Validity of Material Contracts. The Data Room contains an accurate and complete copy (in all material respects) of each Material Contract. With respect to each such Material Contract:
12.2.1 the Material Contract is legal, valid, binding, enforceable, duly registered (if applicable) and sufficiently stamped and in full force and effect except to the extent it has previously expired in accordance with its terms, and has been entered into on an arm's length basis;
12.2.2 neither the Seller, nor, so far as the Seller is aware, any other party to the Material Contract is in material breach or default under the Material Contract and, so far as the Seller is aware, no event has occurred or circumstance exists that (with or without notice, lapse of time or both) would constitute a material breach or default by the Seller or the applicable Group Company or by any such other party; and
12.2.3 so far as the Seller is aware, no event has occurred or circumstance exists that (with or without notice, lapse of time or both) would give rise to any right of revocation, withdrawal, suspension, acceleration, cancellation, termination, imposition of additional material obligations or loss of rights under, result in any payment becoming due under, result in the imposition of any Encumbrances on the assets of any Group Company under, or otherwise give rise to any right on the part of any Person to exercise any remedy or obtain any relief under, the Material Contract, nor has the Seller given or received any written notice or other written communication alleging the same.
Validity of Material Contracts. The following representations apply solely to Material Contracts that are not Government Contracts.
Validity of Material Contracts. Each of the contracts, agreements and instruments described or referred to in the Registration Statement or the Prospectus (or, if the Prospectus is not in existence, any Preliminary Prospectus) and each contract, agreement and instrument filed as an exhibit to the Registration Statement is in full force and effect and is the legal, valid and binding agreement of the Offerors or the Subsidiaries, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity. Except as disclosed in the Prospectus (or such Preliminary Prospectus), to the knowledge of the Offerors, no other party to any such agreement is (with or without notice or lapse of time or both) in breach or default in any material respect thereunder.
Validity of Material Contracts. Except as set forth on Schedule 2.13, each Material Contract is a valid, binding and enforceable obligation of the Company and, to the Company’s Knowledge, the other parties thereto in accordance with its terms and conditions, except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights and remedies of creditors generally and general equitable principles. Neither the Company nor any Subsidiary of the Company nor, to the Company’s Knowledge, any other party to any of the Material Contracts is in material default under or in material violation of such Material Contract, and no written notice of any claims of material default has been given to the Company or any of its Subsidiaries with regard to any Material Contract. Except as set forth on Schedule 2.13, no event has occurred which, with the passage of time or the giving of notice, or both, would constitute, and neither the execution of this Agreement nor the Closing hereunder do or will constitute or result in, a material default under or a material violation of any Material Contract by the Company, any of its Subsidiaries or any other party to such Material Contract or would cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any Property or any of the equity interests of the Company or any of its Subsidiaries, or would require a consent thereunder. The Company has made available to Parent a copy of each written Material Contract and a materially accurate description of each oral Material Contract, and none of such Material Contracts has been modified or amended in any respect, except as reflected in such disclosure to Parent and, to the Company’s Knowledge, there is no condition or fact which will prevent the Company or any Subsidiary of the Company from performing any obligation of the Company or any such Subsidiary contained in a Material Contract.
Validity of Material Contracts. Each of the Material Contracts is a valid and binding obligation of the Group and is in full force and effect and the terms thereof have been complied with in all material respects by the Group and, so far as the Seller is aware, until the date hereof, by any other party to such Material Contract. No written or, to the Seller’s knowledge, oral notice of termination or of intention to terminate has been received at the date hereof in respect of any Material Contract. CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS MARKED WITH “[*]” AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 80 Execution Copy
Validity of Material Contracts. (i) Each Material Contract is a valid, binding and enforceable agreement and, to the knowledge of the Sellers or the Companies, the other parties thereto;
(ii) There has not occurred any material breach or default (or event which upon provision of notice or lapse of time or both would become such a breach or default) under any of the Material Contracts on the part of either Company;
(iii) To the knowledge of the Sellers or the Companies, there does not exist any event that, with the giving of notice or the lapse of time or both, would constitute a material breach of or a material default under such Material Contract by any party other than the Companies and neither Company has received or given notice of any such breach, default or event; and
(iv) As of the date hereof, to the knowledge of the Sellers or the Companies, there is no reason to believe that either Company will be unable to fulfill in all material respects all of its respective obligations under the Material Contracts which remain to be performed after the date hereof.
Validity of Material Contracts. All Material Contracts are valid and in full force and effect and it has not, nor so far as the Vendors are aware has any other party thereto, breached any material provisions of, or entered into default in any material respect under the terms thereof other than such beaches or defaults that have been cured or would not, individually or in the aggregate, have a material adverse change on the Company. A copy of each of the Material Contracts together with all amendments, material written waivers or other material written changes thereto has been made available to the Purchaser.
Validity of Material Contracts. The Data Room contains an accurate and complete copy (in all material respects) of each Material Contract. With respect to each such Material Contract:
12.2.1 the Material Contract is legal, valid, binding, enforceable, duly registered (if applicable) and sufficiently stamped and in full force and effect except to the extent it has previously expired in accordance with its terms, and has been entered into on an arm's length basis;
12.2.2 neither the Seller, nor, so far as the Seller is aware, any other party to the Material Contract is in material breach or default under the Material Contract and, so far as the Seller is aware, no event has occurred or circumstance exists that (with or without notice, lapse of time or both) would *** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission. constitute a material breach or default by the Seller or the applicable Group Company or by any such other party; and
12.2.3 so far as the Seller is aware, no event has occurred or circumstance exists that (with or without notice, lapse of time or both) would give rise to any right of revocation, withdrawal, suspension, acceleration, cancellation, termination, imposition of additional material obligations or loss of rights under, result in any payment becoming due under, result in the imposition of any Encumbrances on the assets of any Group Company under, or otherwise give rise to any right on the part of any Person to exercise any remedy or obtain any relief under, the Material Contract, nor has the Seller given or received any written notice or other written communication alleging the same.
Validity of Material Contracts. (a) Except as set forth on Schedule 3.25(a), Ralsxxx xxx its subsidiaries have not: (i) received any written claim of breach or default from any party relating to any agreement, commitment or contract listed on Schedule 3.24; or (ii) received any written notice of termination from any party relating to any such agreement, commitment or contract.
(b) Except as set forth on Schedule 3.25(b), Ralsxxx xxx its subsidiaries have not breached or defaulted in any material respect on any agreement, commitment or contract listed on Schedule 3.24.
Validity of Material Contracts. (a) Except as set forth on Schedule 4.22(a), Vail and its subsidiaries have not: (i) received any written claim of breach or default from any party relating to any agreement, commitment or contract listed on Schedule 4.21; or (ii) received any written notice of termination from any party relating to any such agreement, commitment or contract.
(b) Except as set forth on Schedule 4.22(b), Vail and its subsidiaries have not breached or defaulted in any material respect on any agreement, commitment or contract listed on Schedule 4.21.
