Validity and Performance of Material Contracts Sample Clauses

Validity and Performance of Material Contracts. The Company has made available true, correct and complete copies of each Material Contract to the Buyer. Each Material Contract is in full force and effect and is valid and enforceable against the Company or one of its Subsidiaries (as applicable) in accordance with its terms. The Company or one of its Subsidiaries (as applicable) is in compliance with all applicable terms and requirements of each Material Contract. To the Knowledge of the Company, each counter-party to each Material Contract is in compliance with all applicable terms and requirements of such Material Contract. Neither the Company nor any of its Subsidiaries has given to or, except as specifically described on Schedule 5.22(a), received from any other Person any written notice regarding any breach of, or default under, any Material Contract and no event has occurred or circumstance exists, which, with the delivery of notice, the passage of time or both, would reasonably be expected to constitute such a breach or default. There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable to or by the Company or any of its Subsidiaries under any Material Contract and no party thereto has made written demand for such renegotiation.
Sample 1
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Validity and Performance of Material Contracts. Each Material Contract is in full force and effect and is valid and enforceable against the applicable Target Company in accordance with its terms. The applicable Target Company is in compliance with all applicable terms and requirements of each Material Contract to which it is a party or by which it is bound. To the Knowledge of the Company, each counter-party to each Material Contract is in compliance with all applicable terms and requirements of such Material Contract. No Target Company has given to nor received from any other Person any written notice regarding any breach of, or default under, any Material Contract. There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable to or by any Target Company under any Material Contract and no party thereto has made written demand for such renegotiation.
Sample 1
Validity and Performance of Material Contracts. Other than as set forth on Schedule 5.22(b): (i) the Company has made available true, correct and complete copies of each Material Contract to the Buyer; (ii) each Material Contract is in full force and effect and is valid and enforceable against the Company in accordance with its terms; (iii) the Company is in compliance with all applicable terms and requirements of each Material Contract; (iv) to the Knowledge of the Company, each counter-party to each Material Contract is in compliance with all applicable terms and requirements of such Material Contract; (v) the Company has not given to or received from any other Person any written notice regarding any breach of, or default under, any Material Contract and no event has occurred or circumstance exists, which, with the delivery of notice, the passage of time or both, would reasonably be expected to constitute such a breach or default; and (vi) there are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable to or by the Company under any Material Contract and no party thereto has made written demand for such renegotiation.
Sample 1
Validity and Performance of Material Contracts. Each Material Contract is in full force and effect, legally valid and binding on the parties thereto, and enforceable against Seller and the other party or parties thereto, in accordance with its terms. Neither Seller nor, to Seller’s Knowledge, any other party to any Material Contract is in breach of or default under (or is alleged to be in breach of or default under), or has provided or received any notice of any intention to terminate, any Material Contract. Except as set forth on Schedule 5.4(d) and Schedule 5.19(b), no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Material Contract or result in the termination thereof or would cause or permit the acceleration of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Purchaser. There are no material disputes pending or threatened under any Contract included in the Acquired Assets.
Sample 1
Validity and Performance of Material Contracts. Prior to the date hereof, the Company has made available to the Buyer a true and complete (i) copy of each written Material Contract (other than the Side Letter Agreement (as defined in Section 5.20(a)(i) of the Disclosure Letter)) and (ii) summary of all of the material terms and conditions of each oral Material Contract. Each Material Contract is in full force and effect and is valid and enforceable against the Company and, to the Knowledge of the Company, against the other parties thereto, in accordance with its terms. The Company is in material compliance with all applicable terms and requirements of each Material Contract. To the Knowledge of the Company, each counter-party to each Material Contract is in material compliance with all applicable terms and requirements of such Material Contract. No event has occurred that, with notice or lapse of time or both, would constitute a breach or violation or default by the Company under any Material Contract or, to the Knowledge of the Company, the other parties thereto.
Sample 1

Related to Validity and Performance of Material Contracts

  • Payment and Performance of Obligations Pay and perform all material Obligations under this Agreement and the other Loan Documents, and pay or perform (a) all taxes, assessments and other governmental charges that may be levied or assessed upon it or any of its property, and (b) all other indebtedness, obligations and liabilities in accordance with customary trade practices; except to the extent that IPT or the Borrower is contesting any item described in clauses (a) or (b) of this Section 7.5 in good faith and is maintaining adequate reserves with respect thereto in accordance with GAAP.

  • Execution and Performance of Agreement The performance of this Agreement by Purchaser will not result in a default of any other agreement to which Purchaser is a party. Purchaser has the authority to enter into this Agreement.

  • Due Execution, Delivery and Performance of the Agreements The Purchaser has full legal right, power and authority to enter into this Agreement and to perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Purchaser. The execution, delivery and performance of this Agreement by the Purchaser and the consummation of the transactions herein contemplated will not violate any provision of the organizational documents of the Purchaser and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets or property of the Purchaser pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser is a party or by which the Purchaser or any of its assets or properties may be bound or affected or any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser or any of its properties. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution, delivery and performance of this Agreement or the consummation by the Purchaser of the transactions contemplated hereby. Assuming the valid execution hereof by the Company, this Agreement will constitute the legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 7.3 hereof may be legally unenforceable.

  • PAYMENT AND PERFORMANCE OF LIABILITIES The Borrowers shall pay each payment Liability when due (or when demanded, if payable on demand) and shall promptly, punctually, and faithfully perform each other Liability.

  • Payment and Performance The Borrower will pay all amounts due under the Loan Documents in accordance with the terms thereof and will observe, perform and comply with every covenant, term and condition expressed or implied in the Loan Documents. The Borrower will cause each other Loan Party to observe, perform and comply with every such term, covenant and condition in any Loan Document.

  • Due Execution, Delivery and Performance (a) This Agreement has been duly executed and delivered by the Purchaser and constitutes a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms.

  • Execution, Delivery and Performance The execution, delivery and performance of this Agreement and the documents or instruments required under this Agreement will not violate any provision of any existing law or regulation binding on the Manager, or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on the Manager, or the governing instruments of, or any securities issued by, the Manager or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Manager is a party or by which the Manager or any of its assets may be bound, the violation of which would have a material adverse effect on the business operations, assets or financial condition of the Manager and its subsidiaries, taken as a whole, and will not result in, or require, the creation or imposition of any lien on any of its property, assets or revenues pursuant to the provisions of any such mortgage indenture, lease, contract or other agreement, instrument or undertaking.

  • Capacity and Performance (a) During the term hereof, the Executive shall serve the Company as its Vice President and Chief Operating Officer. In addition, and without further compensation, the Executive shall serve as a director of the Company, if so elected by the stockholders of the Company, and shall serve as a director of one or more of the Company’s Affiliates if so elected from time to time.

  • Guaranty of Payment and Performance Guarantor’s obligations under this Guaranty constitute an unconditional guaranty of payment and performance and not merely a guaranty of collection.

  • Accuracy of Representations and Performance of Covenants The representations and warranties made by the Company in this Agreement were true when made and shall be true as of the Closing Date (except for changes therein permitted by this Agreement) with the same force and effect as if such representations and warranties were made at and as of the Closing Date. Additionally, the Company shall have performed and complied with all covenants and conditions required by this Agreement to be performed or complied with by the Company.

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