) any indenture, credit agreement, loan agreement, note, mortgage, security agreement, loan commitment or other Contract relating to the borrowing of funds, extension of credit or financing, or providing for the creation of any Lien (other than Permitted Liens) on the assets of the Company or any of its Subsidiaries;
(vi) any joint venture, partnership or other similar agreement involving co-investment between the Company or any of its Subsidiaries and a third party;
(vii) any Contract between the Company or any of its Subsidiaries, on the one hand, and any Seller or any Subsidiary is obligated Affiliate of a Seller, on the date hereof and exclusively other hand;
(viii) any Contract relating to the Rail Business acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) under which the "Significant Contracts")Company or any of its Subsidiaries may have an obligation with respect to an “earn out,” contingent purchase price, including the following:or similar contingent payment obligation that is reasonably expected to be $1,000,000 or greater in amount; and
(aix) Each order to any Contract containing covenants that would restrict or contract with a supplier for limit in any material respect the future purchase ability of materials, supplies or services which involves the expenditure by Seller Company or any Subsidiary of more than $10,000 or which will not be fully performed within six months its Subsidiaries after the date hereof;Closing to engage in, or compete with any Person or in any geographic area with respect to the Company’s and its Subsidiaries’ business as presently conducted with any Person or in any geographic area.
(b) Each contract for the sale of products by Seller or any Subsidiary under which the undelivered balance of such products has Significant Contract is a selling price in excess of $10,000 or under which the date for completing delivery or performance is more than six months after the date hereof;
(c) Any contract authorizing others to manufacturelegal, sell or distribute any valid and binding obligation of the products Company or the Subsidiary of the Rail Business;
(d) Any contract under Company which Seller or any Subsidiary has granted or is obligated a party thereto, and, to grant rights to others to use any trademarkthe Knowledge of Sellers, patent, invention, secret process or know-how of Seller;
(e) Any contract under which Seller or any Subsidiary manufactures, sells, markets or distributes products or services for others or is granted rights by others under any trademark, patent, invention, secret process or know-how;
(f) All consulting arrangementson each counterparty thereto, and contracts for professional, advisoryis in full force and effect, and other servicesneither the Company nor the Subsidiary of the Company which is a party thereto or, including contracts under which Seller or any Subsidiary performs services for others;
(g) All leases of Real Estate or personal property of Seller or any Subsidiary with respect to the Rail Business Knowledge of Sellers, any other party thereto, is in breach of, or in default under, any such Significant Contract, and no event has occurred that with annual rentals notice or lapse of greater than $10,000 time or both would constitute such a remaining term breach or default thereunder by the Company or the Subsidiary of the Company which is a party thereto, or, to the Knowledge of Sellers, any other party thereto, in excess of one yeareach case, except for leases which can such failures to be canceled by Seller valid, binding or any Subsidiary within 60 days without liability;
(h) All contracts relating in full force and effect and such breaches and defaults that would not be reasonably expected to be, individually or in the aggregate, material to the employmentCompany and its Subsidiaries, engagement, compensation or termination of officers or employees of the Rail Business and all pension, retirement, profit sharing, stock option, stock purchase, stock appreciation, insurance or similar plans or arrangements for the benefit of any officers or employees of the Rail Business, including all benefit plans described in Section 3.16;
(i) All loans, loan commitments, letters of credit or other financial accommodations, arrangements or evidences of indebtedness, including modifications or amendments thereof, extended to or for the benefit of Seller or any Subsidiary;
(j) Each other material contract to which Seller or any Subsidiary is taken as a party or under which it is obligated, whether or not made in the usual or ordinary course of business, and which either contemplates the expenditure by Seller or any Subsidiary of more than $10,000 or calls for the performance by Seller or any Subsidiary of obligations which will not be fully performed within six months after the date hereof;
(k) All contracts containing covenants of Seller or any Subsidiary with respect to the Rail Business not to compete in any line of business or with any person in any geographical area; (l) The Collective Labour Agreement effective September 1, 1995 and August 30, 1998 between Portec, Ltd. and the United Steel Workers of America, AFL-CIO-CCL, Local No. 8917; andwhole.
