Specified Contracts. (a) As of the date of this Agreement, neither the Company nor any of the Company Subsidiaries is a party to any Contract required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act (a “Filed Company Contract”) that has not been so filed (other than this Agreement). (b) Section 4.16(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of: (i) each loan and credit agreement, note, debenture, bond, indenture and other similar Contract pursuant to which any Indebtedness of the Company or any of the Company Subsidiaries, in each case, in excess of $250,000, is outstanding or may be incurred, other than any such Contract between or among any of the Company and any of the Company Subsidiaries; (ii) each Contract, other than any Contract of which the primary purpose is the provision of services, to which the Company or any of the Company Subsidiaries is a party entered into since January 1, 2017 or with respect to which the Company or any of the Company Subsidiaries has any continuing material obligations, in each case, relating to the acquisition or disposition by the Company or any of the Company Subsidiaries of properties or assets for, in each case, aggregate consideration of more than $500,000, except for acquisitions and dispositions of properties and assets in the ordinary course of business consistent with past practice; (iii) each Contract in effect as of the date of this Agreement of the Company or any of the Company Subsidiaries that (A) grants a right of exclusivity, right of first offer, right of first refusal or similar right with respect to the Product in any business or geographic region; or (B) restricts in any way the ability of the Company or any of its Affiliates (including post-Closing) to compete with any business or in any geographical area or to solicit customers; in each case under clauses (A) or (B) (and the defined terms therein) that limits in any material respect the operation of the Acquired Companies, taken as a whole, as currently conducted; (iv) each Contract in effect as of the date of this Agreement to which the Company or any of the Company Subsidiaries is a party pursuant to which the Company or a Company Subsidiary grants or receives a material license or covenant not to ▇▇▇, option, right of first refusal or other material right to any Intellectual Property, except for (A) non-exclusive licenses to off-the-shelf commercially available Software for less than $250,000 on an annual basis and (B) any research agreements, services agreements, vendor agreements and consulting agreements, in each case that do not grant any Person any material Intellectual Property rights; (v) any Contract in effect as of the date of this Agreement that relates to the research, development, distribution, marketing, supply, license, collaboration, co-promotion or manufacturing of any of the Products, which, if terminated or not renewed, would reasonably be expected to be material to the Acquired Companies, taken as a whole; (vi) each Contract in effect as of the date of this Agreement that grants to any Person any option, right of first offer or right of first refusal or similar right to purchase, lease, sublease, license, use, possess or occupy any securities, assets or other interest of any Acquired Company (other than Intellectual Property or Products); (vii) each Contract in effect as of the date of this Agreement of the Company or any of the Company Subsidiaries that establishes a material partnership, joint venture or strategic alliance or similar arrangement with a Third Party (including any other agreements relating thereto with between the Company or any of the Company Subsidiaries on the one hand, and such Third Party on the other hand); (viii) each Contract with any Governmental Authority; and (ix) each Contract with any of the contract manufacturing organizations set forth on Section 4.16(b)(ix) of the Company Disclosure Letter or any of their respective Affiliates. Each Contract of the type described in this Section 4.16(b) and each Filed Company Contract is referred to herein as a “Specified Contract.” As of the date of this Agreement, the Company has Made Available to Parent true and complete copies of each Specified Contract, together with all modifications and amendments thereto. There are no oral Specified Contracts. (c) Each Specified Contract is in full force and effect and is a valid and binding agreement enforceable against the Company or any of the Company Subsidiaries party thereto and, to the Company’s Knowledge, any other party thereto in accordance with its terms and is not subject to any claims, charges, set-offs or defenses, except as such enforceability may be limited by the Bankruptcy and Equity Exceptions, except where the failure of such Contract to be valid, binding, enforceable or in full force and effect, has not been, and would not reasonably be expected to be, material to the Acquired Companies, taken as a whole. None of the Company nor any of the Company Subsidiaries party to any Specified Contract is in breach of or default under or, as of the date of this Agreement, has provided or received any written notice of any intention to terminate or seek renegotiation of, any Specified Contract, and as of the date hereof and to the Company’s Knowledge, no other party to any Specified Contract is in breach of or default under, or has provided or received any written notice of any intention to terminate or seek renegotiation of, any Specified Contract, except in each case as has not been, and would not reasonably be expected to be, material to the Acquired Companies, taken as a whole. To the Company’s Knowledge, no event or circumstance has occurred that, with or without notice or lapse of time or both, would (i) constitute a breach of or event of default by the Company, (ii) result in a right of termination, modification or renegotiation for the counterparty or (iii) cause or permit the acceleration of or other changes to any right of the counterparty or obligation of the Company under any Specified Contract, except, in the case of clauses (i), (ii) and (iii), as has not been, and would not reasonably be expected to be, material to the Acquired Companies, taken as a whole.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Alexion Pharmaceuticals, Inc.), Merger Agreement (Portola Pharmaceuticals Inc)
Specified Contracts. (a) As of the date of this Agreement, neither the Company nor any of the Company Subsidiaries is a party to any Contract required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act (a “Filed Company Contract”) that has not been so filed (other than this Agreement)or disclosed on Section 4.16(a) of the Company Disclosure Letter.
