definiens: ( as such term is defined in Item 601(b)(10 ) of Regulation S - K of the SEC ) ( a ) . Except as has not had and could not reasonably be expected to have, individually or in theaggregate, a Material Adverse Effect, ( a ) each Material Contract is valid and binding on the Company and, to theCompany ’s knowledge, each other party thereto, and in full force and effect, ( b ) each Material Contract isenforceable against the Company and, to the Company ’s knowledge, the other parties thereto in accordance withthe terms thereof, except as such enforceability may be limited by the Equitable Exceptions, ( c ) none of theCompany, any of its Subsidiaries or, to the Company ’s knowledge, any other party is in material breach or materialviolation of, or material default under, any Material Contract and no event has occurred which, with notice or thelapse of time or both, would constitute such a material breach, material violation or material default and ( d ) neitherthe Company nor any of its Subsidiaries has received written notice of a claim that it is in material breach or materialviolation of, or material default under, any Material Contract ( whether or not such material default or materialviolation has been waived ) . No party to any Material Contract ( a ) has cancelled or otherwise terminated suchMaterial Contract prior to the expiration of the contract term or ( b ) to the knowledge of the Company, has threatenedto terminate the applicable Material Contract