Common use of Instruments in Full Force and Effect Clause in Contracts

Instruments in Full Force and Effect. Possession under Leases. The ------------------------------------------------------------- Scheduled Contracts, (collectively "Instruments") are valid, binding and in full force and effect, have not been amended or supplemented in any manner or respect which singly or in the aggregate would result in a Material Adverse Effect except as disclosed in Appendix 1.02(c)(10) to Seller and ------ -------------------- Corporation to be Sold's Disclosure Letter will be enforceable by Corporation to be Sold or its assignees in accordance with their respective terms, except as may be limited by bankruptcy, reorganization, fraudulent ------ conveyance, insolvency and similar laws of general application relating to or affecting the enforcement of rights of creditors and subject to general principles of equity. There are no defaults by Corporation to be Sold thereunder and Corporation to be Sold knows of no defaults thereunder by any other party thereto, and, to Seller and Corporation to be Sold's knowledge, no event has occurred that with the lapse of time or action or inaction by any party thereto would result in a violation thereof or a default thereunder. Subject to any required third party consents, none of the rights under the Instruments will be impaired by the consummation of the transactions contemplated by this Agreement, and all such rights will inure to and be enforceable by Purchaser after the Effective Time of Closing without the authorization, consent, approval, permit or licenses of, or filing with, any other Person. Corporation to be Sold enjoys peaceful and undisturbed possession under all leases included in the Scheduled Leases.

Instruments in Full Force and Effect. Possession under LeasesThe Ordinary Course Agreements constitute all contracts, agreements and understandings with third parties required for the operation of the Business after the Closing as contemplated by this Agreement. The ------------------------------------------------------------- Scheduled ContractsOrdinary Course Agreements and other material commitments, agreements and obligations (collectively "including without limitation licenses, royalties, assignments and similar agreements with respect to the Proprietary Rights) constituting a part of the Purchased Assets (the “Instruments"”) are valid, binding and in full force and effect, have not been amended or supplemented in any manner or respect which singly or in the aggregate would result in a Material Adverse Effect except as disclosed in Appendix 1.02(c)(10) to Seller disclosed, and ------ -------------------- Corporation to be Sold's Disclosure Letter upon assignment and assumption, with applicable consents if necessary, will be enforceable by Corporation to be Sold or its assignees the Buyer in accordance with their respective terms, except as may be limited by bankruptcy, reorganization, fraudulent ------ conveyance, insolvency and similar laws of general application relating to or affecting the enforcement of rights of creditors and subject to general principles of equity. There are no defaults by Corporation to be Sold the Seller thereunder and Corporation to be Sold knows of the Seller’s or Forshaw’s Knowledge there are no defaults thereunder by any other party thereto, and, to Seller and Corporation to be Sold's knowledgethe Seller’s or Forshaw’s Knowledge, no event has occurred that with the lapse of time or action or inaction by any party thereto would result in a violation thereof or a default thereunder. Subject to any required third party consents, none None of the rights under the Instruments will be impaired by the consummation of the transactions contemplated by this Agreement, and all such rights will inure to and be enforceable by Purchaser the Buyer after the Effective Time of Closing without the authorization, consent, approval, permit or licenses of, or filing with, any other Person. Corporation There are no renegotiations of, attempts to be Sold enjoys peaceful and undisturbed possession renegotiate or outstanding rights to renegotiate any material amounts paid or payable to Seller under all leases included in the Scheduled Leasescurrent or completed Ordinary Course Agreements.