(b) Section 4.16(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, forth a true and complete list of:
(i) each Contract with a related person (as defined in Item 404 of Regulation S-K of the Exchange Act) that would be required to be disclosed in the Company SEC Documents;
(ii) each loan and credit agreement, note, debenture, bond, indenture and other similar Contract pursuant to which any Indebtedness of the Company or any of the Company Subsidiaries, in each case, in excess of $250,000500,000, is outstanding or may be incurred, other than any such Contract between or among any of the Company and any of the Company SubsidiariesSubsidiaries and any letters of credit;
(iiiii) each Contract, other than any Contract of which the primary purpose is the provision of services, to which the Company or any of the Company Subsidiaries is a party entered into since January 1, 2017 or with respect to which the Company or any of the Company Subsidiaries has any continuing material obligations, in each case, relating to the acquisition or disposition by the Company or any of the Company Subsidiaries of any business, stock, properties or assets of any Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) for, in each case, aggregate consideration of more than $500,000, except for acquisitions and dispositions of properties immaterial and obsolete assets in the ordinary course of business consistent with past practicebusiness;
(iiiiv) each Contract in effect as of the date of this Agreement of the Company or any of the Company Subsidiaries that (A) grants a right of exclusivity, right of first offer, right of first refusal or similar right with respect to the Product in any business or geographic regionregion (“Exclusive Rights”); or (B) restricts in any way the ability of the Company or any of its Affiliates (including post-Closing) the Company Subsidiaries to compete with any business or in any geographical area or to solicit customers; or (C) containing “most favored nation” or similar provisions; in each case under clauses (A), (B) or (BC) (and the defined terms therein) that limits in any material respect the operation of the Acquired Companies, taken as a whole, as currently conductedconducted and that may not be canceled by the Company or any of the Company Subsidiaries upon notice of 180 days or less without material penalty or other material liability to the Acquired Companies, taken as a whole;
(ivv) each Contract in effect as of the date of this Agreement to which the Company or any of the Company Subsidiaries is a party pursuant to which (A) regarding the Company licensing or a Company Subsidiary grants sublicensing of, or receives a material license or covenant not to ▇▇▇grant of rights to, option, right of first refusal or other material right to any Intellectual Property, Property (except for (Av) non-exclusive licenses to off-the-shelf nonexclusive licenses of commercially available Software for less than $250,000 Software, (w) agreements between the Company or any of the Company Subsidiaries, on an annual basis the one hand, and their employees or consultants, on the other hand, entered into in the ordinary course of business on the standard form of agreement made available in the Data Room, (x) nonexclusive licenses entered into with customers on the standard form of agreement made available in the Data Room in the ordinary course of business, (y) nonexclusive licenses entered into with contractors in the ordinary course of business, and (z) Contractual obligations in which the grant of non-exclusive rights to Intellectual Property is incidental or ancillary to performance of such obligations), (B) pursuant to which any research agreementsAcquired Company agrees to settle or resolve any Intellectual Property-related dispute (including any settlement, services agreements, vendor agreements and consulting agreementsco-existence or similar Contract) or that otherwise affects, in each case that do not grant any Person any material Intellectual Property rights;
(v) respect, any Contract in effect as of the date of this Agreement that relates Acquired Company’s ability to the researchuse, developmentenforce, distribution, marketing, supplydisclose, license, collaborationor otherwise exploit any Company Owned IP in any material respect, co-promotion or manufacturing (C) regarding the assignment, acquisition, divestiture, or development of any of the Products, which, if terminated or not renewed, would reasonably be expected to be material to the Acquired Companies, taken as a wholeIntellectual Property;
(vi) each Contract in effect as of the date of this Agreement that grants to any Person person any option, right of first offer or right of first refusal or similar right to purchase, lease, sublease, license, use, possess or occupy any securitiesassets material to the Acquired Companies, assets or other interest of any Acquired Company (other than Intellectual Property or Products)taken as a whole;
