Common use of Status of Contracts Clause in Contracts

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 Section 5.16 of the Disclosure Schedule and for events of default arising as a result of the FilingSCHEDULE 5.21, each of the leases, contracts and other agreements listed in SCHEDULES 5.11, 5.14, 5.15, 5.18 and 5.20 (collectively, the "Seller Agreements (iAgreements") to the knowledge of Sellers, constitutes a valid and binding obligation of each Seller that is a party thereto and, to the parties Sellers' knowledge, each other party thereto and (ii) is in full force and effect and, subject to the cure of defaults pursuant to Section 2.6 and (except as set forth in SCHEDULE 5.3 and except for those Seller Agreements that 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, ) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect upon such transferthereafter, 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 Each Seller has fulfilled and performed their its respective obligations under each of the Seller AgreementsAgreements to which it is a party, and except for events of default arising as a result of the Filing, Sellers or their Affiliates are not no Seller is in, or, to the knowledge of Sellers, or alleged to be in, breach or default underunder any of the Seller Agreements to which such Seller is a party, nor is there or, to the knowledge of Sellers, or is there alleged to be any basis for termination of, any of the Seller Agreements, Agreements and, to the knowledge of Sellers' knowledge, no other party to any of the Seller Agreements has breached or defaulted thereunder, and and, to the Sellers' knowledge, no event has occurred and no condition or state of facts exists thatwhich, with the passage of time or the giving of notice or both, would constitute such a default or breach by Sellers such Seller or any of their Affiliates or, to the knowledge of Sellers, by any such other party. Neither Sellers nor any of their Affiliates are No Seller is currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Sellers have made available to Buyer true Complete and correct copies of each of the Seller AgreementsAgreements have heretofore been delivered to Buyer by Sellers.

Status of Contracts. Except as set forth in Section 5.16 As of the Disclosure Schedule and for events of default arising as a result of the Filingdate hereof, each of the Seller Agreements (i) to the knowledge of Sellers, constitutes a valid and binding obligation Contracts listed in Section 5.13 of the parties thereto and Parent/Seller Disclosure Letter (iicollectively, the “Material Contracts”) is in full force and effect and is a valid and binding agreement enforceable against Seller or such relevant Subsidiary and, subject to the cure Knowledge 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 Seller, any other party thereto in accordance with its terms, other than those Material Contracts the provisions hereof, may failure of which to be transferred to Buyer pursuant to this Agreement and will continue in full force and effect upon such transferor valid and binding would not, individually or in the aggregate, reasonably be expected to be material to the Business. Seller, the Asset Transferors and the Acquired Companies (in each case without breaching case, solely with respect to 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 Business) are not in, or, to the knowledge Knowledge of SellersSeller, alleged to be in, and to the Knowledge of Seller, no other party to any Material Contract is in or alleged to be in, breach or default underunder any of the Material Contracts other than such breaches or defaults that would not, nor is there individually or in the aggregate, reasonably be expected to be material to the Business. Between the Lookback Date and the date hereof, none of Seller, the Asset Transferors, the Acquired Companies or, to the knowledge Knowledge of Sellers, is there alleged to be any basis for termination ofSeller, any of the Seller Agreements, and, to the knowledge of Sellers, no other party to any Material Contract has provided or received any notice (whether written or oral) of any intention to terminate or seek renegotiation of, any Material Contract, except as would not, individually or in the Seller Agreements has breached or defaulted thereunderaggregate, 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, reasonably be expected to be material to the knowledge of Sellers, by any such other partyBusiness. 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 has made available to Buyer true correct and correct complete copies of each Material Contract (including all material modifications, amendments and supplements thereto) in effect as of the date hereof. Notwithstanding the foregoing, Seller Agreementsshall be permitted to make available to Buyer correct and complete copies of Specified IP Contracts included in the Disclosure Letter Update within thirty (30) days after the date of this Agreement, and the failure to have made such Specified IP Contracts available to Buyer on or prior to the date of this Agreement shall not be deemed to be a breach of this Section 5.14.