Appears in 1 contract
Significant Contracts. Schedule 3.11 sets forth a complete and --------------------- accurate list of all contracts and commitments of a material nature under which Seller or any Subsidiary is obligated on the date hereof and exclusively relating to the Rail Business (the "Significant Contracts"), including the following:
(a) Each order Subsections (i) through (xii) of Part 2.14(a) of the Company Disclosure Schedule list the following types of contracts and agreements to which the Acquired Corporations are a party (such contracts and agreements as are required to be set forth in Part 2.14(a) of the Company Disclosure Schedule being the “Significant Contracts”):
(i) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to each Acquired Corporation;
(ii) each contract and agreement which involved in the 12 month period preceding the date of this Agreement or contract with a supplier for is likely to involve in the future purchase 12 month period following the date of materials, supplies or services which involves the expenditure by Seller or any Subsidiary this Agreement consideration of more than $10,000 3,500,000, in the aggregate, over the remaining term of such contract or which will not be fully performed within six months after the date hereofagreement;
(biii) Each contract for all joint venture contracts, partnership arrangements or other agreements outside the sale ordinary course of products business involving a sharing of profits, losses, costs or liabilities by Seller or each Acquired Corporation with any Subsidiary under which the undelivered balance of such products has a selling price in excess of $10,000 or under which the date for completing delivery or performance is more than six months after the date hereofthird party;
(civ) Any contract authorizing others all material contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of each Acquired Corporation or income or revenues related to manufacture, sell or distribute any product of the products of the Rail Businesseach Acquired Corporation to which any Acquired Corporation is a party;
(dv) Any contract under which Seller or any Subsidiary has granted or is obligated to grant rights to others to use any trademark, patent, invention, secret process or know-how of Sellerall contracts and agreements evidencing material Indebtedness;
(evi) Any contract under all contracts and agreements with any Governmental Body to which Seller or any Subsidiary manufactures, sells, markets or distributes products or services for others or each Acquired Corporation is granted rights by others under any trademark, patent, invention, secret process or know-howa party;
(fvii) All consulting arrangementsall contracts and agreements that limit, and contracts for professionalor purport to limit, advisory, and other services, including contracts under which Seller or any Subsidiary performs services for others;
(g) All leases of Real Estate or personal property of Seller or any Subsidiary with respect to the Rail Business with annual rentals of greater than $10,000 or a remaining term in excess of one year, except for leases which can be canceled by Seller or any Subsidiary within 60 days without liability;
(h) All contracts relating to the employment, engagement, compensation or termination of officers or employees of the Rail Business and all pension, retirement, profit sharing, stock option, stock purchase, stock appreciation, insurance or similar plans or arrangements for the benefit ability of any officers or employees of the Rail Business, including all benefit plans described in Section 3.16;
(i) All loans, loan commitments, letters of credit or other financial accommodations, arrangements or evidences of indebtedness, including modifications or amendments thereof, extended to or for the benefit of Seller or any Subsidiary;
(j) Each other material contract to which Seller or any Subsidiary is a party or under which it is obligated, whether or not made in the usual or ordinary course of business, and which either contemplates the expenditure by Seller or any Subsidiary of more than $10,000 or calls for the performance by Seller or any Subsidiary of obligations which will not be fully performed within six months after the date hereof;
(k) All contracts containing covenants of Seller or any Subsidiary with respect to the Rail Business not Acquired Corporation to compete in any line of business or with any person or entity or in any geographical areageographic area or during any period of time, in any material respect;
(viii) all contracts and agreements providing for benefits under any Company Employee Plan or material Company Employee Agreement;
(ix) all material Acquired Corporation IP Contracts;
(x) all insurance policies summarized pursuant to Section 2.17(a);
(xi) all contracts with customers required to be listed in Part 2.18 of the Company Disclosure Schedule; and
(xii) all other contracts and agreements, whether or not made in the ordinary course of business, which are material to the Acquired Corporations taken as a whole, or the conduct of their respective businesses, or the absence of which would, individually or in the aggregate, have a Company Material Adverse Effect.
