Assigned Contracts. 4.15.1 Exhibit B identifies and provides an accurate and complete description of each Assigned Contract. The Seller has delivered to the Buyer accurate and complete copies of all Contracts identified in Exhibit B, including all amendments thereto. Each Contract is valid and in full force and effect. 4.15.2 Except as set forth in Section 4.15 of the Seller’s Disclosure Schedule: (i) no party has violated or breached, or declared or committed any default under, any Assigned Contract; (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach of any of the provisions of any Assigned Contract, (B) give any party the right to declare a default or exercise any remedy under any Assigned Contract, (C) give any party the right to accelerate the maturity or performance of any Assigned Contract, or (D) give any party the right to cancel, terminate or modify any Assigned Contract; (iii) the Seller has not received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Business Contract; and (iv) the Seller has not waived any right under any Business Contract. 4.15.3 Except as set forth in Section 4.15 of the Seller’s Disclosure Schedule, the Seller has never guaranteed or otherwise agreed to cause, insure or become liable for, and the Seller has never pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other party. 4.15.4 No party is renegotiating, or has the right to renegotiate, any amount paid or payable to the Seller under any Assigned Contract or any other term or provision of any Assigned Contract. 4.15.5 The Seller has no knowledge of any basis upon which any party to any Assigned Contract may object to (i) the assignment to the Buyer of any right under such Assigned Contract, or (ii) the delegation to or performance by the Buyer of any obligation under such Assigned Contract.
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Assigned Contracts. 4.15.1 (a) Exhibit B A identifies and provides an accurate and complete description of each Assigned Contract. The Seller has delivered to the Buyer Purchaser accurate and complete copies of all Contracts identified in Exhibit BA, including all amendments thereto. Each Contract is valid and in full force and effect.
4.15.2 (b) Except as set forth in Section 4.15 Schedule 3.13 of the Seller’s Disclosure Schedule: (i) no party has violated or breached, or declared or committed any default under, any material provision of an Assigned Contract; (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach of any of the material provisions of any Assigned Contract, (B) give any party the right to declare a default or exercise any remedy under any Assigned Contract, (C) give any party the right to accelerate the maturity or performance of any Assigned Contract, or (D) give any party the right to cancel, terminate or modify any Assigned Contract; (iii) the Seller has not received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or material breach of, or default under, any Business Assigned Contract; and (iv) the Seller has not waived any material right under any Business Assigned Contract.
4.15.3 (c) Except as set forth in Section 4.15 Schedule 3.13 of the Seller’s Disclosure Schedule, the Seller has never not guaranteed or otherwise agreed to cause, insure or become liable for, and the Seller has never pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other party.
4.15.4 (d) No party is renegotiating, or has the right to renegotiate, any amount paid or payable to the Seller under any Assigned Contract or any other material term or provision of any Assigned Contract.
4.15.5 (e) The Seller has no knowledge of any basis upon which any party to any Assigned Contract may object to (i) the assignment to the Buyer Purchaser of any right under such Assigned Contract, or (ii) the delegation to or performance by the Buyer Purchaser of any obligation under such Assigned Contract.
Appears in 1 contract
Sources: Asset Purchase Agreement (Ember Therapeutics, Inc. - Ny)
Assigned Contracts. 4.15.1 Exhibit B identifies and provides an accurate and complete description of each Assigned Contract. The Seller has delivered to the Buyer accurate and complete copies of all Contracts identified in Exhibit B, including all amendments thereto. Each Contract is valid and in full force and effect.
4.15.2 Except as set forth in Section 4.15 2.6 to the Seller's Disclosure Schedule:
(a) each Required Contract and Consent Contract that is assigned to the Buyer (such Required Contracts and Consent Contracts being collectively referred to herein of the Seller’s Disclosure Schedule: (i's as the "Assigned Contracts") no party has violated or breached, or declared or committed any default under, any Assigned Contract; (ii) no event has occurred, is a valid and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach of any binding agreement of the provisions Seller and, to the best knowledge, of any Assigned Contract, each of the other parties thereto;
(B) give any party the right to declare a default or exercise any remedy under any Assigned Contract, (C) give any party the right to accelerate the maturity or performance of any Assigned Contract, or (D) give any party the right to cancel, terminate or modify any Assigned Contract; (iiib) the Seller has not received failed to fulfill any notice of its material obligations required to be performed pursuant to the Assigned Contracts to the extent that any such failure, alone or together with any other communication such failure, may have a material adverse effect on the Operations or the Buyer's ability to perform its obligations under the Services Agreement;
(in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Business Contract; and (ivc) the Seller has is not waived any right under any Business Contract.