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 Filing3.12 or in any other Schedule hereto, each of the Seller Agreements (i) to the knowledge of Sellerscontracts, leases or other agreements set forth on Schedule 3.12 constitutes a valid and binding obligation of the Debtor or any of its Subsidiaries party thereto and, to the Knowledge of the Debtor, the other parties thereto (subject to bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors' rights generally) and (ii) is in full force and effect and, (subject to bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the cure enforcement of defaults pursuant creditors' rights generally) except where the failure of such contracts, leases or other agreements to Section 2.6 and except for those Seller Agreements that by their terms will expire prior to the Closing Date be binding 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 would not individually or resulting in the forfeiture aggregate have a Material Adverse Effect. The Debtor 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 Subsidiary 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 Debtor party thereto has fulfilled and performed their respective in all material respects its obligations under each of such contracts, leases or other agreements to which it is a party except where the Seller Agreementsfailure to fulfill or perform such obligations would not individually or in the aggregate have a Material Adverse Effect, and except for events of default arising as a result of the Filing, Sellers or their Affiliates are is not in, or, to the knowledge of Sellers, or alleged to be in, breach or default underunder any such contract, nor is there orlease or other agreement and except for such breaches or defaults as would not individually or in the aggregate have a Material Adverse Effect, to the knowledge of Sellers, is there alleged to be any basis for termination of, any Knowledge of the Seller Agreements, and, to the knowledge of SellersDebtor, no other party to any of the Seller Agreements such contracts, leases or other agreements has breached or defaulted thereunder, and no event has occurred and no condition or state of facts exists thatwhich, with the passage of time or the giving of notice or both, would constitute such a default or breach by Sellers the Debtor or any Subsidiary of their Affiliates the Debtor party thereto except for such breaches or defaults as would not individually or in the aggregate have a Material Adverse Effect or, to the knowledge Knowledge of Sellersthe Debtor, by any such other party. Neither Sellers nor any There are no oral contracts material to the operation of their Affiliates are currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunderKAZA-TV. Sellers have made available to Buyer true and correct copies Copies of each of the Seller Agreementscontracts, leases or other agreements set forth on Schedule 3.11, together with all amendments thereto, to the extent and in the form that any such contracts, leases or other agreements (or amendment thereto) is in the possession of the Debtor or Subsidiary of the Debtor party thereto, have heretofore been delivered or made available to AIC by the Debtor.

Status of Contracts. Except as set forth in Section 5.16 Each of the Disclosure Schedule Contracts is valid, binding and for events of default arising as a result of enforceable by the Filing, each of the applicable Seller Agreements (i) to the knowledge of Sellers, constitutes a valid Entity in accordance with its terms and binding obligation of the parties thereto and (ii) is in full force and effect andeffect. There is no existing default or violation by any Seller Entity under any Contract, subject and no event has occurred that (whether with or without notice, lapse of time or both) would constitute a default of any Seller Entity under any Contract. There is no pending or threatened proceeding that would interfere with the quiet enjoyment of any leasehold of which any Seller Entity is lessee or sublessee. All other parties to the cure of defaults pursuant to Section 2.6 and except for those Seller Agreements that by their terms will expire Contracts have consented or, prior to the Closing Date or are otherwise terminated prior Closing, will have consented (where such consent is necessary) to the Closing Date in accordance with consummation of the provisions hereof, may be transferred to Buyer pursuant to transactions contemplated by this Agreement and will continue in full force and effect upon such transferwithout requiring modification of the applicable Seller Entity's rights or obligations under any Contract. Except as would not reasonably be expected to have a Material Adverse Effect on any Seller Entity, in each case without breaching neither the terms thereof or resulting in Company, the forfeiture or impairment Partnership, the LLC nor Seller is aware of any rights thereunder and, except for the Bankruptcy Court Order and the obtaining default by any other party to any Contract or of any consents set forth in Section 5.3 event that (whether with or without notice, lapse of the Disclosure Schedule, without the consent, approval time or act of, or the making of any filing with, both) would constitute a default by any other party. Sellers or their Affiliates have fulfilled and performed their respective party with respect to obligations of that party 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 AgreementsContract, and, to the knowledge of Sellersthe Company, the Partnership, the LLC and Seller, there are no other party to facts indicating that any of the Contracts may be totally or partially terminated or suspended by the other parties. The Seller Agreements has breached Entities are not party to, nor bound by, any contract or defaulted thereunderagreement that (i) except as would not reasonably be expected to have a Material Adverse Effect on any Seller Entity, and no event has occurred and no condition the Company, the Partnership, the LLC or state of facts exists thatSeller can reasonably foresee will result in any loss to a Seller Entity upon the performance thereof (including any liability for penalties or damages, with whether liquidated, direct, indirect, incidental or consequential) or (ii) is not terminable by the passage of time applicable Seller Entity on sixty (60) or the giving of fewer days' notice or bothat any time, 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 Agreementswithout penalty.

