Status of Contracts Clause Samples
The "Status of Contracts" clause defines the legal standing and enforceability of the agreement between the parties. It typically clarifies whether the contract is binding, the date it becomes effective, and may specify if it supersedes any prior agreements or understandings. For example, it might state that only the written contract governs the relationship, excluding previous negotiations or informal arrangements. This clause ensures that all parties are clear about which documents constitute the official agreement, thereby preventing disputes over conflicting terms or misunderstandings about the contract's validity.
POPULAR SAMPLE Copied 9 times
Status of Contracts. Except as set forth in Schedule 5.19 or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each of the Contracts listed in Schedules 5.10(B), 5.11(B), 5.12(C) and 5.18 (collectively, the “Company Agreements”) constitutes a valid and binding obligation of the parties thereto and is in full force and effect and (except for those Company Agreements which by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof) will continue in full force and effect after the Closing, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. The Company has fulfilled and performed its obligations under each of the Company Agreements, and the Company is not in, or, to the Knowledge of Seller, alleged to be in, breach or default under, nor is there or, to the Knowledge of Seller, is there alleged to be any basis for termination of, any of the Company Agreements and, to the Knowledge of Seller, no other party to any of the Company Agreements has breached or defaulted thereunder, and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by Seller or, to the Knowledge of Seller, by any such other party. The Company is not currently renegotiating any of the Company Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Company Agreements have heretofore been delivered to Buyer by Seller.
Status of Contracts. Except as set forth in Section 5.16 of the Disclosure Schedule and for events of default arising as a result of the Filing, each of the Seller Agreements (i) to the knowledge of Sellers, constitutes a valid and binding obligation of the parties thereto and (ii) is in full force and effect and, subject to the cure of defaults pursuant to Section 2.6 and except for those Seller Agreements that by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof, may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect upon such transfer, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and, except for the Bankruptcy Court Order and the obtaining of any consents set forth in Section 5.3 of the Disclosure Schedule, without the consent, approval or act of, or the making of any filing with, any other party. Sellers or their Affiliates have fulfilled and performed their respective obligations under each of the Seller Agreements, and except for events of default arising as a result of the Filing, Sellers or their Affiliates are not in, or, to the knowledge of Sellers, alleged to be in, breach or default under, nor is there or, to the knowledge of Sellers, is there alleged to be any basis for termination of, any of the Seller Agreements, and, to the knowledge of Sellers, no other party to any of the Seller Agreements has breached or defaulted thereunder, and no event has occurred and no condition or state of facts exists that, with the passage of time or the giving of notice or both, would constitute such a default or breach by Sellers or any of their Affiliates or, to the knowledge of Sellers, by any such other party. Neither Sellers nor any of their Affiliates are currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Sellers have made available to Buyer true and correct copies of each of the Seller Agreements.
Status of Contracts. Except as set forth in Schedule 2.17 or in any other Schedule hereto, each of the leases, contracts and other agreements listed in Schedules 2.10, 2.13, 2.14 and 2.16 (the "Seller Agreements") constitutes, or upon consummation of the Exchange Transaction will constitute, a valid and binding obligation of Seller and, to the knowledge of Seller, the other parties thereto (subject to bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors' rights and general equity principles) and is, or upon consummation of the Exchange Transaction will be, in full force and effect and (except as set forth in Schedule 2.3 and except for those Seller Agreements which by their terms will expire prior to the Closing Date or will be otherwise terminated prior to the Closing Date in accordance with the provisions thereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. With respect to the Seller Agreements relating to the Owned Stations, Seller has fulfilled and performed its obligations under such Seller Agreements, and Seller is not in, or, to the knowledge of Seller, alleged to be in, breach or default under any such Seller Agreement and, to the knowledge of Seller, no other party to any such Seller Agreement is in breach or default thereunder, and to the knowledge of Seller, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by Seller or by any such other party. With respect to the Seller Agreements relating to the Purchased Stations, (i) each of Seller and, to the knowledge of Seller, Entercom has fulfilled and performed in all material respects its respective obligations, if any, under each such Seller Agreement, (ii) neither Seller nor, to the knowledge of Seller, Entercom is in, or alleged to be in, material breach or material default under any such Seller Agreement, (iii) to the knowledge of Seller, no other party to any such Seller Agreement is in material breach nor material default thereunder, and (iv) no event has occurred and no condition or state of facts exists which, with the passage of time or giving of notice or both, wou...
Status of Contracts. Except as set forth in Schedule 3.15 or in any other Schedule hereto, each of the Contracts listed in Schedule 3.14 and indicated to be an “Assumed Contract” (collectively, the “Station Agreements”) is a legal, valid and binding obligation of a Seller Party and, to the Knowledge of the Seller Parties, the other parties thereto, and is in full force and effect (in each case, subject to applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). The Seller Parties and their Affiliates are not in breach of, or default under, any Station Agreement and, to the Knowledge of the Seller Parties, no other party to any Station Agreement is in breach of, or default under, any Station Agreement, and (ii) to the Knowledge of the Seller Parties, no event has occurred which would result in a breach of, or default under, any Station Agreement (in each case, with or without notice or lapse of time or both). True and complete copies of each of the Station Agreements, together with all amendments thereto, have heretofore been made available to the Buyer by the Seller Parties.
