Seller Contracts Clause Samples
A Seller Contracts clause defines the obligations and agreements that the seller must enter into as part of a transaction. This clause typically outlines the specific contracts the seller is required to provide or maintain, such as supply agreements, service contracts, or warranties related to the goods or assets being sold. By clearly specifying these requirements, the clause ensures that the buyer receives all necessary contractual assurances and that the seller fulfills their commitments, thereby reducing the risk of disputes and ensuring a smooth transfer of ownership or services.
Seller Contracts. All contracts and agreements, other than ---------------- Governmental Permits and those relating to Real Property, pertaining to the ownership, operation and maintenance of the Assets or the Business or used or held for use in the Business, as described on SCHEDULE 5.6 or, in the case of contracts and agreements relating to Real Property, on SCHEDULE 5.7.
Seller Contracts. All Seller Contracts (other than those ---------------- constituting Excluded Assets) are described on SCHEDULE 5.6 or 5.
Seller Contracts. All contracts, agreements and other arrangements pertaining to the lawful ownership, operation and maintenance of the CATV Systems or used in the CATV Systems, all of which are described in Schedule 1.2; and
Seller Contracts. All Seller Contracts are described on Schedule 3 or Schedule 10. Complete and correct copies of all Seller Contracts have been provided to Buyer. Each Seller Contract is in full force and effect and constitutes the valid, legal, binding and enforceable obligation of Seller and Seller is not and to Seller's knowledge, each other party thereto is not in breach or default of any terms or conditions thereunder.
Seller Contracts. Schedule 1.8 lists all Seller Contracts that are material to the conduct of the Business as it is now conducted. Complete and correct copies of the Seller Contracts as currently in effect have been, or prior to the Closing will be, made available to Buyer. Neither Seller nor, to the Best of Seller's Knowledge, any other party to any Seller Contract is in any material respect in breach of the performance of its obligations under any Seller Contract.
Seller Contracts. 25 5.10 Copyright Compliance......................................... 25 5.11 Financial Statements......................................... 25
Seller Contracts. All rights in, to and under any and all Contracts to which Seller or any of its Subsidiaries is a party or may be bound or receive benefits or receive and/or grant rights in and/or to the Seller Intellectual Property or by which the Purchased Assets or Assumed Liabilities may be affected (collectively, "Seller Contracts"), including those Seller Contracts listed on Schedule 1.1(k)(i); provided, however, that the Seller Contracts listed on Schedule 1.1(k)(ii) shall not be Purchased Assets;
Seller Contracts. Originals of all Seller Contracts;
Seller Contracts. All of the Seller Contracts are described on SCHEDULE 3. Complete and correct copies of all Seller Contracts will be made available to Buyer and Buyer's representatives, for inspection and copying, at Seller's principal office in Seattle, Washington. Such documents constitute the entire agreement with the other party. Each Seller Contract is in full force and effect and constitutes the valid, legal, binding and enforceable obligation of Seller and Seller is not, and to Seller's knowledge, each other party thereto is not, in breach or default of any terms or conditions thereunder. The Seller Contracts (including all contracts relating to Real Property described on SCHEDULE 6) represent all the contracts and agreements necessary to operate the System. Except as described on SCHEDULE 2 (Governmental Permits) and SCHEDULE 3 (Seller Contracts), Seller is not bound or affected by any of the following that relate to the Business: (i) leases of real or personal property; (ii) franchises for the construction, ownership or operation of cable television systems or contracts of substantially equivalent effect; (iii) other licenses, authorizations, consents or permits of the FCC or any other Governmental Authority; (iv) material easements, rights of access, underground conduit agreements, crossing agreements or other interests in real property; (v) pole line or attachment agreements; (vi) multiple dwelling unit agreements, including bulk agreements, and commercial service agreements; (vii) agreements pursuant to which the System receives or provides advertising sales representation services; (viii) agreements pursuant to which the System or Seller has constructed or agreed to construct for third parties an institutional network or otherwise provides to third parties telecommunications services other than one-way video; (ix) construction and development agreements (other than installation agreements where services are provided in the ordinary course of business on an as-needed basis) or (x) Contracts relating to the operation of the Business, that are not terminable by Seller without cost or penalty on not more than ninety (90) days' prior written notice and which require the payment of, or the provision of services worth more than $500 per month. Seller is a party to all Seller Contracts and no Affiliate of Seller is a party to any Seller Contracts. Other than with respect to Seller's limited partnership agreement, the management agreement identified in SCHEDULE 4.2, t...
Seller Contracts. Section 3.7 of the Seller Disclosure Letter ---------------- ----------- contains a comprehensive list of all Seller Contracts, all of which are valid, in full force and effect, and enforceable in accordance with their respective terms (except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies). Neither Seller nor, to Seller's knowledge, any other party to any Seller Contract, is in breach or default in performance of any of their respective obligations thereunder, and no event exists which, with the giving of notice or lapse of time or both, would constitute a breach, default or event of default on the part of Seller or, to Seller's knowledge, on the part of any other party. As of the Effective Date, no party has made a payment to Seller under the Seller Contracts in consideration of performance to be done by Purchaser after the Closing Date.