Common use of Assumed Contracts Clause in Contracts

Assumed Contracts. (a) Other than the Assumed Contracts, no existing contracts with Seller shall be assumed by Purchaser, without specific, individual, written consent by Purchaser. (b) Seller shall provide Purchaser a list of all existing contracts on Schedule 3.9(b). Except for the Assumed Contracts, Seller is not a party to or otherwise bound by the terms of any material contract, agreement or obligation, written or oral, affecting the Business or the Assets. Seller shall separately identify each Assumed Contract (i) pursuant to which any other party is granted “most favored party” rights of any type or scope, or containing any non-solicitation or non-competition covenants or other restrictions relating to the Business or that limits the freedom of Seller to engage or participate, or compete with any other Person, in any line of business, market or geographic area, or to make use of any Transferred Intellectual Property, (ii) that is an IP Agreement, (iii) that imposes on Seller payment obligations (contingent or otherwise) in excess of $5,000 per annum, (iv) that provides for payments to Seller in excess of $5,000 per annum, (v) that constitutes a partnership or joint venture agreement, (vi) that evidences outstanding Indebtedness which constitutes an Asset and (vii) that is a Lease. (c) Assumed Contracts (if any) are valid, binding and in full force and effect and enforceable by Seller prior to Closing and by Purchaser upon and after Closing.. Neither Seller, nor, to Seller’s Knowledge, any other party, is in material breach, violation of, or default under, and to the Knowledge of Seller, no event has occurred which, with the lapse of time or the giving of notice, or both, is reasonably likely to result in a breach or violation by Seller or such other party of, or default under, any Assumed Contract, and there are no existing disputes or claims of default relating thereto, or any facts or conditions Known to Seller which, if continued, will result in a material default or claim of default thereunder. Seller has not received any written or, to the Knowledge of Seller, oral notice of the intention of any party to terminate, cancel, amend or not renew any Assumed Contract. Except as set forth in Section 1.7, no consents are necessary for the effective assignment to and assumption by Purchaser of any of the Assumed Contracts including but not limited to the lease on the Premises. Seller has furnished or made available to Purchaser true and complete copies of all Assumed Contracts and descriptions of all material terms of Assumed Contracts that are not in writing, including any amendments, waivers or other changes thereto.

Assumed Contracts. (a) Other than Section 3.7 of the Seller Disclosure Schedule sets forth a complete and correct list of each of the Assumed Contracts, no existing contracts with Seller shall be assumed by Purchaser, without specific, individual, written consent by Purchaser. (b) Seller shall provide Purchaser a list of all existing contracts on Schedule 3.9(b). Except for the Assumed Contracts, Seller is not a party to or otherwise bound by the terms of any material contract, agreement or obligation, written or oral, affecting the Business or the Assets. Seller shall separately identify each Assumed Contract (i) pursuant to which any other party is granted “most favored party” rights of any type or scope, or containing any non-solicitation or non-competition covenants or other restrictions relating to the Business or that limits the freedom of Seller to engage or participate, or compete with any other Person, in any line of business, market or geographic area, or to make use of any Transferred Intellectual Property, (ii) that is an IP Agreement, (iii) that imposes on Seller payment obligations (contingent or otherwise) in excess of $5,000 per annum, (iv) that provides for payments to Seller in excess of $5,000 per annum, (v) that constitutes a partnership or joint venture agreement, (vi) that evidences outstanding Indebtedness which constitutes an Asset and (vii) that is a Lease. (c) Assumed Contracts (if any) are valid, binding and in full force and effect and enforceable by Seller prior to Closing and by Purchaser upon and after Closing.. Neither Seller, nor, to Seller’s Knowledge, any other party, is in material breach, violation of, or default under, and to the Knowledge of Seller, no event has occurred which, with the lapse of time or the giving of notice, or both, is reasonably likely to result in a breach or violation by Seller or such other party of, or default under, any Assumed Contract, and there are no existing disputes or claims of default relating thereto, or any facts or conditions Known to Seller which, if continued, will result in a material default or claim of default thereunder. Seller has not received any written or, to the Knowledge of Seller, oral notice of the intention of any party to terminate, cancel, amend or not renew any Assumed Contract. Except as set forth in Section 1.73.7 of the Seller Disclosure Schedule, no consents are necessary for the effective assignment to and assumption by Purchaser of any of the Assumed Contracts including but not limited constitute all of the contracts to which Seller or any of its Affiliates is a party or is otherwise bound and that are material to or otherwise relate solely or primarily to the lease on Purchased Assets and/or the PremisesProduct Business. Seller has furnished delivered to or made available to Purchaser true and complete copies of all such Assumed Contracts and descriptions of all material terms of any other contracts or agreements identified on Schedule 1.1(d). All such Assumed Contracts that are are, as to Seller (and, as to the other parties thereto, to the Knowledge of Seller), legal, valid and binding agreements in full force and effect and enforceable in accordance with their respective terms (subject to applicable bankruptcy moratorium, reorganization, insolvency and similar laws of general application relating to or affecting the rights and remedies of creditors generally and to general equitable principles (regardless of whether in equity or at law)) and, subject to Section 2.9, may be transferred to the Purchaser pursuant to this Agreement and, as of the Closing Date and subject to the provisions of each such Assumed Contract, will continue in full force and effect in each case without the consent, approval, or act, or the making of any filing with, any other party thereto. (b) Seller is not in writingmaterial breach or default, including and no event has occurred that with notice or lapse of time would constitute a material breach or default by Seller permitting termination, modification, or acceleration, under any amendmentsAssumed Contract of the Seller Disclosure Schedule. To the Knowledge of Seller, waivers no other party to any Assumed Contract is in material breach or default under, or has repudiated any material provision of, any Assumed Contract, and no event has occurred and no condition or state or facts currently exists which, with time or the giving of notice, or both, would constitute such a material default or breach by such other changes theretoparty.