Status of Contracts. Each of the leases, contracts, licenses and other agreements required to be listed on Schedules 5.9, 5.10, 5.11(c), 5.14 or 5.17(a) (collectively, the “Company Agreements”) constitutes a valid and binding obligation of the parties thereto and is in full force and effect and will continue in full force and effect immediately after the Closing, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other Person. The Company has not breached, in any material respect, any of its obligations under each of the Company Agreements, the Company is not in, or, to the Knowledge of the Executives, alleged to be in, breach or default under, nor is there or, to the Knowledge of the Executives, is there alleged to be any basis for termination of, any of the Company Agreements, and, to the Knowledge of the Executives, no other party to any of the Company Agreements has breached or defaulted thereunder, and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by the Company or, to the Knowledge of the Executives, by any other such party. The Company is not currently renegotiating any of the Company Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Company Agreements have heretofore been delivered to Buyer.
Status of Contracts. Except as set forth in Schedule 3.18 or in any other Schedule hereto, each of the leases, contracts and other agreements listed in Schedules 3.10(b), 3.11 and 3.17 applicable to the Stations (provided, in the case of Schedule 3.17, such contract or other agreement is designated therein as an “Assumed Contract”, but excluding the contracts and other agreements designated in Schedule 3.17 as a “Contract Not Assumed,”) (collectively, the “Station Agreements”) constitutes a valid and binding obligation of Seller and, to the Knowledge of Seller, the other parties thereto (subject to bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally) and is in full force and effect (subject to bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally) and (except as set forth in Schedule 3.3 and except for those Station Agreements which by their terms will expire prior to the Closing Date or will be otherwise terminated prior to the Closing Date in accordance with the provisions hereof or at the direction of Buyer) may be transferred to Buyer pursuant to this Agreement and will be in full force and effect at the time of such transfer, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other Person. Except as has not, individually or in the aggregate, had and would not reasonably be expected to have a Material Adverse Effect, (i) Seller is not in breach of, or default under, any Station Agreement and, to the Knowledge of Seller, no other party to any Station Agreement is in breach of, or default under, any Station Agreement, and (ii) to the Knowledge of Seller, no event has occurred which would result in a breach of, or default under, any Station Agreement (in each case, with or without notice or lapse of time or both). Complete and correct copies of each of the Station Agreements, together with all amendments thereto, have heretofore been delivered or made available to Buyer by Seller.
Status of Contracts. 20 (a) Status. . . . . . . . . . . . . . . . . . . . . . . 20 (b) Scale . . . . . . . . . . . . . . . . . . . . . . . 21 (c) Normality . . . . . . . . . . . . . . . . . . . . . 21 (d)
Status of Contracts. All of the Contracts that relate to the Oil and Gas Properties (a) are in full force and effect, and (b) neither Seller nor, to the knowledge of Seller, any other party to the Contracts (i) is in breach of or default, or with the lapse of time or the giving of notice, or both, would be in breach or default, with respect to any of its obligations thereunder to the extent that such breaches or defaults have an adverse effect on the Oil and Gas Properties or (ii) has given or threatened to give notice of any default under or inquiry into any possible default under, or action to alter, terminate, rescind or procure a judicial reformation of any Contract to the extent that such default has an adverse effect on the Oil and Gas Properties.
Status of Contracts. All of the Contracts to be transferred and assigned hereunder to which such Seller is bound, are in full force and effect, and such Seller is not in breach of, or with the lapse of time or the giving of notice, or both, would be in breach of any of its material obligations thereunder, and consummation of the transactions contemplated hereunder will not result in such a breach.
Status of Contracts. Each of the contracts, agreements, commitments and instruments listed on Schedules 3.1.15, 3.1.16, 3.1.17, and 3.1.18 and the agreements described in Section 3.1.14.5 (collectively, the "Contracts") is in full force and effect and is valid, binding and enforceable by Dynamotion in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought. Except as listed in Schedule 3.1.19, there is no existing material default or violation by Dynamotion under any Contract and no event has occurred that (whether with or without notice, lapse of time or both) would constitute a material default of Dynamotion under any Contract. There is no pending or, to the Knowledge of Dynamotion, threatened proceeding that would interfere with the quiet enjoyment of any leasehold of which Dynamotion is lessee or sublessee. Except set forth on Schedule 3.1.19, no consent of the other parties to the Contracts is necessary for the consummation of the transactions contemplated by this Agreement. Complete and accurate copies of all Contracts have been delivered to ESI. To the Knowledge of Dynamotion, there is no default by any other party to any Contract or any event that (whether with or without notice, lapse of time or both) would constitute a material default by any other party with respect to obligations of that party under any Contract, and, to the Knowledge of Dynamotion, there are no facts that exist indicating that any of the Contracts may be totally or partially terminated or suspended by the other parties. Dynamotion has not granted any waiver or forbearance with respect to any of the Contracts. Dynamotion is not a party to, or bound by, any contract or agreement that Dynamotion can reasonably foresee will result in any material loss to Dynamotion upon the performance thereof (including any liability for penalties or damages, whether liquidated, direct, indirect, incidental, or consequential).