Common use of The Assumed Contracts Clause in Contracts

The Assumed Contracts. To the best knowledge of Seller, Schedule 1.1(h) sets forth an accurate list of the Assumed Contracts. Except as set forth in Schedule 1.1(h) or in Schedule 3.20(a), Seller has made available to Buyer true and correct copies of the Assumed Contracts. Seller represents and warrants with respect to the Assumed Contracts that: (a) Except as expressly set forth on Schedule 3.20(a), the Assumed Contracts constitute valid and legally binding obligations of Seller or Seller Entities and are enforceable against Seller or Seller Entities in accordance with their terms; (b) Each Assumed Contract constitutes the entire agreement by and between the respective parties thereto with respect to the subject matter thereof, except as the Assumed Contract may otherwise state; (c) Except as expressly set forth on Schedule 3.20 (c), all obligations required to be performed by Seller or Seller Entities under the terms of the Assumed Contracts have been performed in all material respects, no act or omission by Seller or Seller Entities has occurred or failed to occur which, with the giving of notice, the lapse of time or both would reasonably constitute a material default under the Assumed Contracts, and each Assumed Contract is now in full force and effect; (d) Except as expressly set forth on Schedule 3.20(d), none of the Assumed Contracts requires consent to the assignment and assumption of such Assumed Contracts by Buyer Entities, and Seller will use commercially reasonable efforts to obtain any required consents prior to the Closing; and (e) Except as expressly set forth on Schedule 3.20(e), the assignment of the Assumed Contracts to and assumption of such Assumed Contracts by Buyer Entities will not result in any penalty or premium, or variation of the rights, remedies, benefits or obligations of any party thereunder.

The Assumed Contracts. To the best knowledge of Seller, Schedule 1.1(h) sets forth an accurate list of With respect to the Assumed Contracts. Except as set forth in Contracts listed on Schedule 1.1(h) or in Schedule 3.20(a2.01(f), Seller has made available to Buyer true and correct copies of the Assumed Contracts, and has given, and will give, the agents, employees, and representatives of Buyer access to the originals of the Assumed Contracts in its possession. Seller represents and warrants with respect to the Assumed Contracts that: (a) Except as expressly set forth on Schedule 3.20(a), the The Assumed Contracts constitute valid and legally binding obligations of Seller or Seller Entities a Wholly Owned Subsidiary and are enforceable against Seller or Seller Entities such Wholly Owned Subsidiary in accordance with their terms; (b) Each Assumed Contract constitutes the entire agreement by and between the respective parties thereto with respect to the subject matter thereof, except as the Assumed Contract may otherwise state; (c) Except as expressly set forth on Schedule 3.20 (c), all All obligations required to be performed by Seller or Seller Entities its Wholly Owned Subsidiary under the terms of the Assumed Contracts have been performed in all performed, no material respectsbreach has occurred under any of the Assumed Contracts, no act or omission by Seller or Seller Entities its Wholly Owned Subsidiary has occurred or failed to occur whichthat, with the giving of notice, the lapse of time time, or both would reasonably constitute a material default under the Assumed Contracts, and each of such Assumed Contract Contracts is now in full force and effect; (d) Except as expressly set forth on Schedule 3.20(d)3.18, none of the Assumed Contracts requires consent to the assignment and assumption of such Assumed Contracts by Buyer Entities, and Seller will use commercially reasonable efforts to obtain any required consents prior to the Closing; and▇▇▇▇▇; (e) Except as expressly set forth on Schedule 3.20(e)3.18, the assignment of the Assumed Contracts to and assumption of such Assumed Contracts by Buyer Entities will not result in any penalty or premium, or variation of the rights, remedies, benefits benefits, or obligations of any party thereunder; and (f) Except as expressly set forth on Schedule 3.18, no Assumed Contract contains a prohibition on competition by Seller or any Affiliate or otherwise restricts the ability of Seller or any Affiliate to engage in any lawful business after Closing.