Status of Contracts. Except as set forth in Section 5.16 on Schedule 4.30, to the Knowledge of the Disclosure Schedule and for events of default arising as a result of the FilingSeller, each of the Contracts listed on Schedules 2.1(g), 4.14(a) and 4.27(b) (collectively, the "Seller Agreements (iAgreements") to the knowledge of Sellers, constitutes a valid legal, valid, binding and binding enforceable obligation of the parties thereto and (ii) is in full force and effect and, subject to and the cure of defaults pursuant to Section 2.6 transactions contemplated herein shall not have an Adverse Effect on the Seller Ancillary Agreements 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 they shall continue in full force and effect upon such transferimmediately after the Closing with Buyer as a party thereto instead of Seller, 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 Seller has fulfilled and performed their respective its 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 Seller is not in, or, to the knowledge Knowledge of SellersSeller, alleged to be in, breach or default under, nor is there or, to the knowledge of Sellers, Seller is there or is there alleged to be any basis for termination of, any of the Seller Agreements, Agreements and, to the knowledge Knowledge of SellersSeller, no other party to any of the Seller Agreements has breached or defaulted thereunder, and to the Knowledge of Seller no event has occurred and no condition or state of facts exists thatwhich, 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 Seller or, to the knowledge Knowledge of SellersSeller, by any such other party. Neither Sellers nor any of their Affiliates are Seller is not currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Sellers have made available None of the Seller Agreements contains terms unduly burdensome or harmful to Buyer true Buyer, upon assignment to Buyer. True and correct complete copies of each of the Seller AgreementsAgreements have heretofore been delivered to Buyer by Seller.

Status of Contracts. Except as set forth in Section 5.16 of the Disclosure on Schedule and for events of default arising as a result of the Filing5.18, each of the Seller Agreements (i) to the knowledge of Sellers, Agreement constitutes a valid and binding obligation of the parties thereto and (ii) is in full force and effect andand is disclosed on the appropriate Schedule except for those Seller Agreements which, subject to the cure of defaults pursuant to Section 2.6 a provision of this Agreement, need not be disclosed. Except as set forth on Schedule 5.1(C) and except for those Seller Agreements that which by their terms will expire prior to the Closing Date or are otherwise to be terminated prior to the Closing Date in accordance with the provisions hereof, may be transferred to Buyer pursuant to this Agreement and each of the Seller Agreements will continue in full force and effect upon such transferafter the Closing, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder andthereunder, 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 Each Seller has fulfilled and performed their respective its 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 no Seller is in, or, to the knowledge of Sellers, or 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, except where such breach could not reasonably be expected to the knowledge of Sellers, no have a Material Adverse Effect. 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 thatwhich, with the passage of time or the giving of notice or both, would constitute such a default or breach by Sellers any Seller or any of their Affiliates or, to the knowledge of Sellers, by any such other party. Neither There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to Sellers nor under current or completed contracts with any of their Affiliates are currently renegotiating Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation, where in any of such case the Seller Agreements or paying liquidated damages change in lieu of performance thereunder. Sellers any such amount would have made available to Buyer true and correct copies of each of the Seller Agreementsa Material Adverse Effect.