Assumed Contracts. (a) Other than Schedule 3.11(a) of the Disclosure Schedules sets forth a list of each Assumed ContractsContract that is of the type set forth below as of the date hereof: (i) each Contract concerning the establishment or operation of a partnership, no existing contracts strategic alliance, joint venture, or limited liability company or other similar agreement or arrangement; (ii) each Contract that limits or purports to limit the freedom of either Seller or any of its Affiliates to compete in any line of business with any Person or engage in any line of business within any geographic area or acquire the assets or securities of another Person or, or otherwise materially restricts Seller’s or any of its Affiliates’ ability to solicit business from any Person; (iii) each Contract related to an acquisition, divestiture, merger or similar transaction that contains financial covenants, indemnities or other similar payment obligations (including “earn-out” or other contingent payment obligations) that are still in effect and would reasonably be expected to result in the receipt or making of future payments in excess of $500,000; (iv) each Contract that contains a put, call or similar right pursuant to which Seller shall or any of its Affiliates could be assumed required to purchase or sell, as applicable, any equity interests in or assets (in the case of assets, having a purchase price in excess of $500,000) of any Person; (v) each Contract that provides for exclusive rights for the benefit of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires Seller or any of its Affiliates to provide any minimum level of service, in each case which are, or in a manner that is, material to the Wireless Business; or (vi) each Contract providing for indemnification by PurchaserSeller or any of its Affiliates of any Person, without specific, individual, written consent by Purchaserexcept for Contracts entered into in the Ordinary Course of Business. (b) Seller shall provide Purchaser a list of all existing contracts on Schedule 3.9(b). Except for the Assumed Contracts, Seller is not a party to or otherwise bound by the terms of any material contract, agreement or obligation, written or oral, affecting the Business or the Assets. Seller shall separately identify each Assumed Each Customer Contract either (i) pursuant to which has been entered into on a form made available by Buyer or its Affiliates and without any other party is granted “most favored party” rights of any type material deviation therefrom or scope, or containing any non-solicitation or non-competition covenants or other restrictions relating to the Business or that limits the freedom of Seller to engage or participate, or compete with any other Person, in any line of business, market or geographic area, or to make use of any Transferred Intellectual Property, (ii) that is an IP Agreement, (iii) that imposes on Seller payment obligations (contingent has been furnished or otherwise) in excess of $5,000 per annum, (iv) that provides for payments made available to Seller in excess of $5,000 per annum, (v) that constitutes a partnership Buyer or joint venture agreement, (vi) that evidences outstanding Indebtedness which constitutes an Asset and (vii) that is a Leaseits Affiliates. (c) Seller has furnished or made available to Buyer or its Affiliates a complete and correct (including all amendments and supplements thereto) copy of each Assumed Contract in existence as of the date hereof, in each case, other than Contracts to which Buyer or its Affiliates are a party and purchase orders and scopes of work entered into in the Ordinary Course of Business. With respect to each Assumed Contract: (if anyi) are validsuch Contract is the valid and binding obligation of Seller or its Subsidiaries and, binding and to the Knowledge of Seller, of each other party thereto, is in full force and effect and is enforceable in accordance with its terms, except to the extent that enforceability may be limited by Seller prior to Closing the Remedy Exceptions, and by Purchaser upon and after Closing.. Neither (ii) none of Seller, norits Affiliates or, to Seller’s Knowledge, any other party, is in material breach, violation of, or default under, and to the Knowledge of Seller, no event has occurred which, with the lapse of time or the giving of notice, or bothany other party thereto, is reasonably likely to result in a material breach or material violation by Seller or such other party of, or material default under, any Assumed such Contract, and there are no existing disputes event, occurrence or claims condition has occurred, which (after notice, passage of default relating theretotime or both) would constitute or give rise to any such breach, violation or any facts or conditions Known to Seller which, if continued, will result in a material default or claim of default thereunder. , and Seller has not received any written notice or, to the Knowledge of Seller, oral notice communication alleging that Seller is in material default or breach of the intention of any party to terminate, cancel, amend or not renew any such Assumed Contract. Except as set forth in Section 1.7, no consents are necessary for the effective assignment to and assumption by Purchaser of any of the Assumed Contracts including but not limited to the lease on the Premises. Seller has furnished or made available to Purchaser true and complete copies of all Assumed Contracts and descriptions of all material terms of Assumed Contracts that are not in writing, including any amendments, waivers or other changes thereto.

Assumed Contracts. (a) Other than Prior to the Closing, Sellers have made available to Buyers true and complete copies of each of the Assumed Contracts, no existing contracts with Seller shall be assumed by Purchaser, without specific, individual, written consent by Purchaser. (b) Seller shall provide Purchaser a list of all existing contracts on Schedule 3.9(b). Except for the Assumed Contracts, Seller is not a party to or otherwise bound by the terms of any material contract, agreement or obligation, written or oral, affecting the Business or the Assets. Seller shall separately identify each Each Assumed Contract (i) pursuant is a legal, valid and binding obligation of such applicable Seller and, to which any the Knowledge of Sellers, of each other party is granted “most favored party” rights of any type or scopethereto, or containing any non-solicitation or non-competition covenants or other restrictions relating and assuming its validity with respect to the Business or that limits the freedom of Seller to engage or participateother parties thereto, or compete with any other Person, in any line of business, market or geographic area, or to make use of any Transferred Intellectual Property, (ii) that is an IP Agreement, (iii) that imposes on Seller payment obligations (contingent or otherwise) in excess of $5,000 per annum, (iv) that provides for payments to Seller in excess of $5,000 per annum, (v) that constitutes a partnership or joint venture agreement, (vi) that evidences outstanding Indebtedness which constitutes an Asset and (vii) that is a Lease. (c) Assumed Contracts (if any) are valid, binding and in full force and effect and enforceable in accordance with its terms by Seller prior to Closing and by Purchaser upon and after Closing.. Neither the applicable Seller, norsubject only to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws relating to Seller’s Knowledgeor affecting creditors’ rights generally, or general equitable principles. Except as set forth on Schedule 3.11, (i) no Seller has received notice of termination or of any event of default under any of the Assumed Contracts that currently remains outstanding and uncured, nor has any Seller issued any notice of termination or of default to the other party, party under any Assumed Contract alleging that such other party is in material breachviolation of such Assumed Contract; (ii) each Seller is in compliance in all material respects with its obligations under each Assumed Contract, violation of, or default under, and including its obligations with respect to any amounts owed by such Seller under any Assumed Contract; (iii) to the Knowledge of SellerSellers, no event has occurred which, with the notice or lapse of time or the giving of notice, or both, is reasonably likely would constitute a material default by a Seller thereunder; (iv) no Seller intends, and to result in a breach the Knowledge of Sellers no counterparty has expressed an intent, to (A) terminate or violation by Seller otherwise modify, amend or such other party of, or default under, supplement any Assumed Contract, except in the case of modifications, amendments or supplements to the extent necessary in connection with the consummation of the transactions contemplated by this Agreement or (B) assert any defenses, counterclaims or material rights of set-off; (v) except as set forth in Schedule 3.11, the term of each Assumed Contract is not expired and there the parties thereto are no existing disputes not operating under any month-to-month or claims similar arrangement that extends the term of default relating thereto, or any facts or conditions Known to Seller which, if continued, will result in a material default or claim such Assumed Contract beyond the original term of default thereunder. Seller has not received any written or, such Assumed Contract; and (vi) to the Knowledge of SellerSellers, oral notice of the intention of any each other party to terminateeach Assumed Contract has in all material respects performed all the obligations required to be performed by such party to date thereunder. (b) Schedule 1.1(vi) sets forth a true, cancel, amend or not renew any Assumed Contract. Except as set forth in Section 1.7, no consents are necessary for the effective assignment to and assumption by Purchaser of any of the Assumed Contracts including but not limited to the lease on the Premises. Seller has furnished or made available to Purchaser true correct and complete copies list of (i) all Assumed Contracts Real Property Leases, and descriptions (ii) all leases entered into in connection with the Business pursuant to which a Seller is a tenant, subtenant, lessee, sublessee or otherwise uses or occupies real property owned by a third party. Schedule 1.1(ix) sets forth a true, correct and complete list of (A) all material terms of Assumed Contracts that are not Third Party Leases, and (B) all leases entered into in writingconnection with the Business pursuant to which a Seller is a landlord, including sublandlord, lessor or sublessor or otherwise grants to a third party any amendments, waivers right to use or other changes theretooccupy any real property.