4.15.3 Except as set forth in Section 4.15 breach of the Seller’s Disclosure Schedule, the Seller has never guaranteed or otherwise agreed to cause, insure or become liable for, and the Seller has never pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other party.
4.15.4 No party is renegotiating, or has the right to renegotiate, any amount paid or payable to the Seller default under any Assigned Contract in any material respect, and no event has occurred which with the passage of time or giving of notice or both would constitute, in any material respect, a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto;
(d) to the best of the Seller's knowledge, there is no existing material breach or default by any other term or provision of any Assigned Contract.
4.15.5 The Seller has no knowledge of any basis upon which any party to any Assigned Contract may object to Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a material default by such other party, result in a material loss of rights or result in the creation of any material lien, charge or encumbrance thereunder or pursuant thereto; and
(ie) the assignment continuation, validity and effectiveness of each Assigned Contract will not be affected by the transfer from the Seller to the Buyer of any right under such Assigned Contract, or (ii) this Agreement. The representations contained in this Section 2.6 regarding the delegation Consent Contracts that are assigned to or performance the Buyer are not made by the Buyer Seller at the time of any obligation under such Assigned Contractexecution and delivery of this Agreement but will be made as of the Closing Date.
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Assigned Contracts. 4.15.1 Exhibit B identifies and provides an accurate and complete description of (i) Except as set forth on Schedule 4(d)(i) with respect to contracts that have terminated, each Assigned Contract. The Seller has delivered to the Buyer accurate and complete copies of all Contracts identified in Exhibit B, including all amendments thereto. Each Contract is valid valid, in full force and effect, and is enforceable by the Sellers entering into such Assigned Contract in accordance with its terms and upon the consummation of the transactions contemplated hereby, will continue to be legal, valid, binding, enforceable and in full force and effecteffect on its terms.
4.15.2 Except as set forth in Section 4.15 (ii) (A) The Sellers have not and, to the knowledge of the Seller’s Disclosure Schedule: (i) Sellers, no party has violated or other Person has, violated, breached, or declared or committed any default under, under any Assigned Contract; (iiB) the Sellers have not created any circumstance or condition, and, to the Knowledge of the Sellers, no event has occurred, and no circumstance or condition exists, that might would (with or without notice or lapse of time) (Aw) result in a violation or breach of any of the provisions of any Assigned Contract, (Bx) give any party Person the right to declare a default or exercise any remedy under any Assigned Contract, (Cy) give any party Person the right to accelerate the maturity or performance of any Assigned Contract, or (Dz) give any party Person the right to cancel, terminate or modify the terms of any Assigned Contract; (iiiC) except as set forth on Schedule 4(d)(ii), the Seller has Sellers have not received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Business Assigned Contract; and (ivD) except as set forth on Schedule 4(d)(ii), the Seller has Sellers have not waived any right under any Business Contract.
4.15.3 Except as set forth in Section 4.15 of the Seller’s Disclosure Schedule, the Seller has never guaranteed or otherwise agreed to cause, insure or become liable for, and the Seller has never pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other party.
4.15.4 No party is renegotiating, or has the right to renegotiate, any amount paid or payable to the Seller rights under any Assigned Contract Contract. Except for the Assigned Contracts, there is no agreement, written or oral, between the Sellers and any other term or provision of any Assigned Contract.
4.15.5 The Seller has no knowledge of any basis upon which any party to any Assigned Contract may object to (i) the assignment with respect to the Buyer Acquired Titles. Except for the sublicenses identified on Schedule A-4, the Sellers have not assigned and, to the Sellers' Knowledge, their respective assignees (including Affiliates of the Sellers) have not assigned, any right of their rights (including by way of sublicense) or granted any rights under such the Assigned Contract, or (ii) the delegation to or performance by the Buyer of any obligation under such Assigned ContractContracts.
Appears in 1 contract
Sources: Asset Purchase Agreement (Take Two Interactive Software Inc)
Assigned Contracts. 4.15.1 4.16.1 Exhibit B identifies and provides an accurate and complete description of each Assigned Contract. The Seller has delivered to the Buyer accurate and complete copies of all Contracts identified in Exhibit B, including all amendments thereto. Each Contract is valid and in full force and effect.
