Contracts. Except for matters which are not reasonably likely to have a Material Adverse Effect and those contracts that are substantially or fully performed or expired by their terms, the contracts listed as exhibits to or described in the SEC Reports that are material to the Company and all amendments thereto, are in full force and effect on the date hereof, and neither the Company nor, to the Company’s knowledge, any other party to such contracts is in breach of or default under any of such contracts.
Except as set forth in [Schedule 4.6(a)], none of the Seller Entities is a party to any:
Contracts. Participants' Accounts shall be debited for any insurance or annuity premiums paid, if any, and credited with any dividends or interest received on Contracts.
Contracts. For purposes of this Agreement “Contract” means contracts, agreements, arrangements or understandings, whether written or oral and whether express or implied to which Sangre is a party (each, a “Contract”). Each Contract listed on [Schedule 2.2(n)] hereto is legal, valid, binding, and enforceable and is in full force and effect. Neither Sangre nor any other party is in breach or violation of, or (with or without notice or lapse of time or both) default under, any Contract, nor has Sangre received any claim of any such breach, violation or default. The Contracts listed in [Schedule 2.2(n)] herein represent all Contracts which Sangre is bound by.
For purposes of this Agreement, “ Material Contract” shall mean:
Contracts. Annex K contains a list of each material Contract to which the Company is a party. The Company has no and is not bound by any oral Contracts. A true, correct and complete copy of each written material Contract has been made available to Buyer. With respect to the Company’s obligations thereunder and, with respect to the obligations of the other parties thereto, all of the Company’s material Contracts are valid, binding and enforceable against the Company (to the extent party thereto) and enforceable by the Company (to the extent party thereto) against the other parties thereto, in accordance with their respective terms. The Company (to the extent party thereto) has performed all obligations required to be performed by them under such material Contracts and the Company has not received any notice that it is in default under or in breach of any such material Contract. Prior to the date hereof, # no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company under any such material Contract; # to the Company’s knowledge, no other party to any such material Contract is in breach thereof or default thereunder and none of the Company or any Seller has received any notice of termination, cancellation, breach or default under any such material Contract; and # except for negotiations with customers in the ordinary course of business, there are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company under any of the material Contracts with any Person and no such Person has made written demand for such renegotiation.
Extension. Each undersigned lender other than the lender listed on [Schedule I] hereto (such lender, the “Non-Extending Lender” and each other lender party hereto, an “Extending Lender” and together, the “Extending Lenders”) hereby agrees to amend the Credit Agreement to extend, effective on the Amendment Effective Date, the Termination Date under the Credit Agreement in respect of such Extending Lender’s Commitment for one year to December 7, 2023 and by their acceptance hereof the Borrowers hereby confirm that the conditions set forth in [Section 2.19(b)(i) and (ii)])] of the Credit Agreement are satisfied as to such extension. For the avoidance of doubt, the Termination Date under the Credit Agreement with respect to the Non-Extending Lender’s Commitment shall be the “Termination Date” under the Credit Agreement as in effect immediately prior to the Amendment Effective Date and the Non-Extending Lender is party to this Amendment solely for purposes of consenting to the amendments set forth in Section 3 below and not for purposes of this Section 2.
Extension. BRPA shall take all actions necessary to obtain the approval of the BRPA Stockholders to extend the deadline for BRPA to consummate its initial Business Combination beyond December 23, 2020 to April 23, 2021 (such extension, the “Extension”, and such approval of the BRPA Stockholders of the Extension, the “Extension Approval”).
Extension. Subtenant shall have the option to extend (the Option) the Term for an additional period of one (1) year (the Extension Period) upon all terms and conditions of the Sublease, except that Subtenant shall have no further right to extend the Term, and the Base Rent shall be increased to the amounts provided for herein. The Option may be exercised only by Subtenant giving Sublandlord irrevocable and unconditional written notice thereof no later than nine (9) months before the commencement of the Extension Period; provided, however, only if Sublandlord intends to occupy the Sublet Portion upon expiration of the initial Term of this Sublease, then Sublandlord may nullify Subtenants exercise of the Option by written notice given to Subtenant within thirty (30) days of Subtenants exercise of the Option. Said exercise shall, at Sublandlords election, be null and void if Subtenant is in default under the Sublease at the date of said notice or at any time thereafter and prior to commencement of the Extension Period. If Subtenant shall fail to exercise the Option in accordance with the terms hereof, said Option shall terminate and be null and void. If Sublandlord shall fail to nullify said exercise within the period set forth above, Sublandlords nullification right shall terminate and be null and void. Subtenants exercise of the Option shall not operate to cure any default by Subtenant of any of the terms or provisions in this Sublease, nor to extinguish or impair any rights or remedies of Sublandlord arising by virtue of such default. If the Sublease or Subtenants right to possession of the Sublet Portion shall terminate in any manner whatsoever before Subtenant shall exercise the Option, or before the commencement of the Extension Period, or if Subtenant shall have assigned the Sublease or subleased all or any portion of the Sublet Portion before Subtenant shall have exercised the Option, then immediately upon such termination, sublease or assignment, the Option shall simultaneously terminate and become null and void. If the Term of the Sublease shall terminate for any reason prior to the expiration of the initial Term, then the Option shall become null and void, whether or not it has been previously exercised. Time is of the essence of this provision. The Extension Period shall be upon all the same terms and conditions of the Sublease except the Base Rent for the Extension Period shall increase by two and fifty hundredths percent (2.50%) over Base Rent payable in the last month of the initial Term.
Assigned Contracts. Except as specified on [Schedule 2.03(a)], the Assigned Contracts are freely assignable by Seller to Purchaser, have not been modified, pledged, assigned, or amended. Each Assigned Contract is valid and binding on Seller and the applicable third party in accordance with its terms and is in full force and effect. Neither Seller nor any other party thereto 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 Assigned Contract. No event or circumstance has occurred that, with or without notice or lapse of time or both, would constitute an event of default under any Assigned Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of benefit thereunder. Complete and correct copies of each Assigned Contract have been provided to Purchaser. There are no disputes pending or threatened under any Assigned Contract and all work performed thereunder by Seller has been performed in accordance with all applicable laws.
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