Assumed Contracts. (ai) Other than Except as specifically described in a correspondingly labeled subsection of Schedule 4.1(m) of the Seller Disclosure Schedule, a true and complete copy of each Assumed ContractsContract, no existing contracts together with Seller shall be assumed by Purchaserany amendments, without specificsupplements, individualmodifications, written consent by Purchaserexhibits, schedules or other documents related thereto, has been made available to Purchaser prior to the date of this Agreement. (bii) Seller shall provide Purchaser Except to the extent that any of the following would not, individually or in the aggregate, have a list of all existing contracts on Schedule 3.9(b). Except for the Assumed Contracts, Seller is not a party to or otherwise bound by the terms of any material contract, agreement or obligation, written or oral, affecting the Business or the Assets. Seller shall separately identify each Material Adverse Effect: (A) Each Assumed Contract (i) pursuant to which any other party is granted “most favored party” rights of any type or scope, or containing any non-solicitation or non-competition covenants or other restrictions relating to the Business or that limits the freedom of Seller to engage or participate, or compete with any other Person, in any line of business, market or geographic area, or to make use of any Transferred Intellectual Property, (ii) that is an IP Agreement, (iii) that imposes on Seller payment obligations (contingent or otherwise) in excess of $5,000 per annum, (iv) that provides for payments to Seller in excess of $5,000 per annum, (v) that constitutes a partnership or joint venture agreement, (vi) that evidences outstanding Indebtedness which constitutes an Asset and (vii) that is a Lease. (c) Assumed Contracts (if any) are validlegal, valid and binding and in full force and effect and enforceable by obligation of the Seller prior to Closing and by Purchaser upon and after Closing.. Neither Seller, nor, to Seller’s Knowledge, any other party, is in material breach, violation of, or default under, and to the Knowledge of Seller, no event has occurred which, with the lapse of time or the giving of notice, or both, is reasonably likely to result in a breach or violation by Seller or such other party of, or default under, any Assumed Contract, and there are no existing disputes or claims of default relating thereto, or any facts or conditions Known to Seller which, if continued, will result in a material default or claim of default thereunder. Seller has not received any written orand, to the Knowledge of Seller, oral notice of each other party thereto, enforceable in accordance with its terms (subject to the intention Bankruptcy and Equity Exception) and is in full force and effect; (B) Neither Seller nor, to the Knowledge of Seller, any counterparty or counterparties, is or has been in breach of any party to terminateprovision of or in default (or, cancelwith the giving of notice or lapse of time or both, amend would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, right of termination or not renew acceleration of performance of or any change in the then-prevailing terms under any Assumed Contract. Except as set forth Contract in Section 1.7, no consents are necessary for the effective assignment to and assumption by Purchaser of any respect; and (C) None of the Assumed Contracts including but not limited Contracts: (A) limit in any respect (1) the ability of Purchaser to operate the Program or any other business or (2) the manner in which, or the localities in which, the Program, or following the consummation of the transactions contemplated hereby, Purchaser’s businesses, is or would be conducted, (B) grant any right of first refusal or right of first offer or similar right with respect to any Acquired Asset or that limits or purports to limit the ability of Seller or any of its Affiliates or, following the consummation of the transactions contemplated hereby, Purchaser or any of its Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any amount of assets or business, (C) provide for any future payments that are conditioned, in whole or in part, on a sale of the Acquired Assets or change of control or similar event of the Parent or any modification to the lease Program or (D) contain exclusivity provisions binding on the Premises. Seller has furnished or made available to Purchaser true and complete copies any of all Assumed Contracts and descriptions its Affiliates or, following the consummation of all material terms of Assumed Contracts that are not in writingthe transactions contemplated hereby, including any amendments, waivers or other changes theretothe Purchaser.

Assumed Contracts. (a) Other than Each of the Assumed Contracts, no existing contracts with Seller shall be assumed by Purchaser, without specific, individual, written consent by Purchaser. (b) Seller shall provide Purchaser a list of all existing contracts on Schedule 3.9(b). Except for the Assumed Contracts, Seller Contracts is not a party to or otherwise bound by the terms of any material contract, agreement or obligation, written or oral, affecting the Business or the Assets. Seller shall separately identify each Assumed Contract (i) pursuant to which any other party is granted “most favored party” rights of any type or scope, or containing any non-solicitation or non-competition covenants or other restrictions relating to the Business or that limits the freedom of Seller to engage or participate, or compete with any other Person, in any line of business, market or geographic area, or to make use of any Transferred Intellectual Property, (ii) that is an IP Agreement, (iii) that imposes on Seller payment obligations (contingent or otherwise) in excess of $5,000 per annum, (iv) that provides for payments to Seller in excess of $5,000 per annum, (v) that constitutes a partnership or joint venture agreement, (vi) that evidences outstanding Indebtedness which constitutes an Asset and (vii) that is a Lease. (c) Assumed Contracts (if any) are valid, binding and in full force and effect, except, in each case, to the extent such enforceability is subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, or other Applicable Law affecting or relating to creditors’ rights generally and enforceable by Seller prior to Closing and by Purchaser upon and after Closing.. general principles of equity. Neither Seller, the Company nor, to Seller’s Knowledgethe knowledge of the Company, any other party, party thereto is in material breachbreach of or material default under any Assumed Contract. There exists no event, violation ofoccurrence, condition or default underact, and with respect to the Knowledge Company, or, to the knowledge of Seller, no event has occurred whichthe Company, with respect to any other contracting party, that, with the giving of notice, the lapse of time or the giving happening of noticeany other event or condition, or both, is would reasonably likely be expected to (i) result in a material breach or violation by Seller or such other party of, or default under, under any Assumed Contract, and there are no existing disputes or claims of default relating thereto, or (ii) give any facts or conditions Known third party (A) the right to Seller which, if continued, will result in declare a material breach or material default under any Assumed Contract or claim of default thereunder. Seller has not received any written or, (B) the right to the Knowledge of Seller, oral notice of the intention of any party to terminate, cancel, amend terminate or not renew materially modify any Assumed Contract. Except as set forth in Section 1.7, The Company has not delivered or received any communication regarding any material breach of or material default under or intention to cancel or terminate any Assumed Contract and Company has no consents are necessary for the effective assignment outstanding material disputes with any counterparties to and assumption by Purchaser of any of the Assumed Contracts including but not limited to the lease on the PremisesContracts. Seller has furnished or made available to Purchaser true Correct and complete copies of all Assumed Contracts Contract, including all amendments and descriptions of all material terms of modifications thereto, have been provided to Acquirer. (b) No Assumed Contracts that are not bind the Company, or after the Closing will bind Acquirer, to (i) grant any exclusive rights (including exclusive rights in writingthe Acquired Technology) to any Person, including (ii) limit the freedom of the Company or Acquirer to compete with any amendmentsPerson or engage in any line of business or geographic area, waivers (iii) restrict the research, development, manufacture, marketing, distribution, sale, supply, license or other changes theretomarketing of the proposed products and services of the Company or Acquirer or (iv) limit the freedom of the Company or Acquirer to use any Acquired Technology after the Agreement Date.

Assumed Contracts. (aSCHEDULE 1.1(c) Other than sets forth the Assumed Contracts, no existing contracts with Seller shall be assumed by Purchaser, without specific, individual, written consent by Purchaser. (b) Seller shall provide Purchaser Contracts which consist of a list of all existing contracts on Schedule 3.9(b). Except for the Assumed Contracts, Seller is not a party to or otherwise bound by the terms of any material each contract, agreement agreement, purchase order, lease, license, indenture or obligationcommitment, written or oral, affecting the Business or the Assets. Seller shall separately identify each Assumed Contract (i) pursuant to which any other Company is a party is granted “most favored party” and has ongoing rights or obligations or by which any of any type their respective assets are bound, except agreements for the purchase or scopesale by the Companies of goods, materials, supplies or services in the ordinary course of business involving less than $5,000 in consideration in each such case and less than $25,000 in the aggregate. True and complete copies of each of the Assumed Contracts, or containing any non-solicitation or non-competition covenants or other restrictions relating where they are oral, true and complete written summaries thereof, have been delivered to Purchaser by the Business or that limits the freedom of Seller to engage or participate, or compete with any other Person, in any line of business, market or geographic area, or to make use of any Transferred Intellectual Property, (ii) that is an IP Agreement, (iii) that imposes on Seller payment obligations (contingent or otherwise) in excess of $5,000 per annum, (iv) that provides for payments to Seller in excess of $5,000 per annum, (v) that constitutes a partnership or joint venture agreement, (vi) that evidences outstanding Indebtedness which constitutes an Asset and (vii) that is a Lease. (c) Assumed Contracts (if any) are valid, binding and in full force and effect and enforceable by Seller prior to Closing and by Purchaser upon and after Closing.. Neither Seller, nor, to Seller’s Knowledge, any other party, is in material breach, violation of, or default under, and to the Knowledge of Seller, no event has occurred which, with the lapse of time or the giving of notice, or both, is reasonably likely to result in a breach or violation by Seller or such other party of, or default under, any Assumed Contract, and there are no existing disputes or claims of default relating thereto, or any facts or conditions Known to Seller which, if continued, will result in a material default or claim of default thereunder. Seller has not received any written or, to the Knowledge of Seller, oral notice of the intention of any party to terminate, cancel, amend or not renew any Assumed ContractCompanies. Except as set forth in Section 1.7SCHEDULE 1.1(c): (a) Each of the Assumed Contracts is a valid and binding agreement of one of the Companies and all other parties thereto, no consents are necessary for subject to cancellation upon payment of an appropriate cancellation fee as set forth in such Assumed Contracts; (b) Prior to date of the effective assignment to and assumption by Purchaser of Closing there has not occurred any material default under any of the Assumed Contracts including but not limited to the lease on the Premises. Seller part of any Company or on the part of any other party thereto, nor has furnished any event occurred which with the giving of notice or made available to Purchaser true and complete copies the lapse of all time, or both, would constitute any material default on the part of any Company under any of the Assumed Contracts and descriptions nor has any event occurred which with the giving of all notice or the lapse of time, or both, would constitute any material terms default on the part of any other party to any of the Assumed Contracts; and (c) No consent of any party to any of the Assumed Contracts that are not in writingis required by the execution, including any amendments, waivers delivery or other changes theretoperformance of this Agreement or the consummation of the transactions contemplated hereby.