(b) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect and except as set forth in Part 2.14(b) of the Company Disclosure Schedule, (i) each Significant Contract is a legal, valid and binding agreement, and none of the Significant Contracts is in default by its terms or has been canceled by the other party; (lii) The Collective Labour Agreement effective September 1to the Knowledge of the Company, 1995 no other party is in breach or violation of, or default under, any Significant Contract; and August 30, 1998 between Portec, Ltd. (iii) the Company and the United Steel Workers Company Subsidiaries have not received any claim of Americadefault under any such agreement. The Company has furnished or made available to Parent complete and accurate copies of all Significant Contracts, AFL-CIO-CCL, Local No. 8917; andincluding any amendments thereto.
Appears in 1 contract
Samples: Merger Agreement (Sun Pharmaceutical Industries LTD)
Significant Contracts. Schedule 3.11 3.10 sets forth a complete and --------------------- accurate list of all contracts and commitments of a material nature under which Seller or any Subsidiary is obligated on the date hereof and exclusively relating to the Rail Business Division (the "Significant Contracts"), including the following:
(a) Each order to or contract with a supplier for the future purchase of materials, supplies or services which involves the expenditure by Seller or any Subsidiary of more than $10,000 or which will not be fully performed within six months after the date hereof;
(b) Each contract for the sale of products by Seller or any Subsidiary under which the undelivered balance of such products has a selling price in excess of $10,000 or under which the date for completing delivery or performance is more than six months after the date hereof;
(c) Any contract authorizing others to manufacture, sell or distribute any of the products of the Rail BusinessSeller;
(d) Any contract under which Seller or any Subsidiary has granted or is obligated to grant rights to others to use any trademark, patent, invention, secret process or know-how of Seller;
(e) Any contract under which Seller or any Subsidiary manufactures, sells, markets or distributes products or services for others or is granted rights by others under any trademark, patent, invention, secret process or know-how;
(f) All consulting arrangements, and contracts for professional, advisory, and other services, including contracts under which Seller or any Subsidiary performs services for others;
(g) All leases of Real Estate real estate or personal property of Seller or any Subsidiary with respect to the Rail Business with annual rentals of greater than $10,000 or a remaining term in excess of one year, except for leases which can be canceled by Seller or any Subsidiary the Division within 60 days without liability;
(h) All contracts relating to the employment, engagement, compensation or termination of officers or employees of the Rail Business Division and all pension, retirement, profit sharing, stock option, stock purchase, stock appreciation, insurance or similar plans or arrangements for the benefit of any officers or employees of the Rail BusinessDivision, including all benefit plans described in Section 3.163.14;
(i) All loans, loan commitments, letters of credit or other financial accommodations, arrangements or evidences of indebtedness, including modifications or amendments thereof, extended to or for the benefit of Seller or any SubsidiarySeller;
(j) Each other material contract to which Seller or any Subsidiary is a party or under which it is obligated, whether or not made in the usual or ordinary course of business, and which either contemplates the expenditure by Seller or any Subsidiary of more than $10,000 or calls for the performance by Seller or any Subsidiary of obligations which will not be fully performed within six months after the date hereof;
(k) All contracts containing covenants of Seller or any Subsidiary with respect to the Rail Business business of the Division not to compete in any line of business or with any person in any geographical area; and
(l) The Collective Labour Agreement effective September 1, 1995 and August 30, 1998 between Portec, Ltd. and Each other contract made other than in the United Steel Workers ordinary course of America, AFL-CIO-CCL, Local No. 8917; andbusiness of the Division to which Seller is a party or under which Seller is obligated.