Status of Contracts. Except as set forth on Schedule 5.21 or in Section 5.16 of the Disclosure any other Schedule and for events of default arising as a result of the Filinghereto, each of the Seller Agreements leases, contracts, licenses and other agreements listed on Schedules 5.11, 5.14, 5.15 and 5.20 (icollectively, the "Sellers' Agreements") 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 as set forth on Schedule 5.3 and except for those Seller Sellers' Agreements that 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, ) may be transferred to Buyer Cinram pursuant to this Agreement and will continue in full force and effect upon such transferthereafter, 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 Quixote and DMI have fulfilled and performed their respective obligations under each of the Seller Sellers' Agreements, and except for events of default arising as a result of the Filing, Sellers or their Affiliates Quixote and DMI are not in, or, to the knowledge of Sellers, or alleged to be in, breach or default under, nor is there or, to the knowledge of Sellers, is there any basis or alleged to be any basis for the termination of, any of the Seller Sellers' Agreements, and, to the knowledge of Sellers, ; and no other party to any of the Seller Sellers' Agreements has breached or defaulted thereunder, and no event has occurred and no condition or state of facts exists thatwhich, with the passage after notice or lapse of time or the giving of notice or both, would constitute such a default or breach by Sellers Quixote, DMI or any of their Affiliates or, to the knowledge of Sellers, by any such other party. Neither Sellers Quixote nor any of their Affiliates are DMI is currently renegotiating any of the Seller Sellers' Agreements or paying liquidated damages in lieu of performance thereunder. Sellers have made available None of the Sellers' Agreements contains terms unduly burdensome to Buyer true the Business or is harmful to the Business. Complete and correct copies of each of the Seller AgreementsSellers' Agreements have heretofore been delivered to Parent by Quixote or DMI.

Status of Contracts. Except as Schedule 2.18 is a true and complete list of every Contract and agreement to which Seller is a party, or by which it is bound, obligating Seller to make annual expenditures in excess of $50,000.00 or, if less, are otherwise material to the Business, individually or in the aggregate, including, without limitation, all agreements relating to the borrowing of money (unless otherwise set forth on the Financial Statements), employment and collective bargaining, the purchase of materials, supplies, equipment, machinery, parts, products or services (other than purchase orders in Section 5.16 the ordinary course of business) enabling a third party to distribute Seller's products whether or not such contracts and agreements include items besides the Disclosure Schedule and for events of default arising Contracts (said contracts, agreements, etc. are hereinafter referred to as a result of the Filing, each "Seller Agreements"). Each of the Seller Agreements (i) to the knowledge of Sellers, constitutes a legal, valid and binding obligation of the parties thereto Seller and, to Seller's knowledge, the other party thereto, subject to the Enforceability Exception, 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 hereofeffect, may be transferred to the Buyer (if Buyer so desires) pursuant to this Agreement and will continue in full force and effect upon such transferthereafter, 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 is not in, or, to the knowledge of Sellers, or alleged to be in, breach or default under, nor is there or, to the knowledge of Sellers, or is there alleged to be any basis for termination of, any of the Seller Agreements, Agreements and, to the knowledge of SellersSeller, 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 thatwhich, 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 Seller or, to the of the knowledge of SellersSeller, by any such other party. Neither Sellers nor any of their Affiliates are Seller is not currently renegotiating any of the Seller Agreements or and is not paying liquidated damages in lieu of the performance thereunder. Sellers have made available Seller will use its reasonable efforts to Buyer deliver true and correct complete copies of each of the Seller AgreementsAgreements to Buyer and will deliver each of the Seller Agreements specifically requested by Buyer.

