Status of Contracts and Leases. Except as set forth in Schedule 5.31, each of the leases, contracts and other agreements listed in Schedules 5.17, 5.19, 5.20, 5.22 and 5.29, (collectively, the “Company Agreements”) constitutes a legal, valid, binding and enforceable obligation of the parties thereto and is in full force and effect and (except for those Company Agreements which by their terms shall expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof) the Contemplated Transactions shall not have an Adverse Effect on the Company Agreements and they shall continue in full force and effect thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights there under and without the consent, approval or act of, or the making of any filing with, any other party. The Company has fulfilled and performed in all material respects its obligations under each of the Company Agreements, and the Company is not in, or alleged to be in, breach or default under, nor is there or is there alleged to be any basis for termination of, any of the Company Agreements and, to the Knowledge of the Seller, no other party to any of the Company Agreements has breached or defaulted there under, and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by the Company or, to the Knowledge of the Seller, by any such other party. The Company is not currently renegotiating any of the Company Agreements or paying liquidated damages in lieu of performance there under
Status of Contracts and Leases. 1 Each of the Contracts and Leases listed on Schedules 3.15 and 3.16 is valid, binding and enforceable by ADC in accordance with its terms and is in full force and effect, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization, or other laws of general application relating to or affecting creditors' rights generally and except as enforceability may be limited by rules of law governing specific performance, injunctive relief or other equitable remedies. There is no existing default or violation by ADC under any Contract or Lease and no event has occurred which (whether with or without notice, lapse of time or both) would constitute a default of ADC under any Contract or Lease. There is no pending or threatened proceeding which would interfere with the quiet enjoyment of any Real Property of which ADC is lessee or sublessee which is used in the Business.
Status of Contracts and Leases. Each of the WIP Contracts, the Other Work-in-Process Contracts, the Other Agreements, the Plate Roll Contract, the Corrosion Specialties Contract, and the other contracts and agreements listed on Schedule 4.13 (collectively, the "Xxxxx Agreements"), constitutes a legal, valid, binding and enforceable obligation of the parties thereto and is in full force and effect, and except for those Xxxxx Agreements which by their terms shall expire prior to the Closing Date or are, with the prior written consent of Xxxxxxxx, otherwise terminated prior to the Closing Date in accordance with the provisions thereof, the transactions contemplated in this Agreement shall not have a material adverse effect on the Xxxxx Agreements, and they shall continue in full force and effect thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder, and without the consent, approval or act of, or the making of any filing with, any other Person. Each Xxxxx Party has fulfilled and per-
Status of Contracts and Leases. 1 Each of the Contracts and Leases listed on Schedules 3.15 and 3.16 is valid, binding and enforceable by Orange in accordance with its terms and is in full force and effect. There is no existing default or violation by Orange under any Contract or Lease and no event has occurred which (whether with or without notice, lapse of time or both) would constitute a default of Orange under any Contract or Lease. There is no pending or threatened proceeding which would interfere with the quiet enjoyment of any Real Property of which Orange is lessee or sublessee which is used by the Dental Practice.
Status of Contracts and Leases. 1 Each of the Contracts and Leases listed on Schedules 3.15 and 3.16 is valid, binding and enforceable by MDCO in accordance with its terms and is in full force and effect, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization, or other laws of general application relating to or affecting creditors' rights generally and except as enforceability may be limited by rules of law governing specific performance, injunctive relief or other equitable remedies. There is no existing default or violation by MDCO under any Contract or Lease and no event has occurred which (whether with or without notice, lapse of time or both) would constitute a default of MDCO under any Contract or Lease. There is no pending or threatened proceeding which would interfere with the quiet enjoyment of any Real Property of which MDCO is lessee or sublessee.
Status of Contracts and Leases. (a) Each of the Contracts and Leases is valid, binding, and enforceable by E/One in accordance with its terms and is in full force and effect, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the rights of creditors and except as enforceability may be limited by principles of equity governing specific performance, injunctive relief or other equitable remedies. There is no existing default or violation by E/One under any Contract or Lease and no event has occurred which (whether with or without notice, lapse of time, or both) would constitute a default of E/One under any Contract or Lease, except for such defaults as would not have a Material Adverse Effect.
(b) E/One is not aware of any default by any other party to any Contract or Lease or of any event which (whether with or without notice, lapse of time, or both) would constitute a default by any other party with respect to obligations of that party under any Contract or Lease, except for such defaults as would not have a Material Adverse Effect.
