Parent Contracts. Except as disclosed in the Parent SEC Documents, as of the date hereof, Parent is not party to any Contract (other than nondisclosure agreements (containing customary terms) to which Parent is a party that were entered into in the Ordinary Course).
Parent Contracts. The Parent SEC Documents contain true and accurate copies of all agreements required to be filed as material contracts under Item 601(b)(10) of Regulation S-B under the Securities Act and the Exchange Act (the “Parent Material Contracts”). To the Knowledge of the Parent, no party to any Parent Material Contract has a claim against Parent in respect of any breach or default thereunder. Prior to the Effective Time, each of the Parent Material Contracts shall be terminated and of no further force and effect.
Parent Contracts. No Acquiring Company is a party to or is or has ever been bound by:
Parent Contracts. (a) Except as set forth in the most recent exhibit list on Parent’s Form 10-K for the year ended December 31, 2013 or Part 3.12 of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries is a party to or is bound by:
Parent Contracts. Parent has made available to Target accurate and complete copies of all of its written contracts and agreements, including all amendments thereto, and has provided to Target a written description, complete and accurate in all material respects, of each of its contracts and agreements that is not written. Each of Parent’s contracts and agreements is legal, valid and binding upon Parent and, to the Knowledge of Parent, upon the other parties thereto and in full force and effect and enforceable in accordance with its terms, except as such enforceability may be limited by Equitable Limitations. Parent has performed all of its material obligations under each such contract and agreement, and there exists no material breach or material default (or event that with notice or lapse of time would constitute a breach or 29 default) on the part of Parent or, to the Knowledge of Parent, any other Person under such contract or agreement. Parent has not received or delivered written notice of termination or written notice of default or any threatened termination under any such contract or agreement. Parent has no present expectation or intention of terminating any such contract or agreement, except for any such termination as would not reasonably be expected to result in a Parent Material Adverse Effect.
Parent Contracts. (a) Except as set forth in the Parent Disclosure Schedule and except for agreements explicitly contemplated hereby, there are no agreements, understandings or proposed transactions between Parent and any of its officers, directors, affiliates or any affiliate thereof.
Parent Contracts. Notice terminating the Parent Contracts listed on Section 7.3(f) of the Parent Disclosure Letter shall be sent to the applicable counterparty no later than five (5) Business Days prior to the Closing Date.
Parent Contracts. All of the Contracts filed as an exhibit to a Parent SEC Document (each, a “Parent Contract”) are valid and binding and in full force and effect (except those that expire or are terminated after the date of this Agreement in accordance with their respective terms), except where the failure to be in full force and effect would not reasonably be expected to have a Parent Material Adverse Effect. To the Knowledge of Parent, no Person is challenging the validity or enforceability of any Parent Contract, except such challenges which would not reasonably be expected to have a Parent Material Adverse Effect. Neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any of the other parties thereto, has violated any provision of, or committed or failed to perform any act which (with or without notice, lapse of time or both) would constitute a default under any provision of, and neither Parent nor any of its Subsidiaries has received notice that it has violated or defaulted under, any Parent Contract, except for those violations and defaults which would not reasonably be expected to have a Parent Material Adverse Effect.
Parent Contracts. Neither Parent nor any of its subsidiaries is in breach or default under, and neither Parent nor any of its subsidiaries has received written notice that it has materially breached or defaulted, any of the terms or conditions of any Parent Material Contract in such a manner as would have a Material Adverse Effect on Parent. As used in this paragraph, “Parent Material Contract” means any “material contracts” (as that term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to Parent (including any agreement that is required to be filed in a future filing) and any Contract to which Parent is a party, the termination of which would have a Material Adverse Effect on Parent.
Parent Contracts. All “material contracts” (as such term is defined in Item 601(b)(1) of Regulation S-K of the SEC) of Parent and its subsidiaries are valid and in full force and effect except to the extent they have previously expired in accordance with their terms or if the failure to be in full force and effect, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect. To the Knowledge of Parent, neither Parent nor any of its Subsidiaries is currently in violation of any provision of, or is currently committing or failing to perform any act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any such material contract, except in each case for those violations and defaults which, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect. Neither Parent nor any of its Subsidiaries has received any unresolved notification from any counterparty to any such material contract that it is currently in violation of any provision of, or is currently committing or failing to perform any act which, with or without notice, lapse of time or both, would constitute a default under the provisions of, any such material contract.