(vii) each Contract Collective Bargaining Agreement;
(viii) involves performance of services or delivery of products by the Company or any of the Company Subsidiaries with each of the 10 largest customers of the Company and the Company Subsidiaries, taken as a whole, in effect each case measured on the basis of the annual dollar value of recurring revenue calculated as of August 2, 2024 (the “Material Customers”);
(ix) involves the receipt of services or products to the Company or any of the Company Subsidiaries with each of the 10 largest commercial suppliers of the Company and the Company Subsidiaries, taken as a whole, in each case measured on the basis of the annual dollar value of purchases made by the Company and its Subsidiaries for the twelve (12)-month period ended August 2, 2024 (“Material Suppliers”);
(x) each Contract that is a settlement, conciliation or similar agreement with any Governmental Authority involving an aggregate consideration of more than $250,000 or pursuant to which the Company or any of the Company Subsidiaries will have any material outstanding obligation after the date of this Agreement or which provides for any non-monetary relief (other than customary confidentiality obligations) which would continue to apply to the Company or any Company Subsidiary following the Effective Time; and
(xi) each material Contract of the Company or any of the Company Subsidiaries that establishes relates to a material partnership, joint venture or strategic alliance or similar arrangement with a Third Party (including any other agreements relating thereto with between the Company or any of the Company Subsidiaries on the one hand, and such Third Party on the other hand);
(viii) each Contract with any Governmental Authority; and
(ix) each Contract with any of the contract manufacturing organizations set forth on Section 4.16(b)(ix) of the Company Disclosure Letter or any of their respective Affiliatesarrangement. Each Contract of the type described in this Section 4.16(b) and each Filed Company Contract is referred to herein as a “Specified Contract.” As of the date of this Agreement, the Company has Made Available to Parent true and complete copies of each Specified Contract, together with including all modifications and amendments thereto. There are no oral Specified Contracts.
(c) Each Specified Contract is in full force and effect and is a valid and binding agreement enforceable against the Company or any of the Company Subsidiaries party thereto and, to the Company’s Knowledge, any other party thereto in accordance with its terms and is not subject to any claims, charges, set-offs or defensesterms, except as such enforceability may be limited by the Bankruptcy and Equity Exceptions, except where the failure of such Contract to be valid, binding, enforceable or in full force and effect, has not beenhad, and would not reasonably be expected to behave, material to individually or in the Acquired Companiesaggregate, taken as a wholeCompany Material Adverse Effect. None of the Company nor any of the Company Subsidiaries party to any Specified Contract is in breach of or default under orunder, or as of the date of this Agreement, Agreement has provided or received any written notice of any intention to terminate or seek renegotiation of, any Specified Contract, and as of the date hereof and to the Company’s Knowledge, no other party to any Specified Contract is in breach of or default under, or has provided or received any written notice of any intention to terminate or seek renegotiation of, any Specified Contract, except in each case as has not beenhad, and would not reasonably be expected to behave, material to individually or in the Acquired Companiesaggregate, taken as a wholeCompany Material Adverse Effect. To the Company’s Knowledge, no No event or circumstance has occurred that, with or without notice or lapse of time or both, would (i) constitute a breach of or event of default by the Company, (ii) result in a right of termination, modification or renegotiation for the counterparty or (iii) cause or permit the acceleration of or other changes to any right of the counterparty or obligation of the Company under any Specified Contract, except, in the case of clauses (i), (ii) and (iii), as has not beenhad, and would not reasonably be expected to behave, material to individually or in the Acquired Companiesaggregate, taken as a wholeCompany Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (SecureWorks Corp)
Specified Contracts. (a) As of the date of this Agreement, neither the Company nor any of the Company Subsidiaries is a party to any Contract required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act (a “Filed Company Contract”) that has not been so filed (other than this Agreement)filed.