Status of Contracts. Except as set forth in Section 5.16 Each of the Disclosure Schedule leases, contracts and for events of default arising other ------------------- agreements assigned to and assumed by Buyer as a result part of the FilingPurchased Assets under Sections 2.1 and 2.3 and listed on Schedule 2.3(c) (collectively, each of the Seller Agreements (i------------ --- --------------- "Assigned Agreements") 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 transferthereafter in accordance with the terms and conditions thereof, 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, (a) without the consent, approval or act of, or the making of any filing with, any other partyparty and (b) without breaching the terms thereof, giving any party thereto the right to accelerate the terms thereof or to terminate such Assigned Agreement, or resulting in the forfeiture or impairment of any rights thereunder. Sellers or their Affiliates have Seller has fulfilled and performed their respective performed, in all material respects, its obligations under each of the Seller AgreementsAssigned Agreements listed on Schedule 2.3(c), and except for events of default arising as a result of the Filing, Sellers or their Affiliates are Seller is not in, or, to the knowledge of Sellers, or --------------- alleged to be in, material 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, Assigned Agreements and, to the knowledge of SellersSeller's knowledge, no other party to any of the Seller Assigned Agreements listed on Schedule 2.3(c) has breached or defaulted thereunder, and --------------- no event has occurred and no condition or state of facts exists thatwhich, with the passage of time or the giving of notice or both, would constitute such a default or breach by Sellers Seller or any of their Affiliates or, to the knowledge of Sellers, by any such other party. Neither Sellers nor any of their Affiliates are Seller is not currently renegotiating any of the Seller Assigned Agreements listed on Schedule 2.3(c) or paying --------------- liquidated damages in lieu of performance thereunderthereunder other than in accordance with the terms and conditions thereof. Sellers have made available to Buyer true Complete and correct copies of each of the Assigned Agreements listed on Schedule 2.3(c) have heretofore been delivered --------------- to Buyer by Seller AgreementsGroup.

Status of Contracts. (a) Except as set forth in Section 5.16 of the Disclosure Schedule and for events of default arising as a result of the Filing5.18(A) or in any other Schedule hereto, each of the Contracts listed in Schedules 5.10(A), 5.10(B), 5.11(B), 5.12(C), 5.15(B) and 5.17 (collectively, the “Seller Agreements (iAgreements”) to the knowledge of Sellers, constitutes a valid and binding obligation of Sellers and, to the Sellers’ Knowledge, the other parties thereto thereto, and (ii) is in full force and effect and, subject to the cure of defaults pursuant to Section 2.6 express terms and conditions thereof, 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 as set forth in accordance with the provisions hereof, Schedule 5.3) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect upon such transferafter the Closing, 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 AgreementsAgreement, and except for events of default arising as a result of the Filing, Sellers or their Affiliates are not no Seller is in, or, to the knowledge of Sellers, or alleged to be in, breach or default under, nor is there or, to the knowledge of Sellers, or is there alleged to be any basis for termination of, any of the Seller Agreements, and, to the knowledge of Sellers, Agreement and no other party to any of the Seller Agreements Agreement has breached or defaulted thereunder; and, and to the Sellers’ Knowledge, no event has occurred and no condition or state of facts exists thatwhich, with the passage of time or the giving of notice or both, would constitute such a default or breach by Sellers a Seller or any of their Affiliates or, to the knowledge of Sellers, by any such other party. Neither Sellers nor any of their Affiliates are No Seller currently is renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Sellers have made available Except as set forth on Schedule 5.18(A), no Affiliate of a Seller is party to Buyer true or has any rights in any Seller Agreement and no Seller Agreement involves both the Business and other businesses or Affiliates of Seller. Complete and correct copies of each of the Seller AgreementsAgreements have heretofore been delivered to Buyer by Sellers. (b) Except as set forth in Schedule 5.18(B), with respect to any Government Contract: (i) Sellers have not received a written cure notice, a written show cause notice or a written stop work notice, nor has any Seller been notified or, to Sellers’ Knowledge, threatened in writing with termination for default or convenience; and (ii) no Seller has been audited by any Governmental Body, is currently being audited by any Governmental Body and no such audit, to Sellers’ Knowledge, has been threatened by any Governmental Body.

