Common use of Absence of Breaches or Defaults Clause in Contracts

Absence of Breaches or Defaults. Except as set forth in Section 2.16 of the Disclosure Schedule, neither the Company nor any of its Subsidiaries is and, to the knowledge of the Company, no other party is in default under, or in breach or violation of, any Contract identified on Section 2.15 of the Disclosure Schedule and, to the knowledge of the Company, no event has occurred which, with the giving of notice or passage of time or both would constitute a default under any Contract identified on Section 2.15 of the Disclosure Schedule, except for defaults, breaches, violations or events which, individually or in the aggregate, would not have a Material Adverse Effect. Other than contracts which have terminated or expired in accordance with their terms, each of the Contracts identified on Section 2.15 of the Disclosure Schedule is valid, binding and enforceable in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered on a proceeding in equity or at law) and an implied covenant of good faith and fair dealing) and is in full force and effect, and assuming all consents required by the terms thereof or applicable law have been obtained, such Contracts will continue to be valid, binding and enforceable in accordance with their respective terms and in full force and effect immediately following the consummation of the transactions contemplated hereby, in each case except where the failure to be valid, binding, enforceable and in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. No event has occurred which either entitles, or would, on notice or lapse of time or both, entitle the holder of any indebtedness for borrowed money affecting the Company or any of its Subsidiaries (except for the execution of this Agreement and the Shareholder Agreements) to accelerate, or which does accelerate, the maturity of any indebtedness affecting the Company or any of its Subsidiaries, except as set forth in Section 2.16 of the Disclosure Schedule.

Absence of Breaches or Defaults. Except as set forth in Section 2.16 2.20 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries subsidiaries is and, to the knowledge of the Company, no other party is in default under, or in breach or violation of, any Contract identified on Section 2.15 of the Disclosure Schedule Contract, Guide Agreement (as defined below) or other content agreement and, to the knowledge of the Company, no event has occurred which, with the giving of notice or passage of time or both would constitute a default under any Contract identified on Section 2.15 of the Disclosure Schedule, or Guide Agreement except for defaults, breaches, violations or events whichwhich could not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Other than contracts Contracts and Guide Agreements which have terminated or expired in accordance with their terms, and except as set forth in Section 2.20 of the Company Disclosure Schedule, each of the Contracts identified on Section 2.15 of the Disclosure Schedule is valid, binding and enforceable in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered on a proceeding in equity or at law) and an implied covenant of good faith and fair dealing) and Guide Agreements is in full force and effect, and assuming all consents required by the terms thereof or applicable law have been obtained, such Contracts and Guide Agreements will continue to be valid, binding and enforceable in accordance with their respective terms and in full force and effect immediately following the consummation of the transactions contemplated hereby, in each case except where the failure to be valid, binding, enforceable and in full force and effect would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No event has occurred which either entitles, or would, on notice or lapse of time or both, entitle the holder of any indebtedness for borrowed money affecting the Company or any of its Subsidiaries subsidiaries (except for the execution of this Agreement and the Shareholder AgreementsAgreement) to accelerate, or which does accelerate, the maturity of any indebtedness affecting the Company or any of its Subsidiariessubsidiaries, except as set forth in Section 2.16 2.20 of the Company Disclosure Schedule.

Absence of Breaches or Defaults. Except as set forth in Section 2.16 of the Disclosure Schedule, neither the The Company nor any of its Subsidiaries is not and, to the knowledge of the Company, no other party is is, in default under, or in breach or violation of, any Contract contract identified on Section 2.15 2.21 of the Disclosure Schedule and, to the knowledge of the CompanyShareholders, no event has occurred which, with the giving of notice or passage of time or both would constitute a default under any Contract contact identified on Section 2.15 2.21 of the Disclosure Schedule, except for defaults, breaches, violations or events which, individually or in the aggregate, would not have a Material Adverse EffectEffect on the Company. Other than contracts which have terminated or expired in accordance with their terms, each of the Contracts contracts identified on Section 2.15 2.21 of the Disclosure Schedule is valid, binding and enforceable in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered on a proceeding in equity or at law) and an implied covenant of good faith and fair dealing) and is in full force and effect, and assuming all consents required by the terms thereof or applicable law have been obtained, such Contracts contracts will continue to be valid, binding and enforceable in accordance with their respective terms and in full force and effect immediately following the consummation of the transactions contemplated hereby, in each case except where the failure to be valid, binding, enforceable and in full force and effect effort would not, individually or in the aggregate, have a Material Adverse EffectEffect on the Company. No event has occurred which either entitles, or would, on notice or lapse of time or both, entitle the holder of any indebtedness for borrowed money affecting the Company or any of its Subsidiaries (except for the execution or consummation of this Agreement and the Shareholder AgreementsAgreement) to accelerate, or which does accelerate, the maturity of any indebtedness affecting the Company or any of its SubsidiariesCompany, except as set forth in Section 2.16 2.22 of the Disclosure Schedule.