(b) Except as the same has been filed as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act, Section 4.16(b3.16(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of:
(i) each loan and credit agreement, note, debenture, bond, indenture and other similar Contract pursuant to which any Indebtedness of the Company or any of the Company Subsidiaries, Subsidiaries is outstanding or may be incurred in each case, an amount in excess of $250,000, is outstanding or may be incurred, other than any such Contract between or among any of the Company and any of the Company Subsidiaries;
(ii) each Contract, other than any Contract of which the primary purpose is the provision of services, to which the Company or any of the Company Subsidiaries is a party entered into since January 1, 2017 2018 or with respect to which the Company or any of the Company Subsidiaries has any continuing material obligations, in each case, relating to the acquisition or disposition by the Company or any of the Company Subsidiaries of properties or assets for, in each case, aggregate consideration of more than $500,000250,000, except for acquisitions and dispositions of properties and assets in the ordinary course of business consistent with past practicebusiness;
(iii) each Contract in effect as of the date of this Agreement of the Company or any of the Company Subsidiaries that (A) grants a right of exclusivity, right of first offer, right of first refusal or similar right with respect to the Product in any business or geographic region; or (B) restricts in any way the ability of the Company or any of its Affiliates (including post-Closing) to compete with any business or in any geographical area or to solicit customers; in each case under clauses (A) or (B) (and the defined terms therein) that limits in any material respect the operation of the Acquired Companies, taken as a whole, as currently conducted;
(iv) each Contract in effect as of the date of this Agreement to which the Company or any of the Company Subsidiaries is a party pursuant to which the Company or a Company Subsidiary grants or receives a material license or covenant not to ▇▇▇, option, right of first refusal or other material right to any Intellectual Property, except for (A) non-exclusive licenses to off-the-shelf commercially available Software for less than $250,000 on an annual basis and (B) any research agreements, services agreements, vendor agreements and consulting agreements, in each case that do not grant any Person any material Intellectual Property rights;
(v) any Contract in effect as of the date of this Agreement that relates to the research, development, distribution, marketing, supply, license, collaboration, co-promotion or manufacturing of any of the Products, which, if terminated or not renewed, would reasonably be expected to be material to the Acquired Companies, taken as a whole;
(vi) each Contract in effect as of the date of this Agreement that grants to any Person person any option, right of first offer or right of first refusal or similar right to purchase, lease, sublease, license, use, possess or occupy any securities, assets or other interest of the Company or any Acquired of the Company (other than Intellectual Property or Products)Subsidiaries;
(viiiv) each Contract in effect as of the date of this Agreement of the Company or any of the Company Subsidiaries that establishes a material partnership, joint venture or strategic alliance similar arrangement;
(v) each Contract for the sale of products or services to any Governmental Authority;
(vi) any clearing arrangements or other Contract with any clearing agents or brokers or for correspondent clearing, payment and settlement activities;
(vii) any selling, distribution, dealer, product or marketing Contracts or similar arrangement commission-based Contracts with a Third Party Parties, or any Contracts with broker-dealers (or associated persons thereof, as defined in the Exchange Act), except for any such Contract entered into in the ordinary course of business;
(viii) any settlement or conciliation agreement with any Person (including any Governmental Authority) entered into since January 1, 2018;
(ix) any non-competition Contract or other agreements relating thereto with Contract that (A) purports to limit in any material respect either the type of business in which the Company or its Subsidiaries (or, after the Closing Date, BRF or its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any business, (B) would require the disposition of any material assets or line of business of the Company or its Subsidiaries or, after the Closing Date, BRF or its Subsidiaries, (C) grants “most favored nation” status that, following the Closing Date, would apply to BRF or its Subsidiaries, including the Company and its Subsidiaries or (D) prohibits or limits the rights of the Company or any of its Subsidiaries to make, sell or distribute any products or services, or use, transfer, license, distribute or enforce any of their respective Intellectual Property;
(x) any Contract providing for payments to be made by the Company or its Subsidiaries, or any acceleration of rights or similar matters, upon a change in control;
(xi) any Contract between the Company or any of the Company Subsidiaries its Subsidiaries, on the one hand, and such Third Party on the other hand);
(viii) each Contract with any Governmental Authority; and
(ix) each Contract with any of the contract manufacturing organizations set forth on Section 4.16(b)(ix) director or officer of the Company Disclosure Letter or any Person beneficially owning five percent or more of the outstanding Shares of any of their respective Affiliates, on the other hand, excluding any such Contracts related to employment, or employee compensation or benefits; or
(xii) any Contract not otherwise included in clauses (i) through (xi) of Section 3.16(b) that involves payments to or by the Company or any of its Subsidiaries of an amount reasonably expected to exceed $250,000 pursuant to such Contract, excluding any such Contracts related to employment, or employee compensation or benefits. Each Contract of the type described in this Section 4.16(b3.16(b) and each Filed Company Contract is referred to herein as a “Specified Contract.” As of the date of this Agreement, the Company has Made Available to Parent BRF true and complete copies of each Specified Contract, together with all modifications and amendments thereto. There are no oral Specified Contracts.