Assumed Contracts. (a) Other There are no Contracts, other than the AstraZeneca Contracts and Assumed Contracts, no existing contracts (i) to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates is bound, in either case, that (A) were entered into in connection with Seller shall be assumed by Purchaser, without specific, individual, written consent by Purchaserthe Business or (B) are exclusively related to the Business or (ii) to which any of the Purchased Assets are subject. (b) Seller shall provide Purchaser a list has made available to Buyer true, accurate and complete copies of all existing contracts the AstraZeneca Contracts, Assumed Contracts and any Contracts listed on Schedule 3.9(b3.5(a), including all amendments, modifications and waivers relating thereto. Except for the The AstraZeneca Contracts and Assumed ContractsContracts are legal, Seller is not a party to or otherwise bound by the terms of any material contract, agreement or obligation, written or oral, affecting the Business or the Assets. Seller shall separately identify each Assumed Contract (i) pursuant to which any other party is granted “most favored party” rights of any type or scope, or containing any non-solicitation or non-competition covenants or other restrictions relating to the Business or that limits the freedom valid and binding agreements of Seller to engage or participate, or compete with any other Person, in any line an Affiliate of business, market or geographic area, or to make use of any Transferred Intellectual Property, (ii) that is an IP Agreement, (iii) that imposes on Seller payment obligations (contingent or otherwise) in excess of $5,000 per annum, (iv) that provides for payments to Seller in excess of $5,000 per annum, (v) that constitutes a partnership or joint venture agreement, (vi) that evidences outstanding Indebtedness which constitutes an Asset and (vii) that is a Lease. (c) Assumed Contracts (if any) are valid, binding and in full force and effect and are enforceable by against Seller prior to Closing and by Purchaser upon and after Closing.. Neither Seller, noror its applicable Affiliate and, to Seller’s Knowledge, any each other partyparty thereto, is in accordance with their terms, subject to bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting ​ ​ ​ the rights of creditors generally and the availability of equitable remedies. Seller or its applicable Affiliate has performed all material breach, violation of, or default underobligations required to be performed by it to date under the AstraZeneca Contracts and Assumed Contracts, and to the Knowledge of Seller, no event has occurred which, neither Seller nor its applicable Affiliate is or will be (with the or without notice or lapse of time or the giving of noticetime, or both, is reasonably likely to result ) in a breach or violation by default in any respect thereunder and, to Seller’s Knowledge, no other party to any AstraZeneca Contract or Assumed Contract is or will be (with or without notice or lapse of time, or both) in breach or default in any respect thereunder. Neither Seller nor any of its Affiliates has received any written notice of a party’s intention to terminate any AstraZeneca Contract or Assumed Contract or of any written claim of breach with respect to the performance of Seller’s (or its applicable Affiliate’s) obligations under any AstraZeneca Contract or Assumed Contract. There are no active discussions or negotiations between Seller or such other party ofany of its Affiliates, on the one hand, and any counterparty to any AstraZeneca Contract or default under, any Assumed Contract, and there are no existing disputes or claims of default relating thereto, or any facts or conditions Known to Seller which, if continued, will result in a material default or claim of default thereunder. Seller has not received any written or, to the Knowledge of Seller, oral notice of the intention of any party to terminate, cancel, amend or not renew any Assumed Contract. Except as set forth in Section 1.7, no consents are necessary for the effective assignment to and assumption by Purchaser of any of the Assumed Contracts including but not limited to the lease on the Premises. Seller has furnished or made available other hand, the purpose of which is to Purchaser true and complete copies of all Assumed Contracts and descriptions of all material terms of Assumed Contracts that are not in writing, including modify any amendments, waivers or other changes theretosuch agreement.

Assumed Contracts. (a) Other than The Assumed Contracts include each of the Assumed Contractscontracts, no existing contracts with Seller shall be assumed by Purchaseragreements, without specificpurchase orders, individual, written consent by Purchaser. (b) Seller shall provide Purchaser a list of all existing contracts on Schedule 3.9(b). Except for the Assumed Contracts, leases and license agreements to which Seller is not a party to or otherwise bound by the terms of any material contract, agreement or obligation, written or oral, affecting the Business or the Assets. Seller shall separately identify each Assumed Contract that (i) pursuant to which any other party is granted “most favored party” rights a lease of any type or scope, or containing any non-solicitation or non-competition covenants or other restrictions relating to the Business or that limits the freedom of Seller to engage or participate, or compete with any other Person, in any line of business, market or geographic area, or to make use of any Transferred Intellectual Propertyreal property, (ii) that is an IP Agreementrelates to (a) the purchase of products for resale or delivery to customers of amounts in excess of $25,000 or having a duration in excess of 90 days or (b) the supply of products to customers with actual sales in calendar year 1994 or expected sales in calendar year 1995 of $100,000 or more, (iii) that imposes on Seller payment obligations (contingent relates to the purchase of goods, equipment or otherwise) services used in support of Seller's business or operations of amounts in excess of $5,000 25,000 per annumyear or having a duration in excess of 90 days, (iv) that provides for payments contains covenants not to Seller in excess of $5,000 per annum, compete by any party to the contract and (v) that constitutes upon which the Business is dependent or which, if breached, could have a partnership or joint venture agreement, (vi) that evidences outstanding Indebtedness which constitutes an Asset Material Adverse Effect. Each purchase order included in the Assumed Contracts has been entered into in the ordinary course of the Business on customary terms. Seller has provided to Buyer true and (vii) that is a Lease. (c) complete copies of all of the written Assumed Contracts (if anyexcept purchase orders, the Avista License Agreement, a copier maintenance contract and the second page of the Agreement with Friden Post) are valid(including all amendments or modifications thereto) and, binding in the case of oral Assumed Contracts, true and complete written summaries of the terms thereof. Each Assumed Contract is in full force and effect and is enforceable in accordance with its terms, except as the enforcement thereof may be limited or otherwise affected by bankruptcy, insolvency, reorganization, moratorium or other laws generally affecting the rights of creditors and subject to general equity principles (whether considered at law or in equity). Seller prior is not (and to Closing and by Purchaser upon and after Closing.. Neither Seller, nor, to Seller’s Knowledge, any the Knowledge of Seller no other party, is party is) in material breach, breach or violation of, or default under, and to the Knowledge of Seller, there is no valid basis for a claim of breach or violation of, or default under, any such contracts, and no event has occurred whichthat constitutes or, with the lapse of time or the giving of notice, or both, is reasonably likely to result in would constitute such a breach or violation by Seller or such other party of, or default underby Seller, any Assumed Contract, and there are no existing disputes or claims of default relating thereto, or any facts or conditions Known to Seller which, if continued, will result in a material default or claim of default thereunder. Seller has not received any written or, to the Knowledge of Seller, oral notice any other party under any of the intention Assumed Contracts, thereunder. Seller has performed each material term, covenant and condition of any each such Assumed Contract that is to be performed by it prior to the Closing Date. To Seller's Knowledge, no party to terminate, cancel, amend or not renew any Assumed Contract. Except as set forth in Section 1.7, no consents are necessary for the effective assignment to and assumption by Purchaser of any of the Assumed Contracts including but not limited intends to the lease on the Premisescancel, terminate or exercise any option under any such contract. Seller has furnished made no prior assignment of any Assumed Contract or made available to Purchaser true and complete copies any of all Assumed Contracts and descriptions of all material terms of Assumed Contracts that are not in writing, including any amendments, waivers Seller's rights or other changes theretoobligations thereunder.