4.15.2 4.16.2 Except as set forth in Section 4.15 4.16 of the Seller’s Disclosure Schedule: (i) no party has violated or breached, or declared or committed any default under, any Assigned Contract; (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach of any of the provisions of any Assigned Contract, (B) give any party the right to declare a default or exercise any remedy under any Assigned Contract, (C) give any party the right to accelerate the maturity or performance of any Assigned Contract, or (D) give any party the right to cancel, terminate or modify any Assigned Contract; (iii) the Seller has not received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Business Contract; and (iv) the Seller has not waived any right under any Business Contract.
4.15.3 4.16.3 Except as set forth in Section 4.15 4.16 of the Seller’s Disclosure Schedule, the Seller has never guaranteed or otherwise agreed to cause, insure or become liable for, and the Seller has never pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other party.
4.15.4 4.16.4 No party is renegotiating, or has the right to renegotiate, renegotiating any amount paid or payable to the Seller under any Assigned Contract or any other term or provision of any Assigned Contract; provided, however, Buyer understands the rights of the parties under Assigned Contracts are subject to the provisions of such contracts.
4.15.5 4.16.5 The Seller has no knowledge of any basis upon which any party to any Assigned Contract may object to (i) the assignment to the Buyer of any right under such Assigned Contract, or (ii) the delegation to or performance by the Buyer of any obligation under such Assigned Contract, except as specified with the terms of any such contract.
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Assigned Contracts. 4.15.1 Exhibit B identifies (a) A true and provides correct copy (and, if oral, an accurate written description) of each Assigned Contract, including any modifications, amendments, renewals or extensions thereof (other than purchase orders) that (v) is a Contract with any of the customers of the Business listed on SCHEDULE 5.8(f), (w) has a duration of twelve (12) months or more, (x) requires or could require any party thereto to pay $100,000 or more, (y) is between Seller or any Subsidiary thereof, on the one hand, and any Related Person, on the other hand, or (z) is material to the Business has been provided to Purchaser. The Assigned Contracts represent all of the Contracts that are used primarily in the Business.
(b) SCHEDULE 5.8(b) contains a true and correct list of all commitments for capital expenditures that have been approved or made by Seller or any Subsidiary thereof with respect to the Business prior to the date of this Agreement in excess of $100,000 and that remain outstanding as of the date hereof.
(c) Except as set forth on SCHEDULE 5.8(c), each of the Assigned Contracts is in full force and effect and there exists no Default under any of the Assigned Contracts by Seller or any Subsidiary thereof or, to the Knowledge of Seller, any other party to the Assigned Contracts or any event which, will or is reasonably likely to create a Default thereunder by Seller or any Subsidiary thereof or, to the Knowledge of Seller, any other party to the Assigned Contracts. Except as set forth on SCHEDULE 5.2, each Assigned Contract is fully assignable without the Consent of any Third Party.
(d) Except as indicated on SCHEDULES 5.8(d) OR 5.13, there exists no actual or, to the Knowledge of Seller, any threatened dispute under, termination, cancellation, or limitation of, or any amendment, modification, or change to any Assigned Contract, including (i) the business relationship with any customer, distributor, or related group of customers or distributors listed on SCHEDULE 5.8(f) or such other customer, distributor or related group of customers or distributors whose purchases individually or in the aggregate are Material to the operations and financial condition of the Business, (ii) the requirements of any customer or related group of customers listed on SCHEDULE 5.8(f) or such other customer or related group of customers of the Business whose purchases individually or in the aggregate are material to the operations and financial condition of the Business, or (iii) the business relationship with any supplier set forth on SCHEDULE 5.24 or any other material supplier to the Business.
(e) Neither Seller nor any Subsidiary thereof has granted any power of attorney affecting or with respect to the Business or the Acquired Assets that remains outstanding.
(f) SCHEDULE 5.8(f) sets forth for the year ended December 31, 2002 and for the three (3) month period ended March 31, 2003 (a) the names and addresses of the twenty (20) largest customers of the Business, as ranked by revenues from such customers and (b) the amount invoiced with respect to each of such customers during each such period, and except as disclosed on SCHEDULE 5.8(f), Seller has no Knowledge that any such customer has ceased, or will cease, to purchase merchandise or services from Seller or its Subsidiaries, or has substantially reduced or will substantially reduce the use of such merchandise or services following the Closing Date.
(g) SCHEDULE 5.8(g) contains an accurate and complete description of each Assigned Contract. The Seller has delivered to the Buyer accurate and complete copies list of all Contracts identified Contracts, transfers of assets or liabilities or other commitments or transactions, whether or not entered into in Exhibit Bthe Ordinary Course of Business, including all amendments theretoto or by which Seller or any Subsidiary thereof, on the one hand, and any Affiliate thereof, on the other hand, are or have been a party or otherwise bound or affected, and that are currently pending or in effect and relate to or affect the Business. Each Contract is valid and in full force and effect.
