Outstanding Contracts Clause Samples

Outstanding Contracts. 12 SECTION 2.20 Outstanding Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 SECTION 2.21. Intellectual Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 SECTION 2.22. Proprietary Information of Third Parties . . . . . . . . . . . . . . . . . . . . . . . . . 13 SECTION 2.23. Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 SECTION 2.24. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 SECTION 2.25. Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 SECTION 2.26. Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 SECTION 2.27. Broker's or Finder's Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 SECTION 2.28. Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 SECTION 2.29. Accounts Receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 SECTION 2.30. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 SECTION 2.31

Outstanding Contracts. SCHEDULE 2.22 sets forth a description of all existing contracts, agreements, leases, commitments, licenses and franchises, which involve obligations or commitments by either Company or the Partnership of $10,000 or more and are not cancelable by either Company or the Partnership without penalty within 30 days (collectively "Contracts"), whether written or oral, relating to either Company or the Partnership. The Sellers have delivered or made available to the Buyer true, correct and complete copies of all of the Contracts specified on SCHEDULE 2.22 which are in writing, and such schedule sets forth a complete description of all Contracts which are not in writing. All of the Contracts are in full force and effect and enforceable in accordance with their terms, except to the extent that the enforceability thereof may be subject to or affected by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other laws relating to or affecting the rights of creditors generally. Except as set forth on SCHEDULE 2.22, each Company and the Partnership and, to the best knowledge of the Sellers, each other party thereto has materially performed all the obligations required to be performed by it, has received no notice of default and is not in default (with due notice or lapse of time or both) under any of the Contracts. None of the Companies or the Partnership has any present expectation or intention of not fully performing all its obligations under each of the Contracts, and the Sellers have no knowledge of any breach or anticipated breach by the other party to any of the Contracts to which either Company or the Partnership is a party. Except as set forth on SCHEDULE 2.22, none of the Contracts has been terminated; no notice has been given by any party thereto of any alleged default by any party thereunder; and the Sellers are not aware of any intention or right of any party to declare another party to any of the Contracts to be in default. Except as set forth on SCHEDULE 2.22, there exists no actual or, to the best knowledge of the Sellers, threatened termination, cancellation or limitation of the business relationship of either Company or the Partnership by any party to any of the Contracts.

Outstanding Contracts. SCHEDULE 2.22 sets forth a description of all existing contracts, agreements, leases, commitments, licenses and franchises, which involve obligations or commitments by the Company of $10,000 or more and are not cancelable by the Company without penalty within 30 days (collectively "Contracts"), whether written or oral, relating to the Company. The Seller has delivered or made available to the Buyer true, correct and complete copies of all of the Contracts specified on SCHEDULE 2.22 which are in writing, and such schedule sets forth a complete description of all Contracts which are not in writing. All of the Contracts are in full force and effect and enforceable in accordance with their terms, except to the extent that the enforceability thereof may be subject to or affected by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other laws relating to or affecting the rights of creditors generally. Except as set forth on SCHEDULE 2.22, the Company and, to the best knowledge of the Seller, each other party thereto has materially performed all the obligations required to be performed by it, has received no notice of default and is not in default (with due notice or lapse of time or both) under any of the Contracts. The Company has no present expectation or intention of not fully performing all its obligations under each of the Contracts, and the Seller has no knowledge of any breach or anticipated breach by the other party to any of the Contracts to which the Company is a party. Except as set forth on SCHEDULE 2.22, none of the Contracts has been terminated; no notice has been given by any party thereto of any alleged default by any party thereunder; and the Seller is not aware of any intention or right of any party to declare another party to any of the Contracts to be in default. Except as set forth on SCHEDULE 2.22, there exists no actual or, to the best knowledge of the Seller, threatened termination, cancellation or limitation of the business relationship of the Company by any party to any of the Contracts.

Outstanding Contracts. 13 SECTION 2.21. Outstanding Leases.............................................................14 SECTION 2.22. Intellectual Properties........................................................14 SECTION 2.23. Proprietary Information of Third Parties.......................................15 SECTION 2.24. Transactions with Affiliates...................................................15 SECTION 2.25. Taxes..........................................................................15 SECTION 2.26. Litigation.....................................................................16

Outstanding Contracts. SCHEDULE 5.21 sets forth a description of all existing contracts, agreements, leases, commitments, licenses and franchises, which involve obligations or commitments by each Company of $10,000 or more and are not cancelable by such Company without penalty within 30 days (collectively "Contracts"), whether written or oral, relating to such Company, except for customer contracts which arose in the ordinary course of business. Each Company has delivered or made available to Parent true, correct and complete copies of all of the Contracts specified on SCHEDULE 5.21 which are in writing, and such schedule sets forth a complete description of all Contracts which are not in writing. All of the Contracts are in full force and effect and enforceable in accordance with their terms, except to the extent that the enforceability thereof may be subject to or affected by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other laws relating to or affecting the rights of creditors generally. Except as set forth on SCHEDULE 5.21, each Company and, to the best knowledge of each Company, each other party thereto has materially performed all the obligations required to be performed by it, has received no notice of default and is not in default (with due notice or lapse of time or both) under any of the Contracts. Neither Company has any present expectation or intention of not fully performing all its obligations under each of the Contracts, and neither Company has any knowledge of any breach or anticipated breach by the other party to any of the Contracts to which such Company is a party. Except as set forth on SCHEDULE 5.21, none of the Contracts has been terminated; no notice has been given by any party thereto of any alleged default by any party thereunder; and neither Company is aware of any intention or right of any party to declare another party to any of the Contracts to be in default. Except as set forth on SCHEDULE 5.21, there exists no actual or, to the best knowledge of either Company, threatened termination, cancellation or limitation of the business relationship of such Company by any party to any of the Contracts.

Outstanding Contracts. As of the Closing Date, there will be no outstanding contracts made by Seller for any improvements to the Property which have not been fully paid for, and Seller will discharge and satisfy all of its obligations and liabilities under the Service Contracts before the Closing Date, except to the extent expressly assumed in writing by Buyer.

Outstanding Contracts. Schedule 4.20 sets forth a description of all existing contracts, agreements, personal property, leases, commitments, licenses and franchises, whether written or oral, relating to the Corporation that require either payments to/or receipts of $7,500 in a twelve (12) month period (collectively the "Contracts"). The Corporation has delivered or made available to the Buyer true, correct and complete copies of all of the Contracts specified on Schedules 4.9 and 4.20 which are in writing, and such schedule sets forth a complete description of

Outstanding Contracts. The Progressive Entities have delivered or made available to the Buyers true, correct and complete copies of all of the existing written contracts, agreements, personal property, leases, commitments, licenses and franchises relating to each of the

Outstanding Contracts. As of the Closing, Seller will have caused no contracts to be in effect in connection with the Real Property or any part thereof except those set forth in Exhibit C and any other contracts that may be terminated without cost to Purchaser on thirty (30) days' notice.