(c) Except as set forth in the Disclosure Schedule, E/One is not a party to, nor is it bound by, any Contract (other than the Distributor Agreements referred to in Section 4.26) that:
(i) to E/One's knowledge will result in any material loss to it upon the performance thereof, including any material liability for penalties or damages, whether liquidated, direct, indirect, incidental or consequential, or
(ii) is not terminable by E/One with 90 days or fewer notice and which termination will not cause a Material Adverse Effect (other than the Distributor Agreements referred to in Section 4.26).
Status of Contracts and Leases. 3.17-1 Each of the Contracts and Leases listed on Schedules 3.10, 3.15 and 3.16 is valid, binding and enforceable by TG3 in accordance with its terms and is in full force and effect. There is no existing default or violation by TG3 under any Contract or Lease and no event has occurred which (whether with or without notice, lapse of time or both) would constitute a default of TG3 under any Contract or Lease. There is no pending or threatened proceeding which would interfere with the quiet enjoyment of any Real Property of which TG3 is lessee or sublessee which is used by the Dental Practice.
3.17-2 All other parties to the Contracts and Leases have consented or prior to the Closing will have consented (where such consent is necessary) to the consummation of the transaction contemplated by this Agreement without requiring modification of TG3's rights or obligations under any Contract or Lease.
3.17-3 TG3 is not aware of any default by any other party to any Contract or Lease or of any event which (whether with or without notice, lapse of time or both) would constitute a default by any other party with respect to obligations of that party under any Contract or Lease, and, to the knowledge of TG3, there are no facts that exist indicating that any of the Contracts or Leases may be totally or partially terminated or suspended by the other parties.
3.17-4 Neither TG3 nor the Professional Corporation is a party to, nor is it bound by, any contract or agreement that TG3 can reasonably foresee will result in any material loss to TG3 or the Dental Practice upon the performance thereof (including any material liability for penalties or damages, whether liquidated, direct, indirect, incidental or consequential), unless such contract or agreement is terminable by TG3 or the Professional Corporation on 60 or fewer days notice at any time without penalty.
Status of Contracts and Leases. (a) Each of the Contracts and Leases is valid, binding, and enforceable by GMHC or its subsidiaries in accordance with its terms and is in full force and effect, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the rights of creditors and except as enforceability may be limited by principles of equity governing specific performance, injunctive relief or other equitable remedies. There is no existing default or violation by GMHC or its subsidiaries under any Contract or Lease and no event has occurred which (whether with or without notice, lapse of time, or both) would constitute a default of GMHC or its subsidiaries under any Contract or Lease, except for such defaults as would not have a Material Adverse Effect.
(b) To the best knowledge of GMHC, neither GMHC nor any of its subsidiaries is aware of any default by any other party to any Contract or Lease or of any event which (whether with or without notice, lapse of time, or both) would constitute a default by any other party with respect to obligations of that party under any Contract or Lease, except for such defaults set forth on the Disclosure Schedule.
(c) Except as set forth on the Disclosure Schedule, neither GMHC nor its subsidiaries is a party to, or is bound by, any Contract that:
(i) will result in any material loss to it upon the performance thereof, including any material liability for penalties or damages, whether liquidated, direct, indirect, incidental or consequential, or
(ii) is not terminable by GMHC with 90 days or fewer notice and which termination will not cause a Material Adverse Effect.
Status of Contracts and Leases. 1 Each of the Contracts and Leases listed on Schedules 5.17 and 5.18 is valid, binding and enforceable by DDS in accordance with its terms and is in full force and effect. There is no existing default or violation by DDS under any Contract or Lease and no event has occurred which (whether with or without notice, lapse of time or both) would constitute a default of DDS under any Contract or Lease. There is no pending or threatened proceeding which would interfere with the quiet enjoyment of any Real Property of which DDS is lessee or sublessee.
Status of Contracts and Leases. 1 Each of the Contracts and Leases listed on Schedules 3.15 and 3.16 is valid, binding and enforceable by CDC in accordance with its terms and is in full force and effect, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization, or other laws of general application relating to or affecting creditors' rights generally and except as enforceability may be limited by rules of law governing specific performance, injunctive relief or other equitable remedies. There is no existing default or violation by CDC under any Contract or Lease and no event has occurred which (whether with or without notice, lapse of time or both) would constitute a default of CDC under any Contract or Lease. There is no pending or threatened proceeding which would interfere with the quiet enjoyment of any Real Property of which CDC is lessee or sublessee.
