Common use of Enforceability of Contracts, etc Clause in Contracts

Enforceability of Contracts, etc. (a) No person, firm, corporation or entity who is a party to any contract, agreement, commitment or plan to which the Company is a party involving potential liability or obligation in excess of $10,000 (excluding warranty claims arising in the ordinary course of business and consistent with past practice, which are not expected by the Company to be material in the aggregate) has a valid defense, on account of non-performance or malfeasance by the Company, which would make any such contracts, agreement, commitment or plan not valid and binding upon or enforceable against such parties in accordance with their terms, except to the extent such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, arrangement or similar laws affecting the rights of creditors generally and usual equity principles. (b) Neither the Company, nor, to the knowledge of the Company, any other person, firm, corporation or entity, is in breach or violation of, or default under, any contract, agreement, arrangement, commitment or plan to which the Company is a party, and no event or action has occurred, is pending, or, to the knowledge of the Company, is threatened, which, after the giving of notice, or the lapse of time, or otherwise, would constitute a breach or a default by the Company or, to the knowledge of the Company, any other person, firm, corporation or entity, under any contract, agreement, arrangement, commitment or plan to which the Company is a party except for such breaches, default or violations which would not have a Material Adverse Effect on the Company. The Company is not in breach or violation of, or default under, its Certificate of Incorporation or By-laws, and no event or action has occurred, is pending, or, to the knowledge of Company, is threatened, which, after the giving of notice, or the lapse of time, or otherwise, would constitute a breach or a default by the Company under its Certificate of Incorporation or By-laws.

Enforceability of Contracts, etc. (a) No person, firm, corporation or entity who is a party to any contract, agreement, commitment or plan to which the Company is a party involving potential liability or obligation in excess of $10,000 (excluding warranty claims arising in the ordinary course of business and consistent with past practice, which are not expected by the Company to be material in the aggregate) involving potential liability or obligation in excess of $10,000 has a valid defense, on account of non-performance or malfeasance by the Company, which would make any such contracts, agreement, commitment or plan not valid and binding upon or enforceable against such parties in accordance with their terms, except to the extent such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, arrangement or similar laws affecting the rights of creditors generally and usual equity principles. (b) Neither the Company, nor, to the knowledge of the Company, any other person, firm, corporation or entity, is in breach or violation of, or default under, any material contract, agreement, arrangement, commitment or plan to which the Company is a party, and no event or action has occurred, is pending, or, to the knowledge of the Company, is threatened, which, after the giving of notice, or the lapse of time, or otherwise, would constitute a breach or a default by the Company or, to the knowledge of the Company, any other person, firm, corporation or entity, under any material contract, agreement, arrangement, commitment or plan to which the Company is a party except for such breaches, default or violations which would not have a Material Adverse Effect on the Companyparty. The Company is not in breach or violation of, or default under, its Restated Certificate of Incorporation or By-laws, and no event or action has occurred, is pending, or, to the knowledge of Company, or is threatened, which, after the giving of notice, or the lapse of time, or otherwise, would constitute a breach or a default by the Company under its Restated Certificate of Incorporation or By-laws.