Common use of Management Contracts Clause in Contracts

Management Contracts. Each Management Contract (i) is in full force and effect, free and clear of Encumbrances and is not subject to any defense, offset, claim, right of rescission or counterclaim by any party thereto, and (ii) is valid, binding and enforceable in accordance with its terms, except as may be limited by the Bankruptcy Exception. No Seller is in material breach or material default under any Management Contract, no other party is in material breach or material default thereunder and no other event has occurred that, with written notice or lapse of time, would constitute a material breach or a material default by Sellers or, to Sellers’ Knowledge, any other party thereunder. Sellers have made available to Purchaser true, correct and complete copies of each Management Contract, and all amendments or modifications thereto. The Books and Records pertaining to all Management Contracts are accurate and correct in all material respects. Schedule 1.7 lists all management contracts and other agreements pursuant to which any Seller provides leasing and asset management services to owners and users of Rail Cars in return for a management or similar fee. Sellers do not have any liabilities or obligations under any Managed Car Lease Contract except as agent for the owner or lessor of any Managed Cars leased pursuant to a Management Contract. Schedule 1.5 lists all of the lease agreements or rental agreements pursuant to which any of the Managed Cars are leased or subleased.