Status of Material Contracts. Each of the Contracts required to be listed in Schedule 3.12.1 and each of the IP Contracts (collectively, the “Material Contracts”) is valid and binding on the Company and in full force and effect and, assuming due execution and delivery by the other parties thereto, is enforceable in accordance with its terms by the Company. The Company is not in breach or default under any Material Contract, nor does any condition exist that, with notice or lapse of time or both, would constitute a breach or default in any respect thereunder by the Company or that would result in material liability to the Company. To the Knowledge of the Company, (a) no other party to any Material Contract is in default thereunder and (b) no condition exists that with notice or lapse of time or both would constitute a default in any material respect by any such other party thereunder. The Company has not received notice of any termination or cancellation of any Material Contract and to the Company’s Knowledge, no other party to a Material Contract has plans to terminate or cancel such Material Contract. The Company has not and, to the Knowledge of the Company, no other party to any Material Contract has repudiated any material provision of any Material Contract. The Company is not disputing and, to the Knowledge of the Company, no other party to such Material Contract is disputing, any material provision of any Material Contract. None of the parties to any Material Contract is renegotiating any material amounts paid or payable to or by the Company under such Material Contract or any other material term or provision thereof.
Status of Material Contracts. Neither the Company nor any of its subsidiaries has sent or received any communication regarding termination of, or intent not to renew, any of the contracts or agreements referred to or described in the Prospectus or filed as an exhibit to the Registration Statement, and no such termination or non-renewal has been threatened by the Company or any of its subsidiaries or, to the Company’s knowledge, any other party to any such contract or agreement, which threat of termination or non-renewal has not been rescinded as of the date hereof.
Status of Material Contracts. A true and complete copy of each Material Contract has been made available to Parent. All Material Contracts are valid, binding and in full force and effect and enforceable by the Group Company party thereto in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The Company has and, to the Knowledge of the Company, the other Group Companies have complied in all material respects with the terms and conditions of the Material Contracts. As to each Material Contract, there does not exist thereunder any material breach, violation or default on the part of the Company or, to the Knowledge of the Company, the other Group Companies or any other party to such Material Contract, and there does not exist any event, occurrence or condition, including the consummation of the Contemplated Transactions, which (with or without notice, passage of time, or both) would constitute a material breach, violation or default thereunder on the part of the Group Company party thereto. The Company has and, to the Knowledge of the Company, the other Group Companies have complied in all material respects with the terms and conditions of the Material Contracts. No material waiver has been granted by the Company or, to the Knowledge of the Company, the other Group Companies or any of the other parties thereto under any of the Material Contracts. There exists no suspension, stop work order, cure notice or show cause notice in effect for any Material Contract or any other complaint relating to the Company’s or, to the Knowledge of the Company, the other Group Companies’, performance thereunder, nor, to the Knowledge of the Company, has any counterparty with respect to any Material Contract made any threats with respect thereto. To the Knowledge of the Company, no party to any Material Contract has repudiated any provision thereof, terminated any Material Contract or given notice of any such termination, nor is the Company aware of any party’s intent to do so.
Status of Material Contracts. A true and complete copy of each Material Contract has been made available to Buyer. Except as disclosed in Section 3.9(b) of the Seller Disclosure Schedule, to the Knowledge of Seller, all Material Contracts are valid, binding and in full force and effect and enforceable by Seller or a Fund, as applicable, in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. As to each Material Contract, there does not exist thereunder any breach, violation or default on the part of Seller or any Fund, as applicable, or, to the Knowledge of Seller, any other party to such Material Contract, and there does not exist any Event, occurrence or condition, including the consummation of the Contemplated Transactions, which (with or without notice, passage of time, or both) would constitute a breach, violation or default thereunder on the part of Seller or any Fund, as applicable, which breach, violation or default has, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. No waiver of a material term and/or condition has been granted by Seller or any Fund or any of the other parties thereto under any of the Material Contracts.
Status of Material Contracts. Except as set forth on Schedule 3.16, (i) each Material Contract is a legal, valid and binding obligation of the Company or a Subsidiary, as applicable, in full force and effect and enforceable against the Company or a Subsidiary in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity; (ii) the Company has not received written notice, and has no reason to believe, that any Material Contract is not a legal, valid and binding obligation of the counterparty thereto, in full force and effect and enforceable against such counterparty in accordance with its terms; (iii) neither the Company nor any of the Subsidiaries is and, to the Company’s knowledge, no counterparty is in breach or violation of, or default under, any Material Contract; (iv) none of the Company or any of the Subsidiaries have received any claim of default under any Material Contract; and (v) to the Company’s knowledge, no event has occurred that would result in a breach or violation of, or a default under, any Material Contract (in each case, with or without notice or lapse of time or both).
