Subscriber Contracts. The Subscriber Contracts are each in substantially the same form as Exhibit E-1. Each Subscriber Contract was entered into in a bona fide transaction, is a valid and binding agreement of Seller, the performance of which by Seller does not violate any applicable Law. Seller has duly performed all of its obligations under each Subscriber Contract to the extent that such obligations to perform have accrued. To Seller’s knowledge, no material breach or material default, alleged material breach or alleged material default, or event which would (with the passage of time, notice or both) constitute a material breach or material default thereunder by Seller or, to the knowledge of Seller, any other party or obligor with respect thereto, has occurred, or as a result of this Agreement or performance hereof will occur. To Seller’s knowledge, Seller neither has received written notice nor is there a pending claim that it has breached, violated or defaulted under any Subscriber Contract, and to the knowledge of Seller there is no valid basis for any of the foregoing. Seller has not PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. given written notice to any other Person that such Person has breached, violated or defaulted under any Subscriber Contract, and to the knowledge of Seller there is no valid basis for any of the foregoing. Other than the Subscriber Contracts, Seller has no Liabilities with respect to the Subscribers with respect to the Music Now Service.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Napster Inc)