4.15.2 Except as disclosed in SCHEDULE 5.8(g), each Contract, transfer of assets or liabilities or other commitment or transaction set forth or required to be set forth in Section 4.15 SCHEDULE 5.8(g) was on terms and conditions as favorable to Seller or its Subsidiary as would have been obtainable by it at the time in a comparable arm's-length transaction with a Third Party other than an Affiliate. Except as disclosed in SCHEDULE 5.8(g), no Related Person of the Seller’s Disclosure Schedule: Seller or any Subsidiary thereof owns, directly or indirectly, on an individual or joint basis, any interest in any Acquired Assets. Except as disclosed in SCHEDULE 5.8(g), neither Seller nor any Related Person owns, or has owned, of record or as a beneficial owner, an equity interest or any other financial or profit interest in any Person that has (i) no party had business dealings or a material financial interest in any transaction with Seller other than business dealings or transactions disclosed in SCHEDULE 5.8(g), each of which has violated or breached, or declared or committed any default under, any Assigned Contract; (ii) no event has occurred, been conducted in the Ordinary Course of Business at substantially prevailing market prices and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach of any of the provisions of any Assigned Contract, (B) give any party the right to declare a default or exercise any remedy under any Assigned Contract, (C) give any party the right to accelerate the maturity or performance of any Assigned Contract, or (D) give any party the right to cancel, terminate or modify any Assigned Contract; (iii) the Seller has not received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Business Contract; and (iv) the Seller has not waived any right under any Business Contract.
4.15.3 Except as set forth in Section 4.15 of the Seller’s Disclosure Schedule, the Seller has never guaranteed or otherwise agreed to cause, insure or become liable for, and the Seller has never pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other party.
4.15.4 No party is renegotiating, or has the right to renegotiate, any amount paid or payable to the Seller under any Assigned Contract or any other term or provision of any Assigned Contract.
4.15.5 The Seller has no knowledge of any basis upon which any party to any Assigned Contract may object to (i) the assignment to the Buyer of any right under such Assigned Contract, on substantially prevailing market terms or (ii) engaged in a Competing Business in any market presently served by Seller or any Subsidiary thereof with respect to the delegation to or performance by Business, except for ownership of less than one percent (1%) of the Buyer outstanding capital stock of any obligation under such Assigned ContractCompeting Business that is publicly traded on any recognized exchange or in the over-the-counter market.
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Assigned Contracts. 4.15.1 Exhibit B identifies (a) Schedule 5.6(a) contains a true and provides an accurate and complete description correct list of each of the Assigned ContractContracts. The Seller has delivered to the Buyer accurate and complete copies of all Contracts identified in Exhibit B, including all amendments thereto. Each Contract is valid and in full force and effect.
4.15.2 Except as set forth in Section 4.15 Schedule 5.6(a), Seller has made available true, complete and correct copies (except as redacted as to pricing terms) of each of the written Assigned Contracts to Buyer and made available true, complete and correct (except as redacted as to pricing terms) summaries of the material terms of each of the oral Assigned Chain Contracts to Buyer. Each of the Assigned Contracts that Seller has directly entered into was entered into by Seller in the ordinary course of business consistent with past practice for like customers. Each of the Assigned Contracts is in full force and effect as of the date hereof and there exists no material breach or violation of or material default under any of the Assigned Contracts by Seller or, to the Knowledge of Seller’s Disclosure Schedule: (i) no , any other party has violated or breachedto the Assigned Contracts, or declared or committed any default underevent which, any Assigned Contract; (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or the lapse of time) (A) result in a violation or breach of any of the provisions of any Assigned Contract, (B) give any party the right to declare a default or exercise any remedy under any Assigned Contract, (C) give any party the right to accelerate the maturity or performance of any Assigned Contract, or (D) give any party both, will create a material breach or violation thereof or material default thereunder by Seller or, to the right to cancel, terminate or modify any Assigned Contract; (iii) the Seller has not received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or default underKnowledge of Seller, any Business Contract; and (iv) the Seller has not waived any right under any Business Contractother party to such Assigned Contracts.
4.15.3 (b) Except as set forth in Section 4.15 Schedule 5.6(b), there exists no actual or, to the Knowledge of Seller, any threatened, termination, cancellation or material amendment or modification to any Assigned Chain Contract.
