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

Instruments in Full Force and Effect. The Contracts constituting a part of the Assets (collectively, the “Instruments”) (i) are valid and binding on Seller and in full force and effect, (ii) have not been amended or supplemented in any manner or respect except as disclosed, and (iii) except those Instruments set forth on Schedule 5.13, will be enforceable by the Buyer in accordance with their respective terms upon assignment and assumption. There are no defaults by the Seller thereunder and the Seller knows of no defaults thereunder by any other party thereto, and, to the Seller’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. Except for those Instruments set forth on Schedule 5.13, 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 the Buyer after the Closing without the authorization, consent, approval, permit or licenses of, or filing with, any other Person.