Assumed Contracts. (a) Other Except as set forth in Section 3.1.8 of the Seller Disclosure Schedule or any Specified License Agreement or any BPX Programs Agreement, as of the Execution Date, there are no Contracts, other than the Assumed Contracts, no existing contracts (i) to which Seller is bound that were entered into in connection with Seller shall be assumed by Purchaser, without specific, individual, written consent by Purchaserthe Specified Programs or (ii) to which any of the Transferred Assets are subject. (b) Seller shall provide Purchaser a list of all existing contracts on Schedule 3.9(b). Except for the The Assumed ContractsContracts are legal, Seller is not a party to or otherwise bound by the terms of any material contract, agreement or obligation, written or oral, affecting the Business or the Assets. Seller shall separately identify each Assumed Contract (i) pursuant to which any other party is granted “most favored party” rights of any type or scope, or containing any non-solicitation or non-competition covenants or other restrictions relating to the Business or that limits the freedom valid and binding agreements of Seller to engage or participate, or compete with any other Person, in any line of business, market or geographic area, or to make use of any Transferred Intellectual Property, (ii) that is an IP Agreement, (iii) that imposes on Seller payment obligations (contingent or otherwise) in excess of $5,000 per annum, (iv) that provides for payments to Seller in excess of $5,000 per annum, (v) that constitutes a partnership or joint venture agreement, (vi) that evidences outstanding Indebtedness which constitutes an Asset and (vii) that is a Lease. (c) Assumed Contracts (if any) are valid, binding and in full force and effect and are enforceable by against Seller prior to Closing and by Purchaser upon and after Closing.. Neither Seller, norand, to Seller’s Knowledge, any each other partyparty thereto, is in material breachaccordance with their terms, violation ofsubject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or default undersimilar Laws of general application affecting or relating to the enforcement of creditors rights generally, and subject to equitable principles of general applicability, whether considered in a proceeding at Law or in equity. Seller has performed all material obligations required to be performed by it to date under the Knowledge of SellerAssumed Contracts, no event has occurred which, and Seller is not and will not be (with the or without notice or lapse of time or the giving of noticetime, or both, is reasonably likely to result ) in a breach or violation by Seller or such default in any material respect thereunder and, to Seller’s Knowledge, no other party ofto any Assumed Contract is (with or without notice or lapse of time, or both) in breach or default under, in any Assumed Contract, and there are no existing disputes or claims of default relating thereto, or any facts or conditions Known to Seller which, if continued, will result in a material default or claim of default respect thereunder. Seller has not received any written ornotice, or to Seller’s Knowledge, any oral notice, of intention to terminate any Assumed Contract or of any claim of material breach with respect to the Knowledge of Seller, oral notice of the intention of any party to terminate, cancel, amend or not renew performance obligations under any Assumed Contract. Except as set forth in Section 1.7, no consents are necessary for the effective assignment to and assumption by Purchaser of any of the Assumed Contracts including but not limited to the lease on the Premises. Seller has furnished delivered to, or made available to for inspection by, Purchaser true a complete and complete copies accurate copy of each Assumed Contract (including all Assumed Contracts executed signature pages, exhibits thereto, and descriptions of all material terms of Assumed Contracts that are not in writing, including any amendments, waivers or other changes thereto).

Assumed Contracts. (a) Other than the Assumed Contracts, no existing contracts with Seller shall be assumed by Purchaser, without specific, individual, written consent by Purchaser. (b) Seller shall provide Purchaser a list of all existing contracts on Except as set forth in Schedule 3.9(b4.11(a). Except for the Assumed Contracts, Seller is not a party has performed in all material respects all of the obligations required to or otherwise bound be performed by the terms of any material contractit and, agreement or obligation, written or oral, affecting the Business or the Assets. Seller shall separately identify each Assumed Contract (i) pursuant to which any other party is granted “most favored party” rights of any type or scope, or containing any non-solicitation or non-competition covenants or other restrictions relating to the Business or that limits the freedom knowledge of Seller to engage or participate, or compete with any other Person, in any line of business, market or geographic area, or to make use of any Transferred Intellectual Property, (ii) that is an IP Agreement, (iii) that imposes on Seller payment obligations (contingent or otherwise) in excess of $5,000 per annum, (iv) that provides for payments to Seller in excess of $5,000 per annum, (v) that constitutes a partnership or joint venture agreement, (vi) that evidences outstanding Indebtedness which constitutes an Asset and (vii) that is a Lease. (c) Assumed Contracts (if any) are valid, binding and in full force and effect and enforceable by Seller prior to Closing and by Purchaser upon and after Closing.. Neither Seller, nor, is entitled to Seller’s Knowledge, any other party, is in material breach, violation of, or default all benefits under, and is not alleged to the Knowledge of Seller, no event has occurred which, with the lapse of time or the giving of notice, or both, is reasonably likely to result be in a breach or violation by Seller or such other party material default in respect of, or default under, any Assumed Contract, and there are no existing disputes or claims of default relating thereto, or any facts or conditions Known to Seller which, if continued, will result in a material default or claim of default thereunder. Seller has not received any written or, to the Knowledge of Seller, oral notice of the intention of any party to terminate, cancel, amend or not renew any Assumed Contract. Except as set forth in Section 1.7Schedule 4.11(a), there exists no consents are necessary for default or event of default or event, occurrence, condition or act, with respect to Seller or, to Seller’s knowledge, any other contracting party, which, with the effective assignment giving of notice, the lapse of time or the consummation of the transactions contemplated by the Transaction Documents, would constitute (i) a material breach, default or event of default under any Assumed Contract, or (ii) give any third party (A) the right to and assumption by Purchaser declare a material breach or default or exercise any material remedy under any Assumed Contract, (B) the right to a rebate, chargeback, refund, credit, penalty or change in delivery schedule under any Assumed Contract, (C) the right to accelerate the maturity or performance of any material obligation of Seller under any Assumed Contract, (D) the right to cancel, terminate or modify any Assumed Contract, or (E) the right to claim any interest in the Business Intellectual Property. (b) Except as set forth in Schedule 4.11(b), Seller has not received any written notice or, to Seller’s knowledge, any other communication regarding any actual or possible material violation or breach of, default under, or intention to cancel or modify any Assumed Contract. (c) Each of the Assumed Contracts including but is in full force and effect and constitutes a legal, valid and binding agreement of Seller, and Seller has no knowledge that any Assumed Contract is not limited a legal, valid and binding agreement of any other party thereto, subject only to the lease on effect, if any, of (i) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the Premisesrights or remedies of creditors, or (ii) general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief). Seller has furnished Except as set forth in Schedule 4.11(c), immediately following the Closing Date, each Assumed Contract shall be a legal, valid and binding agreement of Purchaser and, to the knowledge of Seller, each other party thereof, enforceable against Purchaser in accordance with its respective terms and, to the knowledge of Seller, enforceable against each other party thereto in accordance with its respective terms, subject only to the effect, if any, of (i) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights or remedies of creditors, or (ii) general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief). (d) Except as set forth in Schedule 4.11(d), all Assumed Contracts are in written and executed form. True and complete copies of each Assumed Contract, together with all amendments and supplements thereto, whether or not executed, and all waivers of any terms thereof (including in facsimile and other electronic form), have been provided or made available to Purchaser true prior to the Closing Date. (e) Schedule 4.11(e) contains an accurate and complete copies list of all Assumed Contracts and descriptions of all material terms of in which Seller is a party relating to the Business other than the Assumed Contracts that are not in writing, including involve payments or expenditures by Seller or any amendments, waivers other Person of less than Five Thousand Dollars ($5,000.00) over the life of the applicable Contract and other than contracts relating to generally commercially available “off-the-shelf” or other changes thereto“shrink-wrapped” Software.

