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:
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. The following representations apply solely to Material Contracts that are not Government Contracts. Section 2.21 provides representations regarding Government Contracts:
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. (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;
Validity of Material Contracts. The Sellers have made available to the Buyers a correct and complete copy of each Material Contract (or a description if unwritten), as amended to date. Each Material Contract is legally binding, in full force and effect, and enforceable by the Acquired Subsidiaries in accordance with its terms, except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors rights generally and to general principles of equity. Except as set forth on Section 4.3(b) of the Disclosure Schedule, the applicable Acquired Subsidiary and, to the Knowledge of the Sellers, each other party thereto, is not in material breach or default under, or repudiated any provision of, any Material Contract, and to the Knowledge of the Sellers, no event has occurred or condition or set of circumstances exists which, with or without notice or lapse of time or both, would constitute a material breach or default under any Material Contract by any party thereto. Except as set forth on Section 4.3(b) of the Disclosure Schedule, no Acquired Subsidiary has given nor has any Acquired Subsidiary received from any other Person, any notice or other communication regarding the existence of any breach of, or default under, any Material Contract.
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.
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.
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. 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.