Status of Material Contracts. The Company is not in default of, nor is in anticipatory breach of any of its material contracts with third parties, nor does the Company have any reason to believe that it will be so in the future.
Status of Material Contracts. A true and complete copy of each Material Contract has been made available to Buyer. Except as disclosed in Section 4.12(b) of the Company Disclosure Schedule, each Material Contract (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) is valid, binding and in full force and effect and enforceable by the Company or the Company Subsidiary party to such Material Contract in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. With respect to each Material Contract, (i) the Company or the Company Subsidiary party to such Material Contract is not in default under or in material breach of, or in receipt of any written claim of default under or material breach of, such Material Contract, (ii) to the Knowledge of the Companies, no other party to any Material Contract is in default under or in material breach of any Material Contract and (iii) no event has occurred and is continuing through the actions or inactions of the Company or the Company Subsidiary party to such Material Contract which, with or without the lapse of time or the giving of notice or both, would result in a default under or material breach of any Material Contract.
Status of Material Contracts. Seller has made available to Buyer a true, correct and complete copy of each written Material Contract (together with all amendments, waivers or other changes thereto) and a summary of the terms of each verbal Material Contract (if any). Each Material Contract is in full force and effect, is a valid and legally binding agreement of Company Group (and, to the Knowledge of Seller, each other party to such Material Contract) and is enforceable in accordance with its terms against Company Group (and, to the Knowledge of Seller, each other party to such Material Contract), except as enforceability may be limited by the Enforceability Limitations. Company Group has performed in all material respects the obligations required to be performed by it under each Company Contract. There has been no material breach or default (or event that with the passage of time, the giving of notice or both would constitute a material breach or default) under any Company Contract by Company Group (or, to the Knowledge of Seller, by any other party) that has not been cured or waived. Company Group has not given or received any written notice of material default or notice of cancellation or termination with respect to any Material Contract. Company Group has not assigned any Material Contract or any interest therein to any other Person. No material outstanding payments or obligations are due to Seller (and any of his Affiliates) in connection with any Material Contract or other arrangements between Seller (and any of his Affiliates) and Gage. (and any of its Affiliates).
Status of Material Contracts. A true and complete copy of each Material Contract, including all amendments applicable thereto, has been made available to Buyer. Except as disclosed in Section 3.15(b) of the Seller Disclosure Schedule, all Material Contracts (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) are valid, binding and in full force and effect and enforceable by the Company or its Subsidiaries in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. With respect to each Material Contract (i) neither the Company nor any of its Subsidiaries are in material default under or in material breach of, or in receipt of any written claim of material default under or material breach of, any Material Contract, (ii) to the Knowledge of the Company, no other party to any Material Contract is in material default under or in material breach of any Material Contract and (iii) no event has occurred and is continuing through the Company’s or its Subsidiaries’ actions or inactions which, with or without the lapse of time or the giving of notice or both, would result in a material default under or material breach of any Material Contract.
Status of Material Contracts. A true and complete copy of each Material Contract, together with all amendments, modifications, waivers and supplements thereto, has been Made Available to Buyer. Except as disclosed in Section 3.12(b) of the Seller Disclosure Schedule, all Material Contracts are valid and binding on the Seller, in full force and effect and, to the Knowledge of Seller, enforceable by Seller in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Seller has performed all of the material obligations required to be performed by it. As to each Material Contract, there does not exist thereunder any material breach, violation or default on the part of Seller or, to the Knowledge of Seller, any other party to such Material Contract, and there does not exist any event, occurrence or condition, including the consummation of the Contemplated Transactions, which (with or without notice, passage of time, or both) would constitute a material breach, violation or default thereunder on the part of Seller that would give any other party thereto the right to terminate or accelerate the obligations of Seller or any of its Affiliates thereunder (or that would give any party the right to a rebate, chargeback, refund, credit, penalty or change in delivery schedule thereunder). [***]. Seller has not received during the eighteen (18) months; prior to the Closing any claim or notice (whether written or oral) of any such actual or alleged material breach, violation or default, or of any intention to cancel or modify any Material Contract. To the Knowledge of Seller, no counterparties to any Material Contract intend to cancel or modify their contracts with Seller. No waiver has been granted by Seller under any of the Material Contracts during the eighteen (18) months; prior to the Closing.