(c) Except as set forth in Schedule 5.6(c), since January 1, 2002, no other party to any of the Assigned Chain Contracts has terminated their contract, or reduced or, to the Knowledge of Seller’s Disclosure Schedule, threatened to reduce the volume of transactions processed under any of the Assigned Chain Contracts.
(d) Except as set forth in Schedule 5.6(d), neither the execution and delivery of this Agreement or any of the Seller has never guaranteed or otherwise agreed to causeAncillary Agreements by Seller, insure or become liable fornor the consummation of the transactions contemplated hereunder and thereunder by Seller (excluding, and for the Seller has never pledged any avoidance of its assets to securedoubt, the performance by Seller under the Transition Services Agreement), will result in a breach of the terms, conditions or payment provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation, or a loss of rights under, or result in the creation or imposition of any obligation or other Liability of any other party.
4.15.4 No party is renegotiating, or has the right to renegotiateEncumbrance upon, any amount paid or payable to of the Seller under any Assigned Contract or any other term or provision of any Assigned ContractContracts.
4.15.5 The Seller has no knowledge of any basis upon which any party to any Assigned Contract may object to (i) the assignment to the Buyer of any right under such Assigned Contract, or (ii) the delegation to or performance by the Buyer of any obligation under such Assigned Contract.
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Assigned Contracts. 4.15.1 Exhibit B identifies and provides an accurate and complete description of With respect to each Assigned Contract. The Seller has delivered to the Buyer accurate and complete copies of all Contracts identified in Exhibit B, including all amendments thereto. Each ,
(a) such Assigned Contract is constitutes a valid and binding obligation of Assignor and the other parties thereto, enforceable in full force each case in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and effect.similar laws of general application relating to or affecting creditors’ rights and to general equity principles;
4.15.2 Except as set forth in Section 4.15 of the Seller’s Disclosure Schedule: (i) no party has violated or breached, or declared or committed any default under, any Assigned Contract; (iib) no event has occurred, and no circumstance or condition exists, occurred that might (whether with or without notice or notice, lapse of timetime or both) (Ai) result in would constitute a violation default under such Assigned Contract by Assignor or breach of any of the provisions other party thereto, (ii) would entitle Assignor or any other party thereto to terminate such Assigned Contract;
(c) Assignor has not received written notice of any alleged default under such Assigned Contract by Assignor;
(d) Assignor has provided to Assignee a true and correct copy of such Assigned Contract, including all amendments, supplements and modifications;
(Be) give neither Assignor nor any other party the thereto has waived any of its rights under such Assigned Contract, either orally or in writing;
(f) No Person has any right of first refusal, Liens or other interest in, to declare a default or exercise any remedy under any Assigned Contract, nor does any Person (Cother than Assignor) give have any party the right to accelerate the maturity claim of ownership or performance title of any nature in the Assigned Contract, or Contracts;
(Dg) give any party the right The Assigned Contracts transferred by Assignor pursuant to cancel, terminate or modify any Assigned Contract; (iii) the Seller has not received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Business Contract; and (iv) the Seller has not waived any right under any Business Contract.
4.15.3 Except as set forth in Section 4.15 this Agreement constitute all of the Seller’s Disclosure Schedulerights, title and interest that Assignor has in connection (directly or indirectly) with the Seller Project; and
(h) without limiting the foregoing, Assignor has never guaranteed or otherwise agreed made all payments required to cause, insure or become liable for, and the Seller has never pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other party.
4.15.4 No party is renegotiating, or has the right to renegotiate, any amount paid or payable to the Seller under any Assigned Contract or any other term or provision of any Assigned Contract.
4.15.5 The Seller has no knowledge of any basis upon which any party to any Assigned Contract may object to (i) the assignment to the Buyer of any right be made by it under such Assigned Contract, no payments that are due and payable are being withheld by any other party thereto, and no unresolved dispute or (ii) claim is pending between Assignor and any other party thereto with respect to the delegation to or performance by Assignor or any other party of its obligations under such Assigned Contract or the Buyer interpretation of any obligation under such Assigned Contract.
Appears in 1 contract
Sources: Project Assignment Agreement (Global Energy Holdings Group, Inc.)
Assigned Contracts. 4.15.1 4.14.1 Exhibit B A identifies and provides an accurate and complete ---------- description of each Assigned Contract. The Seller has delivered to the Buyer accurate and complete copies of all Contracts identified in Exhibit BA, including ---------- all amendments thereto. Each Contract is valid and in full force and effect.
