Status of Contracts and Leases. Except as set forth in Schedule 5.31, each of the leases, contracts and other agreements listed in Schedules 5.17, 5.19, 5.20, 5.22 and 5.29, (collectively, the “Target Agreements”) constitutes a legal, valid, binding and enforceable obligation of the parties thereto and is in full force and effect and (except for those Target Agreements which by their terms shall expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof) the Contemplated Transactions shall not have an Adverse Effect on the Target Agreements and they shall continue in full force and effect thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights there under and without the consent, approval or act of, or the making of any filing with, any other party. The Company and Target have fulfilled and performed in all material respects their obligations under each of the Target Agreements, and Target is not in, or alleged to be in, breach or default under, nor is there or is there alleged to be any basis for termination of, any of the Target Agreements and, to the Knowledge of the Seller, no other party to any of the Target Agreements has breached or defaulted there under, and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by the Company or Target or, to the Knowledge of the Seller, by any such other party. The Company and Target are not currently renegotiating any of the Target Agreements or paying liquidated damages in lieu of performance there under.
Status of Contracts and Leases. 3.17-1 Each of the Contracts and Leases listed on Schedules 3.15 and 3.16 is valid, binding and enforceable by DMO in accordance with its terms and is in full force and effect, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization, or other laws of general application relating to or affecting creditors' rights generally and except as enforceability may be limited by rules of law governing specific performance, injunctive relief or other equitable remedies. There is no existing default or violation by DMO under any Contract or Lease and no event has occurred which (whether with or without notice, lapse of time or both) would constitute a default of DMO under any Contract or Lease. There is no pending or threatened proceeding which would interfere with the quiet enjoyment of any Real Property of which DMO is lessee or sublessee which is used in the Business.
Status of Contracts and Leases. 3.17-1 Each of the Contracts and Leases listed on Schedules 3.15 and 3.16 is valid, binding and enforceable by ADC in accordance with its terms and is in full force and effect, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization, or other laws of general application relating to or affecting creditors' rights generally and except as enforceability may be limited by rules of law governing specific performance, injunctive relief or other equitable remedies. There is no existing default or violation by ADC under any Contract or Lease and no event has occurred which (whether with or without notice, lapse of time or both) would constitute a default of ADC under any Contract or Lease. There is no pending or threatened proceeding which would interfere with the quiet enjoyment of any Real Property of which ADC is lessee or sublessee which is used in the Business.
Status of Contracts and Leases. Each of the WIP Contracts, the Other Work-in-Process Contracts, the Other Agreements, the Plate Roll Contract, the Corrosion Specialties Contract, and the other contracts and agreements listed on Schedule 4.13 (collectively, the "Xxxxx Agreements"), constitutes a legal, valid, binding and enforceable obligation of the parties thereto and is in full force and effect, and except for those Xxxxx Agreements which by their terms shall expire prior to the Closing Date or are, with the prior written consent of Xxxxxxxx, otherwise terminated prior to the Closing Date in accordance with the provisions thereof, the transactions contemplated in this Agreement shall not have a material adverse effect on the Xxxxx Agreements, and they shall continue in full force and effect thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder, and without the consent, approval or act of, or the making of any filing with, any other Person. Each Xxxxx Party has fulfilled and per-
Status of Contracts and Leases. 3.17-1 Each of the Contracts and Leases listed on Schedules 3.10, 3.15 and 3.16 is valid, binding and enforceable by PDS in accordance with its terms and is in full force and effect. There is no existing default or violation by PDS under any Contract or Lease and no event has occurred which (whether with or without notice, lapse of time or both) would constitute a default of PDS under any Contract or Lease. There is no pending or threatened proceeding which would interfere with the quiet enjoyment of any Real Property of which PDS is lessee or sublessee which is used by any of the Dental Practices.
Status of Contracts and Leases. 4.17-1 Each of the Contracts and Leases listed on Schedules 4.15 and 4.16 is valid, binding and enforceable by Blue Oak in accordance with its terms and is in full force and effect. There is no existing default or violation by Blue Oak under any Contract or Lease and no event has occurred which (whether with or without notice, lapse of time or both) would constitute a default of Blue Oak under any Contract or Lease. There is no pending or threatened proceeding which would interfere with the quiet enjoyment of any Real Property of which Blue Oak is lessee or sublessee.
Status of Contracts and Leases. (a) Each of the Contracts and Leases is valid, binding, and enforceable by GMHC or its subsidiaries in accordance with its terms and is in full force and effect, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the rights of creditors and except as enforceability may be limited by principles of equity governing specific performance, injunctive relief or other equitable remedies. There is no existing default or violation by GMHC or its subsidiaries under any Contract or Lease and no event has occurred which (whether with or without notice, lapse of time, or both) would constitute a default of GMHC or its subsidiaries under any Contract or Lease, except for such defaults as would not have a Material Adverse Effect.
Status of Contracts and Leases. 3.17-1 Each of the Contracts and Leases listed on Schedules 3.15 and 3.16 is valid, binding and enforceable by MDCO in accordance with its terms and is in full force and effect, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization, or other laws of general application relating to or affecting creditors' rights generally and except as enforceability may be limited by rules of law governing specific performance, injunctive relief or other equitable remedies. There is no existing default or violation by MDCO under any Contract or Lease and no event has occurred which (whether with or without notice, lapse of time or both) would constitute a default of MDCO under any Contract or Lease. There is no pending or threatened proceeding which would interfere with the quiet enjoyment of any Real Property of which MDCO is lessee or sublessee.
Status of Contracts and Leases. 4.19-1 Each of the Contracts and Leases listed on Schedules 4.17 and 4.18 is valid, binding and enforceable by Sellers in accordance with its terms and is in full force and effect. There is no existing default or violation by Sellers under any Contract or Lease and no event has occurred which (whether with or without notice, lapse of time or both) would constitute a default of Sellers under any Contract or Lease. There is no pending or threatened proceeding which would interfere with the quiet enjoyment of any Real Property of which Thomas or DPM is lessee or suxxxxxxe which is used in the Dental Practice.
Status of Contracts and Leases. Each of the WIP Contracts, the Other Agreements and the other contracts and agreements listed on Schedule 4.13 (collectively, the "Xxxxx Agreements"), constitutes a legal, valid, binding and enforceable obligation of the parties thereto and is in full force and effect, and except for those Xxxxx Agreements which by their terms shall expire prior to the Closing Date or are, with the prior written consent of Xxxxxxxx, otherwise terminated prior to the Closing Date in accordance with the provisions thereof, the transactions contemplated in this Agreement shall not have a material adverse effect on the Xxxxx Agreements, and they shall continue in full force and effect thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder, and without the consent, approval or act of, or the making of any filing with, any other party. Each Xxxxx Party has fulfilled and performed in all material respects its obligations under each of Xxxxx Agreements, and the Xxxxx