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 Filing4.15 or in any other Schedule hereto, each of the Seller Station Agreements (i) to the knowledge of Sellers, constitutes a valid and binding obligation of the Seller or Subsidiary party thereto and, to the Knowledge of the 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 (ii) is in full force and effect and, (subject to bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the cure enforcement of defaults pursuant creditors' rights generally) except where the failure of such Station Agreement to Section 2.6 and except for those Seller Agreements that by their terms will expire prior to the Closing Date be binding 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 would not individually or resulting in the forfeiture or impairment of any rights thereunder and, except for the Bankruptcy Court Order aggregate have a Material Adverse Effect. The Seller 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 each Subsidiary have fulfilled and performed in all material respects their respective obligations under each of the Seller AgreementsStation Agreements to which they are parties except where the failure to fulfill or perform such obligations would not individually or in the aggregate have a Material Adverse Effect, and except for events of default arising as a result of neither the Filing, Sellers or their Affiliates are not Seller nor any Subsidiary is in, or, to the knowledge of Sellers, or alleged to be in, breach or default underunder any of the Station Agreements and, nor is there orexcept for such breaches or defaults as would not individually or in the aggregate have a Material Adverse Effect, to the knowledge of Sellers, is there alleged to be any basis for termination of, any Knowledge of the Seller Agreements, and, to the knowledge of SellersSeller, no other party to any of the Seller Station Agreements has breached or defaulted thereunder, and no event has occurred and no condition or state of facts exists thatwhich, with the passage of time or the giving of notice or both, would constitute such a default or breach by Sellers the Seller or any of their Affiliates Subsidiary party thereto except for such breaches or defaults as would not individually or in the aggregate have a Material Adverse Effect or, to the knowledge Knowledge of Sellersthe Seller, by any such other party. Neither Sellers nor any of their Affiliates There are currently renegotiating any no oral contracts material to the operation of the Seller Agreements Business or paying liquidated damages in lieu of performance thereunderthe Station. Sellers have made available to Buyer true and correct copies Copies of each of the Seller AgreementsStation Agreements together with all amendments thereto to the extent and in the form that any such Station Agreement (or amendment thereto) is in the possession of the Seller, have heretofore been delivered or made available to the Optionee by the 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 Filing5.21, each of the leases, contracts and other agreements listed in Schedules 5.11, 5.14, 5.15, 5.18 and 5.20 (collectively, the “Seller Agreements (iAgreements”) to the knowledge of Sellers, constitutes a valid and binding obligation of the parties thereto and (ii) and, to the Knowledge of Sellers, 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 as set forth in accordance with the provisions hereof, Schedule 5.3) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect upon such transferthereafter, 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 Each Seller has fulfilled and performed their in all material respects its 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 no Seller is in, or, to the knowledge of Sellers, or alleged by any other party thereto to be in, breach or default in any material respect under, nor is there or, to the knowledge of Sellers, or is there alleged to be any basis for termination of, any of the Seller Agreements, Agreements and, to the knowledge Knowledge of Sellers, no other party to any of the Seller Agreements has breached or defaulted thereunderthereunder in any material respect, and and, to the Knowledge of Sellers, no event has occurred and no condition or state of facts exists thatwhich, 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 No Seller is currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Sellers have made available to Buyer true Complete and correct copies of each of the Seller AgreementsAgreements have heretofore been delivered or made available to Buyer. Sellers have provided Buyer and CNU with true, correct and complete copies of all written reports, audits and compliance investigations conducted by or on behalf of any party to any Seller Agreement regarding Sellers’ compliance with the requirements of such Seller Agreement or applicable Requirements of Law.