4.15.2 4.14.2 Except as set forth in Section 4.15 4.14 of the Seller’s 's Disclosure Schedule: (i) no party has violated or breached, or declared or committed any default under, any Assigned Contract; (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach of any of the provisions of any Assigned Contract, (B) give any party the right to declare a default or exercise any remedy under any Assigned Contract, (C) give any party the right to accelerate the maturity or performance of any Assigned Contract, or (D) give any party the right to cancel, terminate or modify any Assigned Contract; (iii) the Seller has not received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Business Contract; and (iv) the Seller has not waived any right under any Business Contract.
4.15.3 4.14.3 Set forth on Section 4.14 of the Seller Disclosure Letter is a true, correct and complete list of all pre-paid accounts underlying the Assigned Contracts;
4.14.4 Except as set forth in Section 4.15 4.14 of the Seller’s 's Disclosure Schedule, the Seller has never guaranteed or otherwise agreed to cause, insure or become liable for, and the Seller has never pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other party.
4.15.4 4.14.5 No party is renegotiating, or has the right to renegotiate, any amount paid or payable to the Seller under any Assigned Contract or any other term or provision of any Assigned Contract.
4.15.5 4.14.6 The Seller has no knowledge of any basis upon which any party to any Assigned Contract may object to (i) the assignment to the Buyer of any right under such Assigned Contract, or (ii) the delegation to or performance by the Buyer of any obligation under such Assigned Contract.
Appears in 1 contract
Assigned Contracts. 4.15.1 Exhibit B identifies (a) No Seller Entity and provides an accurate and complete description none of each Assigned Contract. The Seller has delivered to its respective Affiliates is in breach or default under the Buyer accurate and complete copies terms of all Contracts identified in Exhibit B, including all amendments thereto. Each Contract is valid and in full force and effect.
4.15.2 Except as set forth in Section 4.15 of the Seller’s Disclosure Schedule: (i) no party has violated or breached, or declared or committed any default under, any Assigned Contract; (ii) Contract and there exists no event has occurredevent, and no circumstance condition or condition exists, occurrence that might (with or without due notice or lapse of time, or both) (A) result in would constitute such a violation breach or breach default, nor has such Seller Entity received any notice of any of the provisions of any Assigned Contract, (B) give any party the right to declare a breach or default or exercise any remedy alleged breach or default under any Assigned Contract, (C) give any party . To the right to accelerate the maturity or performance knowledge of any Assigned Contract, or (D) give any party the right to cancel, terminate or modify any Assigned Contract; (iii) the Seller has not received any notice or Entities, no other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Business Contract; and (iv) the Seller has not waived any right under any Business Contract.
4.15.3 Except as set forth in Section 4.15 of the Seller’s Disclosure Schedule, the Seller has never guaranteed or otherwise agreed to cause, insure or become liable for, and the Seller has never pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other party.
4.15.4 No party is renegotiating, or has the right to renegotiate, any amount paid or payable to the Seller under any Assigned Contract or any other term or provision of any Assigned Contract.
4.15.5 The Seller has no knowledge of any basis upon which any party to any Assigned Contract may object to (i) is in breach or default under the assignment terms thereof, and, to the Buyer knowledge of Seller Entities, there exists no event, condition or occurrence that (with or without due notice or lapse of time, or both) would constitute such a breach or default by any such party, nor has any Seller Entity received any notice of any right under breach or default by any such party.
(b) The Assigned ContractContracts are in full force and effect and are valid and binding obligations of each Seller Entity or an Affiliate thereof and, to the knowledge of the Seller Entities, the other parties thereto. No Seller Entity has received any notice from any other party to an Assigned Contract of the termination or threatened termination thereof, or of any claim, dispute or controversy with respect thereto, nor is there any basis therefor.
(iic) No consent of, or notice to, any third party is required under any Assigned Contract as a result of or in connection with, and neither the delegation to enforceability nor any of the terms or provisions of any Assigned Contract will be affected in any manner by, the execution, delivery and performance of this Agreement or any Related Agreement, or the transactions contemplated hereby or thereby.
(d) The Assigned Contracts together with all Contracts and assets of the Merger Entities constitute all of the Contracts and assets necessary for the use of the Acquired Assets and operation of the Business in substantially the same manner as conducted by the Buyer of any obligation under such Assigned ContractSeller Entities prior to the Closing.
Appears in 1 contract
Sources: Asset Purchase Agreement (ONE Group Hospitality, Inc.)
Assigned Contracts. 4.15.1 Exhibit B identifies Complete and provides an accurate and complete description of each Assigned Contract. The Seller has delivered to the Buyer accurate and complete copies of all Assigned Contracts identified in Exhibit B, including all amendments thereto. have been provided to Buyer.