(c) Each Specified Contract is in full force and effect and is a valid and binding agreement enforceable against the Company or any of the Company Subsidiaries party thereto and, to the Company’s Knowledge, any other party thereto in accordance with its terms and is not subject to any claims, charges, set-offs or defensesterms, except as such enforceability may be limited by the Bankruptcy and Equity Exceptions, except where the failure of such Contract to be valid, binding, enforceable or in full force and effect, has not been, and would not reasonably be expected to be, material to the Acquired CompaniesCompany or its Subsidiaries, taken as a whole. None of the Company nor any of the Company Subsidiaries party to any Specified Contract is in breach of or default under orunder, or as of the date of this Agreement, Agreement has provided or received any written notice of any intention to terminate or seek renegotiation of, any Specified Contract, and as of the date hereof and to the Company’s Knowledge, no other party to any Specified Contract is in breach of or default under, or has provided or received any written notice of any intention to terminate or seek renegotiation of, any Specified Contract, except in each case as has not been, and would not reasonably be expected to be, material to the Acquired CompaniesCompany and its Subsidiaries, taken as a whole. To the Company’s Knowledge, no event or circumstance has occurred that, with or without notice or lapse of time or both, would (i) constitute a breach of or event of default by the Company, (ii) result in a right of termination, modification or renegotiation for the counterparty or (iii) cause or permit the acceleration of or other changes to any right of the counterparty or obligation of the Company under any Specified Contract, except, in the case of clauses (i), (ii) and (iii), as has not been, and would not reasonably be expected to be, material to the Acquired CompaniesCompany and its Subsidiaries, taken as a whole.
Appears in 1 contract
Specified Contracts. (a) As of the date of this Agreement, neither the Company nor any Except as set forth in Section 3.8 of the Company Disclosure Schedule, there have been made available to Parent and its representatives true, correct and complete copies of all of the following contracts to which Company or any of its Subsidiaries is a party to or by which any Contract required to be filed by of them is bound (collectively, the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act (a “Filed Company Contract”) that has not been so filed (other than this Agreement).
(b) Section 4.16(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of:
"Specified Contracts"): (i) each loan contracts with any directors and credit agreement, note, debenture, bond, indenture and other similar Contract pursuant to those persons identified in the last sentence of Section 3.1(a); (ii) collective bargaining agreements for which any Indebtedness of the Company or any of its domestic Subsidiaries is a party; (iii) pending contracts (A) for the sale of any of the assets of Company or any of its Subsidiaries, other than contracts entered into in the ordinary course of business or (B) for the grant to any person of any preferential rights to purchase any of its assets, other than in the ordinary course of business; (iv) contracts which restrict, in any material respect, the Company Subsidiariesor any of its Subsidiaries from competing in any line of business or with any person in any geographical area; (v) indentures, credit agreements, security agreements, mortgages, guarantees, promissory notes and other contracts relating to the borrowing of money involving indebtedness for borrowed money, in each case, in excess of $250,000, is outstanding 2,500,000; (vi) contracts with any stockholders of Company beneficially owning 5% or may be incurred, other than any such Contract between or among any more of the Company and any Company's outstanding capital stock on the date hereof; (vii) acquisition, merger, asset purchase or sale agreements with a purchase price in excess of the Company Subsidiaries;
(ii) each Contract, other than any Contract of which the primary purpose is the provision of services, to which the Company or any of the Company Subsidiaries is a party $10,000,000 entered into since January July 1, 2017 1995 (other than agreements for the purchase and sale of materials or with respect to which the Company or any of the Company Subsidiaries has any continuing material obligations, in each case, relating to the acquisition or disposition by the Company or any of the Company Subsidiaries of properties or assets for, in each case, aggregate consideration of more than $500,000, except for acquisitions and dispositions of properties and assets products in the ordinary course of business consistent with past practice;
