M&A Boot Camp booklet 2023 - Flipbook - Page 115
accurate and complete: (i) description of the material terms of each Material Contract that is not in written form; and (ii) list of each purchase
order pursuant to which the Company has ever sold or licensed any products to the extent that such purchase order was not issued
pursuant to a master purchase agreement with the Company. Each Contract identified in Part 2.11(a) of the Disclosure Schedule is valid and
in full force and effect, and is enforceable by the Company in accordance with its terms, subject to: (i) laws of general application relating to
bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable
remedies.
(c) No Breach. Except as set forth in Part 2.11(c) of the Disclosure Schedule: (i) the Company has not violated or breached in any
material respect, and the Company has not committed any material default under, any Company Contract, which remains uncured, and, to the
Knowledge of the Company, no other Person has violated or breached in any material respect, or committed any material default under, any
Company Contract which remains uncured; (ii) to the Knowledge of the Company, no event has occurred, and no circumstance or condition
exists, that (with or without notice or lapse of time) will, or could reasonably be expected to: (A) result in a material violation or material
breach of any of the provisions of any Company Contract; (B) give any Person the right to declare a default or exercise any remedy under
any Company Contract; (C) give any Person the right to accelerate the maturity or performance of any Company Contract; or (D) give any
Person the right to cancel, terminate or modify any Company Contract; (iii) since January 1, 2006, the Company has not received any written
notice (or, to the Knowledge of the Company, other communication) regarding any actual or possible material violation or material breach of,
or material default under, any Company Contract; and (iv) the Company has not waived any of its respective material rights under any
Company Contract.
(d) No Renegotiation. No Person has a contractual right pursuant to the terms of any Company Contract to renegotiate any material
amount paid or payable to the Company under any Material Contract or any other material term or provision of any Material Contract.
(e) Proposed Contracts. Part 2.11(e) of the Disclosure Schedule identifies and provides a brief description of each proposed Contract
as to which any offer, award, written proposal, term sheet or similar document, in each case that would contain binding obligations of the
Company if accepted by the recipient, has been submitted by the Company.
2.12 Compliance with Legal Requirements. The Company is, and has at all times been, in compliance in all material respects with each Legal
Requirement that is applicable to it or to the conduct of its business or the ownership of its assets. No event has occurred, and no condition or
circumstance exists, that will (with or without notice or lapse of time) constitute or result in a violation by the Company of, or a failure on the part
of the Company to comply with, any Legal Requirement. Except as set forth in Part 2.12 of the Disclosure Schedule, since January 1, 2006, the
Company has not received any written notice (or, to the Knowledge of the Company, other communication) from any Person regarding any actual
or possible violation of, or failure to comply with, any Legal Requirement.
2.13 Governmental Authorizations; No Subsidies.
(a) Governmental Authorizations. Part 2.13(a) of the Disclosure Schedule identifies each Governmental Authorization held by the
Company, and the Company has delivered to Parent accurate and complete copies of all Governmental Authorizations identified in Part 2.13
(a) of the Disclosure Schedule. The Governmental Authorizations identified in Part 2.13(a) of the Disclosure Schedule are valid and in full
force and effect, and collectively constitute all Governmental Authorizations necessary to enable the Company to conduct its business in the
manner in which its business is currently being conducted. The Company is, and has at all times been, in compliance with the
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