4.11.1 Each Assigned Contract is legal, valid and in full force and effect, enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally and by the availability of equitable remedies. To Seller's Knowledge, no other party to any Assigned Contract has taken the position that any provision of such contract is unenforceable.
4.15.2 Except as set forth in Section 4.15 of the Seller’s Disclosure Schedule: (i) no party has violated or breached, or declared or committed any default under, 4.11.2 Seller not breached any Assigned Contract; (ii) , and, to Seller's Knowledge, no other Person has breached any Assigned Contract.
4.11.3 To Seller's Knowledge, no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) will, or could reasonably be expected to, (A) result in a violation or breach of any of the provisions of any Assigned Contract, (B) give any party Person the right to declare a default or exercise any remedy under any Assigned Contract, (C) give any party Person the right to accelerate the maturity or performance of any Assigned Contract, or (D) give any party Person the right to cancel, terminate or modify any Assigned Contract; (iii) the .
4.11.4 Seller has not received any notice or other communication (in writing or otherwise) regarding any actual, alleged, actual or possible breach of any Assigned Contract that has not been resolved. Seller has not received notice of termination or potential violation cancellation of or breach of, intent to cancel or default under, terminate any Business Assigned Contract; and (iv) the .
4.11.5 Seller has not waived any right of its rights under any Business Assigned Contract.
4.15.3 Except as set forth in Section 4.15 of the Seller’s Disclosure Schedule, the Seller has never guaranteed or otherwise agreed to cause, insure or become liable for, and the Seller has never pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other party.
4.15.4 4.11.6 No party Person is renegotiating, or has a right pursuant to the right terms of any Assigned Contract to renegotiate, renegotiate any amount paid or payable to the Seller under any Assigned Contract or any other material term or provision of any Assigned Contract.
4.15.5 The 4.11.7 Each Assigned Contract will continue to be enforceable, and in full force and effect on identical terms immediately following the consummation of the Transactions, and the consummation of the transactions shall not (either alone or upon the occurrence of additional acts or events) result in any payment or payments becoming due from Seller has no knowledge of any basis upon which any party to any Assigned Contract may object Person or give any Person the right to (i) terminate or alter the assignment to the Buyer provisions of any right under such Assigned Contract, or (ii) . The consummation of the delegation transactions contemplated by this Agreement will not affect any of the Assigned Contracts in a manner that could reasonably be expected to or performance by the Buyer of any obligation under such Assigned Contractbe materially adverse to Buyer.
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Sources: Asset Purchase Agreement (Casita Enterprises, Inc.)
Assigned Contracts. 4.15.1 Exhibit B identifies Each Assigned Contract is legal, valid, binding, enforceable and provides in full force and effect against the applicable Seller and, to Sellers’ Knowledge, against each counterparty thereto, subject to the Enforceability Exceptions. No Seller or, to Sellers’ Knowledge, no counterparty to an accurate Assigned Contract is in breach or default, in any material respect, under such Assigned Contract and to Sellers’ Knowledge, no event has occurred or circumstance exists which, with notice, lapse of time or both would constitute such a material breach or default, and during the last twelve months, no Seller Party has received any written or, to Seller’s Knowledge, other notice of any alleged default. No Party to an Assigned Contract has terminated, materially modified, accelerated or cancelled such Assigned Contract nor, to the Knowledge of the Sellers, does any counterparty to an Assigned Contract intend to do so. Buyer has been provided with a true, correct and complete description copy of each Assigned Contract. The Seller has delivered to the Buyer accurate and complete copies of all Contracts identified in Exhibit B, including all amendments thereto. Each Contract is valid and in full force and effect.
4.15.2 Except as set forth in Section 4.15 of the Seller’s Disclosure Schedule: for (i) no party has violated or breachedeach of the Contracts set forth on Schedule 2.7, or declared or committed any default under, any Assigned Contract; (ii) no event has occurredany Contracts of insurance, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach of any of the provisions of any Assigned Contract, (B) give any party the right to declare a default or exercise any remedy under any Assigned Contract, (C) give any party the right to accelerate the maturity or performance of any Assigned Contract, or (D) give any party the right to cancel, terminate or modify any Assigned Contract; (iii) intercompany arrangements in respect of or relating to the Seller has not received Purchased Assets, each of which will be terminated as of Closing with no further obligations or liabilities to any notice or other communication (in writing or otherwise) regarding any actualpart thereto, alleged, possible or potential violation or breach of, or default under, any Business Contract; and (iv) any Contract that will have no effect on Buyer, the Seller has not waived any right under any Business Contract.