business); (iiiviii) each Contract in effect as contracts relating to any material joint venture, partnership, strategic alliance or other similar agreement; and (ix) all other agreements, contracts or instruments entered into which, to the knowledge of the date of this Agreement of the Company or any of the Company Subsidiaries that (A) grants a right of exclusivityCompany, right of first offer, right of first refusal or similar right with respect to the Product in any business or geographic region; or (B) restricts in any way the ability of the Company or any of its Affiliates (including post-Closing) to compete with any business or in any geographical area or to solicit customers; in each case under clauses (A) or (B) (and the defined terms therein) that limits in any material respect the operation of the Acquired Companies, taken as a whole, as currently conducted;
(iv) each Contract in effect as of the date of this Agreement to which the Company or any of the Company Subsidiaries is a party pursuant to which the Company or a Company Subsidiary grants or receives a material license or covenant not to ▇▇▇, option, right of first refusal or other material right to any Intellectual Property, except for (A) non-exclusive licenses to off-the-shelf commercially available Software for less than $250,000 on an annual basis and (B) any research agreements, services agreements, vendor agreements and consulting agreements, in each case that do not grant any Person any material Intellectual Property rights;
(v) any Contract in effect as of the date of this Agreement that relates to the research, development, distribution, marketing, supply, license, collaboration, co-promotion or manufacturing of any of the Products, which, if terminated or not renewed, would reasonably be expected to be are material to the Acquired Companies, taken as a whole;
(vi) each Contract in effect as of the date of this Agreement that grants to any Person any option, right of first offer or right of first refusal or similar right to purchase, lease, sublease, license, use, possess or occupy any securities, assets or other interest of any Acquired Company (other than Intellectual Property or Products);
(vii) each Contract in effect as of the date of this Agreement of the Company or any of the Company and its Subsidiaries that establishes a material partnership, joint venture or strategic alliance or similar arrangement with a Third Party (including any other agreements relating thereto with between the Company or any of the Company Subsidiaries on the one hand, and such Third Party on the other hand);
(viii) each Contract with any Governmental Authority; and
(ix) each Contract with any of the contract manufacturing organizations set forth on Section 4.16(b)(ix) of the Company Disclosure Letter or any of their respective Affiliates. Each Contract of the type described in this Section 4.16(b) and each Filed Company Contract is referred to herein as a “Specified Contract.” As of the date of this Agreement, the Company has Made Available to Parent true and complete copies of each Specified Contract, together with all modifications and amendments thereto. There are no oral Specified Contracts.
(c) Each Specified Contract is in full force and effect and is a valid and binding agreement enforceable against the Company or any of the Company Subsidiaries party thereto and, to the Company’s Knowledge, any other party thereto in accordance with its terms and is not subject to any claims, charges, set-offs or defenses, except as such enforceability may be limited by the Bankruptcy and Equity Exceptions, except where the failure of such Contract to be valid, binding, enforceable or in full force and effect, has not been, and would not reasonably be expected to be, material to the Acquired Companies, taken as a whole. None A list of the Specified Contracts is set forth on Section 3.8 of the Company nor any Disclosure Schedule. The provisions of the Company Subsidiaries party to any Specified Contract is in breach of or default under or, as of the date of this Agreement, has provided or received any written notice of any intention to terminate or seek renegotiation of, any Specified Contract, and as of the date hereof and to the Company’s Knowledge, no other party to any Specified Contract is in breach of or default under, or has provided or received any written notice of any intention to terminate or seek renegotiation of, any Specified Contract, except in each case as has not been, and would not reasonably be expected to be, material to the Acquired Companies, taken as a whole. To the Company’s Knowledge, no event or circumstance has occurred that, with or without notice or lapse of time or both, would (i) constitute a breach of or event of default by the Company, (ii) result in a right of termination, modification or renegotiation for the counterparty or (iii) cause or permit the acceleration of or other changes to any right of the counterparty or obligation of the Company under any Specified Contract, except, in the case of clauses (i), (ii) and (iii), as has not been, and would not reasonably be expected to be, material to the Acquired Companies, taken as a whole.this
Appears in 1 contract
Sources: Agreement and Plan of Merger (Honeywell International Inc)