Commercial Contracts. The Commercial Contracts have been duly executed by the parties thereto, are valid, binding and enforceable in accordance with applicable laws. The Seller has so far duly discharged its obligations thereunder and is not in breach of any of the Commercial Contracts. No party to any Commercial Contract has notified the Seller that it considers the Seller to be in breach thereof and the Seller has no knowledge or belief that any party to any Commercial Contract is contemplating the breach thereof. The Seller warrants the assignability of the Commercial Contracts, except for those contracts listed in Exhibit L. With reference to the latter contracts: (a) the Seller is not aware of any reason why all the consents, approvals and authorizations necessary for the assignment thereof will not be given by the relevant counterparties; (b) it shall be the Buyer's liability, at its costs and expense, to obtain the necessary consent to succeed to the Seller's rights and duties thereunder; (c) the Seller shall provide its best effort in order to cooperate with the Buyer in the Buyer's efforts to obtain the consent under (a) above.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Graham Packaging Holdings Co), Asset Purchase Agreement (Graham Packaging Holdings Co)
Commercial Contracts. The Commercial Contracts have been duly executed by the parties thereto, are valid, binding and enforceable in accordance with applicable laws. The Seller has so far duly discharged its obligations thereunder and is not in breach of any of the Commercial Contracts. No party to any Commercial Contract has notified the Seller that it considers the Seller to be in breach thereof and the Seller has no knowledge or belief that any party to any Commercial Contract is contemplating the breach thereof. The Seller warrants the assignability of the Commercial Contracts, Contracts except for those contracts listed in Exhibit L. With reference to the latter contracts:
(a) the Seller is not aware of any reason why all the consents, approvals and authorizations necessary for the assignment thereof will not be given by the relevant counterparties;
(b) it shall be the Buyer's liability, at its costs and expense, to obtain the necessary consent to succeed to the Seller's rights and duties thereunder;
(c) the Seller shall provide its best effort in order to cooperate with the Buyer in the Buyer's efforts to obtain the consent under (a) above.
Appears in 2 contracts
Sources: Asset Purchase and Sale Agreement (Graham Packaging Holdings Co), Asset Purchase Agreement (Graham Packaging Holdings Co)