Assumed Contracts. (a) Other than the Assumed Contracts, no existing contracts with Seller shall be assumed by Purchaser, without specific, individual, written consent by Purchaser. (b) Seller shall provide has provided Purchaser a list of all existing contracts on Schedule 3.9(b)contracts. Except for the Assumed Contracts, Seller is not a party to or otherwise bound by the terms of any material contract, agreement or obligation, written or oral, affecting the Business or the Assets. Seller Purchaser shall separately identify each Assumed Contract (i) pursuant to which any other party is granted “most favored party” rights of any type or scope, or containing any non-solicitation or non-competition covenants or other restrictions relating to the Business or that limits the freedom of Seller to engage or participate, or compete with any other Person, in any line of business, market or geographic area, or to make use of any Transferred Intellectual Property, (ii) that is an IP Agreement, (iii) that imposes on Seller payment obligations (contingent or otherwise) in excess of $5,000 per annum, (iv) that provides for payments to Seller in excess of $5,000 per annum, (v) that constitutes a partnership or joint venture agreement, (vi) that evidences outstanding Indebtedness which constitutes an Asset and (vii) that is a Lease. (c) Assumed Contracts (if any) are valid, binding and in full force and effect and enforceable by Seller prior to Closing and by Purchaser upon and after Closing.. Seller. Neither Seller, nor, to Seller’s Knowledge, any other party, is in material breach, violation of, or default under, and to the Knowledge of Seller, no event has occurred which, with the lapse of time or the giving of notice, or both, is reasonably likely to result in a breach or violation by Seller or such other party of, or default under, any Assumed Contract, and there are no existing disputes or claims of default relating thereto, or any facts or conditions Known to Seller which, if continued, will result in a material default or claim of default thereunder. Seller has not received any written or, to the Knowledge of Seller, oral notice of the intention of any party to terminate, cancel, amend or not renew any Assumed Contract. Except as set forth in Section 1.7, no consents are necessary for the effective assignment to and assumption by Purchaser of any of the Assumed Contracts including but not limited to the lease on the PremisesContracts. Seller has furnished or made available to Purchaser true and complete copies of all Assumed Contracts and descriptions of all material terms of Assumed Contracts that are not in writing, including any amendments, waivers or other changes thereto.

Assumed Contracts. (a) Other There are no Contracts, other than the Assumed Contracts (including any Contracts that become Assumed Contracts pursuant to Section 5.7(d) following the date hereof) and the Excluded Contracts, no existing contracts with (i) to which Seller shall or any of its Affiliates is a party or by which Seller or any of its Affiliates is bound, in either case, that are primarily related or material to the Business or (ii) to which any of the Purchased Assets are subject. [*****] Text omitted for confidential treatment. The redacted information has been excluded because it is both (i) not material and (ii) would be assumed by Purchaser, without specific, individual, written consent by Purchasercompetitively harmful if publicly disclosed. (b) Seller shall provide Purchaser a list has made available to Buyer true, accurate and complete copies of all existing contracts on Schedule 3.9(b). Except for the Assumed Contracts, Seller is not a party to or otherwise bound by the terms of any material contract, agreement or obligation, written or oral, affecting the Business or the Assets. Seller shall separately identify each Assumed Contract (i) pursuant to which any other party is granted “most favored party” rights of any type or scope, or containing any non-solicitation or non-competition covenants or other restrictions relating to the Business or that limits the freedom of Seller to engage or participate, or compete with any other Person, in any line of business, market or geographic area, or to make use of any Transferred Intellectual Property, (ii) that is an IP Agreement, (iii) that imposes on Seller payment obligations (contingent or otherwise) in excess of $5,000 per annum, (iv) that provides for payments to Seller in excess of $5,000 per annum, (v) that constitutes a partnership or joint venture agreement, (vi) that evidences outstanding Indebtedness which constitutes an Asset and (vii) that is a Lease. (c) Assumed Contracts (if any) and any Contracts listed on Schedule 3.6(a)), including all amendments, modifications and waivers relating thereto. The Assumed Contracts are validlegal, valid and binding agreements of Seller or an Affiliate of Seller and are in full force and effect and are enforceable by against Seller prior to Closing and by Purchaser upon and after Closing.. Neither Seller, noror its applicable Affiliate and, to Seller’s Knowledge, any each other partyparty thereto, is in material breachaccordance with their terms, violation ofsubject to bankruptcy, insolvency, moratorium, reorganization or default undersimilar Laws affecting the rights of creditors generally and the availability of equitable remedies. Seller or its applicable Affiliate has performed all obligations required to be performed by it to date under the Assumed Contracts, and to the Knowledge of Seller, no event has occurred which, neither Seller nor its applicable Affiliate is or will be (with the or without notice or lapse of time or the giving of noticetime, or both, is reasonably likely to result ) in a breach or violation by Seller or such default in any respect thereunder and, to Seller’s Knowledge, no other party ofto any Assumed Contract is or will be (with or without notice or lapse of time, or both) in breach or default under, in any respect thereunder. Neither Seller nor any of its Affiliates has received any notice of intention to terminate any Assumed Contract or of any claim of breach with respect to the performance of Seller’s (or its applicable Affiliate’s) obligations under any Assumed Contract, and there are no existing disputes or claims of default relating thereto, or any facts or conditions Known to Seller which, if continued, will result in a material default or claim of default thereunder. Seller has not received any written or, to the Knowledge of Seller, oral notice of the intention of any party to terminate, cancel, amend or not renew any Assumed Contract. Except as set forth in Section 1.7, no consents are necessary for the effective assignment to and assumption by Purchaser of any of the Assumed Contracts including but not limited to the lease on the Premises. Seller has furnished or made available to Purchaser true and complete copies of all Assumed Contracts and descriptions of all material terms of Assumed Contracts that are not in writing, including any amendments, waivers or other changes thereto.

