Common use of Seller Contracts Clause in 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, the advertising support services described in SECTION 4.3, and the billing services provided by Northland Cable Services Corporation, Seller has not entered into any contract or other arrangement or transaction with any Affiliate of Seller for the provision of any goods or services used in the operation or conduct of the Business.

Seller Contracts. All (a) Except as specified in Section 3.14(a) of the Seller Disclosure Schedule, and in each case other than any such failure, breach, default, or waiver, as applicable, that, individually or in the aggregate, has not had and would not reasonably be expected to have a Seller Material Adverse Effect, (a) to the Knowledge of the Seller, each of the Seller Contracts are described on SCHEDULE 3. Complete is valid, binding, in full force and correct copies effect, and enforceable by the Seller or the Selling Subsidiaries party thereto, as the case may be, in accordance with its terms (subject to bankruptcy, insolvency, reorganization and other Laws affecting generally the enforcement of all the rights of contracting parties and subject to a court's discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies); (b) neither the Seller nor any Selling Subsidiary, as the case may be, has received any written notice that it is in breach or default in any material respect under any of the Seller Contracts; (c) neither the Seller nor any Selling Subsidiary, as the case may be, has waived any of its material rights under any of the Seller Contracts will be made available or modified any of the material terms thereof; and (d) to Buyer and Buyer's representativesthe Knowledge of the Seller, for inspection and copying, at Seller's principal office in Seattle, Washington. Such documents constitute the entire agreement with the no other party. Each party to any 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 in any terms or conditions respect 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); provided, 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 Businesshowever, that are not terminable by Seller without cost no representation 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 warranty is a party to all Seller Contracts and no Affiliate of Seller is a party to any Seller Contracts. Other than made under this Section 3.14 with respect to Seller's limited partnership agreementthe infringement, misuse or misappropriation of the management Transferred Intellectual Property or the Restricted Patents by third Persons or by the Seller or any Selling Subsidiary. There is no purchase order constituting a Seller Contract that contains any non-competition or similar agreement identified in SCHEDULE 4.2, or commitment that would restrict the advertising support services described in SECTION 4.3, and scope of the billing services provided by Northland Cable Services Corporation, Seller has not entered into any contract or other arrangement or transaction with any Affiliate of Seller for the provision of any goods or services used in the operation or conduct of the BusinessBusiness by the Purchaser and its Subsidiaries. (b) Except as specified in Section 3.14(b) of the Seller Disclosure Schedule, the Seller has provided the Purchaser with a true and correct copy of each Seller Contract.

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 The management agreement identified in SCHEDULE 4.2, the advertising support services described in SECTION 4.3, and the billing services provided by Northland Cable Services Corporation, Seller has not entered into any contract or other arrangement or transaction with any Affiliate of Seller for the provision of any goods or services used in the operation or conduct of the Business.