4.15.3 Except as set forth in Section 4.15 Purchased Assets or Buyer’s ownership of the Seller’s Disclosure SchedulePurchased Assets from and after the Closing Date, none of the Seller has never guaranteed or otherwise agreed to cause, insure or become liable for, and the Seller has never pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other party.
4.15.4 No party Purchased Assets is renegotiatingsubject to, or has the right to renegotiatesubject of, any amount paid Contract or payable agreement (whether written or oral), including any lease, other than the Assigned Contracts. As of the date hereof, Sellers and their Affiliates have purchased Parts and Services (as defined in the GE MMP Contract) from GE pursuant to the Seller under any Assigned GE MMP Contract or any other term or provision of any Assigned in an aggregate amount equal to at least $12,500,000, which amount is credited in full against the Minimum Spend Amount (as defined in the GE MMP Contract.
4.15.5 The Seller has no knowledge of any basis upon which any party to any Assigned Contract may object to (i) the assignment to the Buyer of any right under such Assigned Contract, or (ii) the delegation to or performance by the Buyer of any obligation under such Assigned Contract.). 57073941 ACTIVE/131483433.18 #205642 v2
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Assigned Contracts. 4.15.1 Exhibit B identifies and provides an accurate and ---------- complete description of each Assigned Contract. The Seller has delivered to the Buyer accurate and complete copies of all Contracts identified in Exhibit B, --------- including all amendments thereto. Each Contract is valid and in full force and effect.
4.15.2 Except as set forth in Section 4.15 of the Seller’s 's Disclosure Schedule: (i) no party has violated or breached, or declared or committed any default under, any Assigned Contract; (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach of any of the provisions of any Assigned Contract, (B) give any party the right to declare a default or exercise any remedy under any Assigned Contract, (C) give any party the right to accelerate the maturity or performance of any Assigned Contract, or (D) give any party the right to cancel, terminate or modify any Assigned Contract; (iii) the Seller has not received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Business Contract; and (iv) the Seller has not waived any right under any Business Contract.
4.15.3 Except as set forth in Section 4.15 of the Seller’s 's Disclosure Schedule, the Seller has never guaranteed or otherwise agreed to cause, insure or become liable for, and the Seller has never pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other party.
4.15.4 No party is renegotiating, or has the right to renegotiate, any amount paid or payable to the Seller under any Assigned Contract or any other term or provision of any Assigned Contract.
4.15.5 The Seller has no knowledge of any basis upon which any party to any Assigned Contract may object to (i) the assignment to the Buyer of any right under such Assigned Contract, or (ii) the delegation to or performance by the Buyer of any obligation under such Assigned Contract.
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Sources: Asset Purchase Agreement (Crescent Communications Inc)
Assigned Contracts. 4.15.1 4.14.1 Exhibit B A identifies and provides an accurate and complete description of each Assigned Contract. The Seller has delivered to the Buyer accurate and complete copies of all Contracts identified in Exhibit BA, including all amendments thereto. Each Assigned Contract is valid and in full force and effectbinding against Seller and, to Seller’s knowledge, each other party thereto.
4.15.2 4.14.2 Except as set forth in Section 4.15 4.14 of the Seller’s Seller Disclosure Schedule: (i) to Seller’s knowledge no party has violated or breached, or declared or committed any default under, any Assigned Contract; (ii) to Seller’s knowledge no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach of any of the provisions of any Assigned Contract, (B) give any party the right to declare a default or exercise any remedy under any Assigned Contract, (C) give any party the right to accelerate the maturity or performance of any Assigned Contract, or (D) give any party the right to cancel, terminate or modify any Assigned Contract; (iii) the Seller has not received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Business Assigned Contract; and (iv) the Seller has not waived any right under any Business Assigned Contract.
4.15.3 Except as set forth in Section 4.15 of the Seller’s Disclosure Schedule, the Seller has never guaranteed or otherwise agreed to cause, insure or become liable for, and the Seller has never pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other party.
4.15.4 4.14.3 No party is renegotiating, or has the right to renegotiate, any amount paid or payable to the Seller under any Assigned Contract or any other term or provision of any Assigned Contract.
4.15.5 The 4.14.4 Except as set forth in Section 4.14 of the Seller Disclosure Schedule, Seller has no knowledge of any basis upon which any party to any Assigned Contract may object to (i) the assignment to the Buyer of any right under such Assigned Contract, or (ii) the delegation to or performance by the Buyer of any obligation under such Assigned Contract.
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