6Assumed Contracts Sample Clauses
6Assumed Contracts. (a) Except as set forth in Section 3.1.6 of the Seller Disclosure Schedule, as of the date of this Agreement, there are no Contracts, other than the Assumed Contracts, (i) to which Seller is bound that are exclusively related to the Specified Programs or (ii) to which any of the Transferred Assets are subject.
(b) The Assumed Contracts are legal, valid and binding agreements of Seller and are in full force and effect and are enforceable against Seller and, to Seller’s Knowledge, each other party thereto, in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general application affecting or relating to the enforcement of creditors rights generally, and subject to equitable principles of general applicability, whether considered in a proceeding at Law or in equity. Seller has performed all material obligations required to be performed by it to date under the Assumed Contracts, and Seller is not and will not be (with or without notice or lapse of time, or both) in breach or default in any material respect thereunder and, as of the date of this Agreement, to Seller’s Knowledge, no other party to any Assumed Contract is (with or without notice or lapse of time, or both) in breach or default in any material respect thereunder. As of the date of this Agreement, Seller has not received any written notice of intention to terminate any Assumed Contract or of any claim of material breach with respect to the performance of Seller’s obligations under any Assumed Contract.
6Assumed Contracts. 22 Section 3.7Compliance with Law 22 Section 3.8Litigation 22 Section 3.9Taxes 22 Section 3.10Regulatory Matters 23 Section 3.11Inventory 25 Section 3.12Relationships with Suppliers 25 Section 3.13Brokers and Other Advisors 25 Section 3.14Insurance 25 Section 3.15.Adequate Consideration; Solvency 25 Section 3.16Related Party Transactions 26 Section 3.17Anticorruption Matters 26 Section 3.18No Other Representations and Warranties 27
6Assumed Contracts. Exhibit B the contracts to which Seller is a party which will be assigned to and assumed by Buyer, true and correct copies of which have previously been furnished to Buyer. The Assumed Contract is valid and binding on the Seller and, to the Knowledge of Seller, or the other party thereto, and are in full force and effect, except where enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors’ rights generally. Seller has not received notice from any party to any Assumed Contract of such party’s intention or desire to terminate or modify any such Assumed Contract in any respect. Neither the Seller nor, to the Knowledge of Seller, any other party is in breach of any of the terms or covenants of any Assumed Contract. Seller has the full legal power and authority to assign the Assumed Contracts to Buyer in accordance with this Agreement on terms and conditions no less favorable than those in effect on the Effective Date, and such assignment will not affect the validity, enforceability and continuity of any such Assumed Contract. No consent, approval, or authorization of any third party other than from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Managing Member and authorized representative of VeraClaim is required for the assignment of the Assumed Contracts to Buyer in accordance with this Agreement.