Appears in 1 contract
Significant Contracts. (a) Section 5.12(a) of the Company Disclosure Schedule 3.11 sets forth a complete and --------------------- accurate list of all contracts and commitments of a material nature under Contracts to which Seller the Company or any Subsidiary of its Subsidiaries is obligated a party or is bound by falling within the following categories and existing as of the date hereof (each Contract required to be listed on Section 5.12(a) of the Company Disclosure Schedule and, as of the Closing, any other Contract in existence that would have been required to be disclosed pursuant to Section 5.12(a) if in existence on the date hereof and exclusively relating to the Rail Business (the "hereof, a “Significant Contracts"), including the following:Contract”):
(ai) Each order to or contract with a supplier for any Contract, the future purchase performance of materials, supplies or services which involves payments (A) by the expenditure by Seller Company or any Subsidiary of more than $10,000 or which will not be fully performed within six months after its Subsidiaries in the date hereof;
(b) Each contract for the sale of products by Seller or any Subsidiary under which the undelivered balance of such products has a selling price aggregate in excess of $10,000 250,000 during calendar year 2020 or that would reasonably be expected to be in excess of $250,000 during either calendar year 2021 or calendar year 2022 or (B) to the Company or its Subsidiaries in the aggregate in excess of $250,000 during calendar year 2020 or that would reasonably be expected to be in excess of $250,000 during either calendar year 2021 or calendar year 2022 (other than purchase or service orders accepted, confirmed or entered into in the Ordinary Course of Business);
(ii) any Contract for the voting of Equity Securities of the Company or any of its Subsidiaries;
(iii) any Contract with a Top 10 Vendor (other than purchase or service orders accepted, confirmed or entered into in the Ordinary Course of Business);
(iv) each employment Contract with any employee of the Company or one of its Subsidiaries that provides for annual target compensation in excess of $200,000;
(v) each collective bargaining Contract (a “Labor Contract”);
(vi) any Contract in respect of Leased Real Property;
(vii) (A) any material Contract under which the date for completing delivery Company or performance is more any of its Subsidiaries has granted to a third party any right, license or covenant not to sxx with respect to any Intellectual Property, other than six months after non-exclusive licenses granted in the date hereofOrdinary Course of Business consistent with past practice, or (B) any Contract pursuant to which the Company or any of its Subsidiaries obtains any right, license or covenant not to sxx from a third party with respect to any material Intellectual Property, other than non-exclusive licenses of commercial off-the-shelf Software that are available to the public generally, with annual license, maintenance, support and other fees of less than $150,000;
(cviii) Any contract authorizing others to manufacture, sell or distribute any of the products of the Rail Business;
Contract that (dA)(1) Any contract under which Seller or any Subsidiary has granted or is obligated to grant rights to others to use any trademark, patent, invention, secret process or know-how of Seller;
(e) Any contract under which Seller or any Subsidiary manufactures, sells, markets or distributes products or services for others or is granted rights by others under any trademark, patent, invention, secret process or know-how;
(f) All consulting arrangements, and contracts for professional, advisory, and other services, including contracts under which Seller or any Subsidiary performs services for others;
(g) All leases of Real Estate or personal property of Seller or any Subsidiary with respect to the Rail Business with annual rentals of greater than $10,000 or contains a remaining term in excess of one year, except for leases which can be canceled by Seller or any Subsidiary within 60 days without liability;
(h) All contracts relating to the employment, engagement, compensation or termination of officers or employees of the Rail Business and all pension, retirement, profit sharing, stock option, stock purchase, stock appreciation, insurance or similar plans or arrangements for the benefit of any officers or employees of the Rail Business, including all benefit plans described in Section 3.16;
(i) All loans, loan commitments, letters of credit or other financial accommodations, arrangements or evidences of indebtedness, including modifications or amendments thereof, extended to or for the benefit of Seller or any Subsidiary;
(j) Each other material contract to which Seller or any Subsidiary is a party or under which it is obligated, whether or not made in the usual or ordinary course of business, and which either contemplates the expenditure by Seller or any Subsidiary of more than $10,000 or calls for the performance by Seller or any Subsidiary of obligations which will not be fully performed within six months after the date hereof;