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 Filing5.20, each of the Seller Agreements (i) to the knowledge of Sellers, constitutes a valid and binding obligation of Seller or Seller Subsidiary and, to the knowledge of Seller, Seller Subsidiary or the Selling Parties, of the other 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 as set forth in accordance with the provisions hereof, Schedule 5.3) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect upon such transferAgreement, 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 thereunder. Each of Seller 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 Seller Subsidiary has fulfilled and performed their respective in all material respects its 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 neither Seller nor Seller Subsidiary in, or, or to the knowledge of Sellersor Seller, Seller Subsidiary or the Selling Parties, alleged to be in, breach or default under, nor is there ornor, to the knowledge of SellersSeller, Seller Subsidiary or the Selling Parties, is there or is there alleged to be any basis for termination of, any of the Seller Agreements, Agreements and, to the knowledge of SellersSeller, Seller Subsidiary or the Selling Parties, no other party to any of the Seller Agreements has breached or defaulted thereunder, and and, to the knowledge of Seller, Seller Subsidiary or the Selling Parties, no event has occurred and no condition or state of facts exists thatwhich, with the passage of time or the giving of notice or both, would constitute such a default or breach by Sellers Seller, Seller Subsidiary, or any of their Affiliates or, to the knowledge of Sellers, by any such other party. Neither Sellers Seller nor any of their Affiliates are Seller Subsidiary currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Sellers have made available to Buyer true Complete and correct copies of each of the Seller AgreementsAgreements have heretofore been made available 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 Filingon SCHEDULE 4.29, each of the Contracts listed on SCHEDULES 2.1(g), 4.15(a) and 4.27(b) (collectively, the "Seller Agreements (iAgreements") to the knowledge of Sellers, constitutes a valid legal, valid, binding and binding enforceable obligation of the parties thereto Seller and (ii) is in full force and effect and the transactions contemplated herein shall not have an Adverse Effect on the Seller Ancillary Agreements and, subject to despite 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 hereoftransactions contemplated herein, may be transferred to Buyer pursuant to this Agreement and will they shall continue in full force and effect upon such transferimmediately after the Closing with Buyer as a party thereto instead of Seller, 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 Seller has fulfilled and performed their respective its 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 Seller is not in, or, to the knowledge Knowledge of SellersSeller, alleged to be in, breach or default under, nor is there or, to the knowledge of Sellers, or is there alleged to be any basis for termination of, any of the Seller Agreements, Agreements and, to the knowledge Knowledge of SellersSeller, 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 thatwhich, with the passage of time or the giving of notice or both, would constitute such a materially default or breach by Sellers or any of their Affiliates Seller or, to the knowledge Knowledge of SellersSeller, by any such other party. Neither Sellers nor any of their Affiliates are Seller is not currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Sellers have made available To Seller's knowledge, none of the Seller Agreements contains terms unduly burdensome or harmful to Buyer true Buyer, upon assignment to Buyer. True and correct complete copies of each of the Seller AgreementsAgreements 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 Filing3.19 or in any other Schedule hereto, each of the Seller Agreements (i) to the knowledge of Sellers, Station ------------------- ------------- Agreement constitutes a valid and binding obligation of an Emmis Entity and, to the Knowledge of the Emmis Entities, the other parties thereto (subject to bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally) and (ii) is in full force and effect and, (subject to bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the cure enforcement of defaults pursuant to Section 2.6 creditors’ rights generally) and (except as set forth in Schedule 3.3(c) and except for those Seller Station Agreements that which by their terms will expire prior to the --------------- Closing Date or are will be otherwise terminated prior to the Closing Date in accordance with the provisions hereof, hereof or at the direction of Buyer) may be transferred to the Buyer pursuant to this Agreement and will continue be in full force and effect upon 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, 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 Each Emmis Entity has fulfilled and performed their respective in all material respects its obligations under each of the Seller AgreementsStation Agreements to which it is a party, and except for events of default arising as a result of the Filing, Sellers or their Affiliates are not neither Emmis Entity is in, or, to the knowledge of Sellers, or 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, under any of the Seller Agreements, Station Agreements and, to the knowledge Knowledge of Sellersthe Emmis Entities, no other party to any of the Seller Station Agreements has breached or defaulted thereunder, and no event has occurred and no condition or state of facts exists thatwhich, 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 an Emmis Entity or, to the knowledge Knowledge of Sellersthe Emmis Entities, 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 Complete and correct copies of each of the Seller Station Agreements, together with all amendments thereto, have heretofore been delivered or made available to the Buyer by the Emmis Entities.