Assumed Contracts. (a) Other There are no Contracts, other than the Assumed Contracts, no existing contracts (i) to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates is bound, in either case, that (A) were entered into in connection with Seller shall be assumed by Purchaser, without specific, individual, written consent by Purchaserthe Business or (B) are related to the Business or (ii) to which any of the Purchased Assets are subject. (b) Seller shall provide Purchaser a list has made available to Buyer true, accurate and complete copies of all existing contracts on Schedule 3.9(b). Except for the Assumed Contracts, Seller is not a party to or otherwise bound by the terms of any material contract, agreement or obligation, written or oral, affecting the Business or the Assets. Seller shall separately identify each Assumed Contract (i) pursuant to which any other party is granted “most favored party” rights of any type or scope, or containing any non-solicitation or non-competition covenants or other restrictions relating to the Business or that limits the freedom of Seller to engage or participate, or compete with any other Person, in any line of business, market or geographic area, or to make use of any Transferred Intellectual Property, (ii) that is an IP Agreement, (iii) that imposes on Seller payment obligations (contingent or otherwise) in excess of $5,000 per annum, (iv) that provides for payments to Seller in excess of $5,000 per annum, (v) that constitutes a partnership or joint venture agreement, (vi) that evidences outstanding Indebtedness which constitutes an Asset and (vii) that is a Lease. (c) Assumed Contracts (if any) and any Contracts listed on Schedule 3.6(a)), including all amendments, modifications and waivers relating thereto. The Assumed Contracts are validlegal, valid and binding agreements of Seller or an Affiliate of Seller and are in full force and effect and are enforceable by against Seller prior to Closing and by Purchaser upon and after Closing.. Neither Seller, noror its applicable Affiliate and, to Seller’s Knowledge, any each other partyparty thereto, is in material breachaccordance with their terms, violation ofsubject to bankruptcy, insolvency, moratorium, reorganization or default undersimilar Laws affecting the rights of creditors generally and the availability of equitable remedies. Seller or its applicable Affiliate has performed all obligations required to be performed by it to date under the Assumed Contracts, and to the Knowledge of Seller, no event has occurred which, neither Seller nor its applicable Affiliate is or will be (with the or without notice or lapse of time or the giving of noticetime, or both, is reasonably likely to result ) in a breach or violation by Seller or such default in any respect thereunder and, to Seller’s Knowledge, no other party ofto any Assumed Contract is or will be (with or without notice or lapse of time, or both) in breach or default under, in any respect thereunder. Neither Seller nor any of its Affiliates has received any notice of intention to terminate any Assumed Contract or of any claim of breach with respect to the performance of Seller’s (or its applicable Affiliate’s) obligations under any Assumed Contract, and there are no existing disputes or claims of default relating thereto, or any facts or conditions Known to Seller which, if continued, will result in a material default or claim of default thereunder. Seller has not received any written or, to the Knowledge of Seller, oral notice of the intention of any party to terminate, cancel, amend or not renew any Assumed Contract. Except as set forth in Section 1.7, no consents are necessary for the effective assignment to and assumption by Purchaser of any of the Assumed Contracts including but not limited to the lease on the Premises. Seller has furnished or made available to Purchaser true and complete copies of all Assumed Contracts and descriptions of all material terms of Assumed Contracts that are not in writing, including any amendments, waivers or other changes thereto.

Assumed Contracts. (a) Other than the Contracts identified on SECTION 2.1(k)(ix) of the Disclosure Schedule, there are no Contracts used in or held for use in the conduct of the Technology Solutions Segment other than the Assumed Contracts, no existing contracts with Seller shall be assumed by Purchaser, without specific, individual, written consent by Purchaser. (b) Seller shall provide Purchaser With respect to each Assumed Contract: (i) such Assumed Contract is in full force and effect as of the date hereof and constitutes a list legal, valid and binding agreement of all existing contracts on Schedule 3.9(b). Except for the TGI or TGT, as applicable, and Sellers do not have any Knowledge that any Assumed Contracts, Seller Contract is not a party to or otherwise bound by the terms legal, valid and binding agreement of any material contract, agreement or obligation, written or oral, affecting the Business or the Assets. Seller shall separately identify each Assumed Contract (i) pursuant to which any other party is granted “most favored party” rights thereto, subject to the effect, if any, of any type or scope(A) bankruptcy, or containing any non-solicitation or non-competition covenants insolvency, reorganization, fraudulent transfer, moratorium or other restrictions similar laws relating to or affecting the Business rights or that limits remedies of creditors or (B) general principles of equity, regardless of whether asserted in a Proceeding in equity or at law (including the freedom possible unavailability of Seller to engage specific performance or participate, or compete with any other Person, in any line of business, market or geographic area, or to make use of any Transferred Intellectual Property, injunctive relief); (ii) that there is an IP Agreement, no dispute regarding the scope of such Assumed Contract or performance under such Assumed Contract including with respect to any payments to be made or received by any Seller thereunder; and (iii) that imposes on Seller payment obligations (contingent A) to the Knowledge of Sellers, no party to such Assumed Contract is in material breach or otherwise) in excess material default of $5,000 per annumsuch Assumed Contract, (iv) that provides for payments to Seller in excess of $5,000 per annum, (v) that constitutes a partnership or joint venture agreement, (vi) that evidences outstanding Indebtedness which constitutes an Asset and (viiB) no event has occurred that is with notice or lapse of time would constitute a Leasematerial breach or material default thereunder by any Seller under such Assumed Contract, or would permit the modification or premature termination of such Assumed Contract by any other party thereto. (c) Assumed Contracts (if any) are valid, binding Sellers have delivered to Purchaser and in full force and effect and enforceable by Seller prior to Closing and by Purchaser upon and after Closing.. Neither Seller, nor, to Seller’s Knowledge, any other party, is in material breach, violation of, or default under, and to the Knowledge of Seller, no event has occurred which, with the lapse of time or the giving of notice, or both, is reasonably likely to result in a breach or violation by Seller or such other party of, or default under, any Assumed Contract, and there are no existing disputes or claims of default relating thereto, or any facts or conditions Known to Seller which, if continued, will result in a material default or claim of default thereunder. Seller has not received any written or, to the Knowledge of Seller, oral notice of the intention of any party to terminate, cancel, amend or not renew any Assumed Contract. Except as set forth in Section 1.7, no consents are necessary for the effective assignment to and assumption by Purchaser of any of the Assumed Contracts including but not limited to the lease on the Premises. Seller has furnished or made available to Purchaser true Purchaser’s advisors in a data room, complete and complete accurate copies of each Assumed Contract and all Assumed Contracts and descriptions amendments or modifications thereto that exist as of all material terms the date of Assumed Contracts that are not in writing, including any amendments, waivers or other changes theretothis Agreement.