(k) All contracts containing covenants of Seller or any Subsidiary with respect to the Rail Business covenant not to compete in any line of business or solicit persons for employment, (2) grants exclusive or preferential rights or “most favored nations” status to any person, or (3) obligates the Company or any of its Subsidiaries to purchase or obtain a minimum or specified amount of any product or service in excess of $500,000 in the aggregate during any calendar year, in each case that is applicable to the Company or any of its Subsidiaries or (B) prohibits the Company or any of its Subsidiaries from soliciting any customers or strategic partners; in any case other than non-disclosure agreements and confidentiality agreements entered into in the Ordinary Course of Business;
(ix) any Contract under which the Company or any of its Subsidiaries has (A) created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) any Indebtedness (excluding, for the avoidance of doubt, any intercompany arrangements solely between or among the Company or any of its Subsidiaries), (B) granted a Lien on its assets or group of assets, whether tangible or intangible, to secure any Indebtedness, (C) extended credit to any Person (other than pursuant to Contracts (i) involving immaterial advances made to an employee of the Company or any of its Subsidiaries or (ii) for goods and services, in each case in the Ordinary Course of Business) or (D) granted a material performance bond, letter of credit or any other similar instrument, in each case, in excess of $100,000;
(x) any Contract with any person Governmental Authority, the performance of which involves payments to the Company or its Subsidiaries in the aggregate in excess of $250,000 during calendar year 2020 or that would reasonably be expected to be in excess of $250,000 during either calendar year 2021 or calendar year 2022;
(xi) each Contract with a Related Party (other than Company Benefit Plans or Contracts for compensation for services performed by a Related Party as director, officer, service provider or employee of the Company or any geographical area; of its Subsidiaries and amounts reimbursable for routine travel and other business expenses in the Ordinary Course of Business);
(lxii) The Collective Labour Agreement effective September 1each Contract relating to the acquisition or disposition of any business (whether by merger, 1995 and August 30sale of stock, 1998 between Portecsale of assets or otherwise) that contains financial covenants, Ltd. and indemnities or other payment obligations (including “earn-out” or other contingent payment obligations) that would reasonably be expected to result in the United Steel Workers making of Americapayments by the Surviving Corporation or any of its Subsidiaries after the Closing Date;
(xiii) any Contract establishing any joint venture, AFLstrategic alliance, partnership or other material collaboration;
(xiv) any Contract involving any resolution or settlement of any actual or threatened litigation, arbitration, claim or other dispute under which the Company or any of its Subsidiaries has any ongoing obligations (either monetary or non-CIO-CCL, Local No. 8917monetary); and
(xv) any Contract which grants any Person a right of first refusal, right of first offer or similar right with respect to any properties, assets or businesses of the Company or any of its Subsidiaries.
(b) True and correct copies of each Significant Contract as of the date hereof have been delivered to or made available to DSAC. Each Significant Contract is in full force and effect and represents the legal, valid and binding obligations of the Company, and to the knowledge of the Company the other parties thereto, and is enforceable against the Company, and to the knowledge of the Company against the other parties thereto, in accordance with its terms and conditions. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party to any such Significant Contract is in breach of or in default under such Significant Contract. Neither the Company nor any of its Subsidiaries has received any written claim or notice of any material breach of or default under any Significant Contract, and, to the knowledge of the Company, no event has occurred which individually or together with other events, would reasonably be expected to result in a material breach of or a default under any Significant Contract by the Company or any Subsidiary of the Company party thereto or, to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both). No party to any Significant Contract has exercised termination rights with respect thereto or has indicated in writing that it intends to terminate or materially modify its relationship with the Company or any of its Subsidiaries.
Appears in 1 contract
Samples: Merger Agreement (Duddell Street Acquisition Corp.)