Assumed Contracts. (a) Other than the Assumed Contracts, no existing contracts with Seller shall be assumed by Purchaser, without specific, individual, written consent by Purchaser. (bSchedule 1.1(a) Seller shall provide Purchaser sets forth a complete and correct list of all existing contracts on Schedule 3.9(b). Except for the Assumed Contracts, Seller is not a party to or otherwise bound by the terms of any material contract, agreement or obligation, written or oral, affecting the Business or the Assets. Seller shall separately identify each Assumed Contract (i) pursuant to which any other party is granted “most favored party” rights of any type or scope, or containing any non-solicitation or non-competition covenants or other restrictions relating to the Business or that limits the freedom of Seller to engage or participate, or compete with any other Person, in any line of business, market or geographic area, or to make use of any Transferred Intellectual Property, (ii) that is an IP Agreement, (iii) that imposes on Seller payment obligations (contingent or otherwise) in excess of $5,000 per annum, (iv) that provides for payments to Seller in excess of $5,000 per annum, (v) that constitutes a partnership or joint venture agreement, (vi) that evidences outstanding Indebtedness which constitutes an Asset and (vii) that is a Lease. (c) Assumed Contracts (if any) are valid, binding and in full force and effect and enforceable by Seller prior to Closing and by Purchaser upon and after Closing.. Neither Seller, nor, to Seller’s Knowledge, any other party, is in material breach, violation of, or default under, and to the Knowledge of Seller, no event has occurred which, with the lapse of time or the giving of notice, or both, is reasonably likely to result in a breach or violation by Seller or such other party of, or default under, any Assumed Contract, and there are no existing disputes or claims of default relating thereto, or any facts or conditions Known to Seller which, if continued, will result in a material default or claim of default thereunder. Seller has not received any written or, to the Knowledge of Seller, oral notice of the intention of any party to terminate, cancel, amend or not renew any Assumed Contract. Except as set forth in Section 1.73.7(a) of the Seller Disclosure Schedule, no consents are necessary for the effective assignment to and assumption by Purchaser of any of the Assumed Contracts including but not limited constitute all of the contracts to which Seller or any of its Affiliates is a party or is otherwise bound and that are material to or otherwise relate solely or primarily to the lease on Purchased Assets and/or the PremisesProduct Business. Seller has furnished delivered to or made available to Purchaser true and complete copies of all such Assumed Contracts and descriptions these copies include all terms agreed to between the respective parties. To the extent that an Assumed Contract was made orally or by correspondence (for example emails between the contract parties), Seller has provided to Purchaser a true and substantially complete summary of such oral agreements and/or correspondence outlining all material terms rights and obligations of the parties thereto. All such Assumed Contracts are, as to Seller (and, as to the other parties thereto, to the Knowledge of Seller), legal, valid and binding agreements in full force and effect and enforceable in accordance with their respective terms (subject to applicable bankruptcy moratorium, reorganization, insolvency and similar laws of general application relating to or affecting the rights and remedies of creditors generally and to general equitable principles (regardless of whether in equity or at law)) and, subject to Section 2.9, may be transferred to the Purchaser pursuant to this Agreement and, as of the Closing Date and subject to the provisions of each such Assumed Contract, will continue in full force and effect in each case without the consent, approval, or act, or the making of any filing with, any other party thereto. (b) Seller is not in material breach or default, and no event has occurred that with notice or lapse of time would constitute a material breach or default by Seller permitting termination, modification, or acceleration, under any Assumed Contract. To the actual knowledge of Seller, no other party to any Assumed Contract is in material breach or default under, or has repudiated any material provision of, any Assumed Contract, and, to the actual knowledge of Seller, no event has occurred and no condition or state or facts currently exists which, with time or the giving of notice, or both, would constitute such a material default or breach by such other party. (c) Except as set forth in Section 3.7(c) of the Seller Disclosure Schedule, there are no deferred payment obligations of Seller under an Assumed Contract from the time prior to the Agreement Date, and as of the Closing Date, that are not in writing, including any amendments, waivers or other changes theretounpaid and remain due after the consummation of the transactions contemplated by this Agreement.

Assumed Contracts. (a) Other than Seller has made available to Buyer true, correct and complete copies of all Assumed Contracts and true, correct and complete descriptions of all material terms of any oral provisions of any Assumed Contract. With respect to each of the Assumed Contracts, no existing contracts with Seller shall be assumed by Purchaseras of the Closing Date, without specific, individual, written consent by Purchaser. (b) Seller shall provide Purchaser a list of all existing contracts except as set forth on Schedule 3.9(b). Except for the Assumed Contracts, Seller is not a party to or otherwise bound by the terms of any material contract, agreement or obligation, written or oral, affecting the Business or the Assets. Seller shall separately identify each Assumed Contract 4.5: (i) pursuant to which any other party such Assumed Contract is granted “most favored party” rights of any type or scope, or containing any non-solicitation or non-competition covenants or other restrictions relating to the Business or that limits the freedom of Seller to engage or participate, or compete with any other Person, in any line of business, market or geographic area, or to make use of any Transferred Intellectual Property, (ii) that is an IP Agreement, (iii) that imposes on Seller payment obligations (contingent or otherwise) in excess of $5,000 per annum, (iv) that provides for payments to Seller in excess of $5,000 per annum, (v) that constitutes a partnership or joint venture agreement, (vi) that evidences outstanding Indebtedness which constitutes an Asset and (vii) that is a Lease. (c) Assumed Contracts (if any) are valid, binding and in full force and effect and is the legal, valid and binding obligation of the Company and, to the Knowledge of Seller, of the other parties thereto and enforceable against the Company and, to the Knowledge of Seller , against the other parties thereto in accordance with its terms, except as such enforceability may be limited by Seller prior to Closing bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by Purchaser upon and after Closing.. Neither Seller, nor, to Seller’s Knowledge, any other party, general principles of equity (regardless of whether enforcement is sought in material breach, violation of, a proceeding at law or in equity); (ii) the Company is not in breach or default underunder any such Assumed Contract, and to the Knowledge of Seller, nor is any other party thereunder, and no event has occurred whichthat, with the lapse of time or the giving of notice, notice or both, is reasonably likely to result in would constitute a material breach or violation default by Seller or such the Company or, to the Knowledge of Seller, any other party thereunder, give the Company or any other party thereunder the right to exercise any remedy under, or to accelerate the maturity or performance of, or default payment under, or to cancel, terminate or modify, any such Assumed Contract, and there are no existing disputes Contract (including to the Knowledge of Seller as a result of COVID-19 or claims of default relating theretoCOVID-19 Measures), or cause the creation of any facts or conditions Known Lien on any of the Company’s assets; and (iii) no party to Seller which, if continued, will result in a material default or claim any of default thereunder. Seller such Assumed Contracts has not received any given written notice or, to the Knowledge of Seller, oral notice of any dispute with respect to such Assumed Contract or of its intention to cancel or terminate any such Assumed Contract or to decrease, limit or modify the intention of goods or services purchased from, or provided to, the Company under any party to terminate, cancel, amend or not renew any such Assumed Contract. Except as set forth in Section 1.7, no consents are necessary for the effective assignment or any desire to and assumption by Purchaser of any of the renegotiate such Assumed Contracts including but not limited to the lease on the Premises. Seller has furnished or made available to Purchaser true and complete copies of all Assumed Contracts and descriptions of all material terms of Assumed Contracts that are not in writing, including any amendments, waivers or other changes theretoContract.

Assumed Contracts. (a) Other than the Assumed Contracts, no existing contracts with Seller shall be assumed by Purchaser, without specific, individual, written consent by Purchaser. (b) Seller shall provide Purchaser a list of all existing contracts on Schedule 3.9(b)contracts. Except for the Assumed Contracts, Seller is not a party to or otherwise bound by the terms of any material contract, agreement or obligation, written or oral, affecting the Business or the Assets. Seller Purchaser shall separately identify each Assumed Contract (i) pursuant to which any other party is granted “most favored party” rights of any type or scope, or containing any non-solicitation or non-competition covenants or other restrictions relating to the Business or that limits the freedom of Seller to engage or participate, or compete with any other Person, in any line of business, market or geographic area, or to make use of any Transferred Intellectual Property, (ii) that is an IP Agreement, (iii) that imposes on Seller payment obligations (contingent or otherwise) in excess of $5,000 per annum, (iv) that provides for payments to Seller in excess of $5,000 per annum, (v) that constitutes a partnership or joint venture agreement, (vi) that evidences outstanding Indebtedness which constitutes an Asset and (vii) that is a Lease. (c) Assumed Contracts (if any) are valid, binding and in full force and effect and enforceable by Seller prior to Closing and by Purchaser upon and after Closing.. Seller. Neither Seller, nor, to Seller’s Knowledge, any other party, is in material breach, violation of, or default under, and to the Knowledge of Seller, no event has occurred which, with the lapse of time or the giving of notice, or both, is reasonably likely to result in a breach or violation by Seller or such other party of, or default under, any Assumed Contract, and there are no existing disputes or claims of default relating thereto, or any facts or conditions Known to Seller which, if continued, will result in a material default or claim of default thereunder. Seller has not received any written or, to the Knowledge of Seller, oral notice of the intention of any party to terminate, cancel, amend or not renew any Assumed Contract. Except as set forth in Section 1.7, no consents are necessary for the effective assignment to and assumption by Purchaser of any of the Assumed Contracts including but not limited to the lease on the PremisesContracts. Seller has furnished or made available to Purchaser true and complete copies of all Assumed Contracts and descriptions of all material terms of Assumed Contracts that are not in writing, including any amendments, waivers or other changes thereto.