Acquired Contracts. (a) Except for the Acquired Contracts, each Seller is not bound or affected by any of the following: (i) franchise Contracts; (ii) area development Contracts; (iii) Contracts granting any Person an Encumbrance on or against any of the Acquired Assets; (iv) Contracts limiting the freedom of such Seller to engage or compete in any activity, or to use or disclose any information in their possession; (v) Contracts pertaining to the use by such Seller of any Intellectual Property of any other Person, or the Acquired Intellectual Property by any other Person; or (vi) Contracts that require payment of any kind to such Seller.
(b) Each Seller has delivered to Buyer true and complete copies of each of the Acquired Contracts to which such Seller is a party, including any amendments thereto (or, in the case of oral Acquired Contracts, true and complete written summaries thereof), and true and complete copies of all standard form Contracts included in the Acquired Contracts. Except as described in Schedule 5.5: (i) each of the Acquired Contracts is valid, in full force and effect, and enforceable in accordance with its terms against the parties thereto other than such Seller, subject to laws of general application in effect affecting creditors’ rights and subject to the exercise of judicial discretion in accordance with general equitable principles, and such Seller has fulfilled when due, or has taken all action necessary to enable it to fulfill when due, all of its obligations thereunder; (ii) there has not occurred any default (without regard to lapse of time, the giving of notice, the election of any Person other than such Seller, or any combination thereof) by such Seller nor, to the knowledge of such Seller, has there occurred any default (without regard to lapse of time, the giving of notice, the election of such Seller, or any combination thereof) by any Person other than such Seller under any of the Acquired Contracts; and (iii) none of the Sellers nor, to the knowledge of any Seller, any other Person is in arrears in the performance or satisfaction of its obligations under any of the Acquired Contracts, and no waiver or indulgence has been granted by any of the parties thereto.
Acquired Contracts. (a) Each of the Acquired Contracts represents a valid and binding obligation of one or more of the Sellers and/or its Affiliate(s) party thereto and, to the knowledge of the Sellers, each other party thereto, and is enforceable against such Seller and/or its Affiliate and, to the knowledge of the Sellers, each other party thereto, in accordance with its terms, and is in full force and effect, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at Law). None of the Sellers or any of their respective Affiliates is in material breach of or material default under any of the Acquired Contracts and, to the Sellers’ knowledge, no other party thereto is in material breach of or material default under any Acquired Contract, and none of the Sellers or any of their respective Affiliates have given or received written or, to the Sellers’ knowledge, unwritten notice to or from any party to an Acquired Contract relating to any such alleged breach or default. None of the Sellers or any of their respective Affiliates has received any written or, to the Sellers’ knowledge, unwritten notice that a party to any Acquired Contract intends to cancel, withdraw, modify or amend such Acquired Contract, nor have the Sellers or any of their respective Affiliates given such a written notice to a party to any Acquired Contract. True and complete copies of all Acquired Contracts (including all schedules, exhibits, appendices, amendments, modifications and waivers relating thereto) have been made available to Purchaser or its advisors with respect to the transactions contemplated by this Agreement, except (x) to the extent such Contracts have been redacted to (A) enable compliance with Laws relating to antitrust or the safeguarding of data privacy or (B) exclude commercially sensitive financial information or (y) as expressly indicated on Schedule 1.1(b) of the Disclosure Schedules. This Section 4.6(a) shall not apply to the Aclidinium Agreements.
(b) Each of the Aclidinium Agreements represents a valid and binding obligation of one or more of the Sellers and/or its Affiliate(s) party thereto, and is enforceable against such Seller and/or its Affiliate in accordance with its terms, and is in full force and effect, subject to (i) the effects of bankruptcy, i...
Acquired Contracts. 24 4.15 Warranties................................................................ 25 4.16
Acquired Contracts. All of Seller’s liabilities, responsibilities and obligations under the Acquired Contracts, except to the extent such liabilities (x) relate to any period prior to the Closing Time and are not Current Liabilities assumed pursuant to Section 3.1(b) or (y) are the result of any breach or default or alleged breach or default of Seller thereunder.
Acquired Contracts. All of the Contracts and Permits used by Seller or held for use by Seller in the Business, including the following (the “Acquired Contracts”):
(i) [reserved];
(ii) All leases of Seller relating to the Equipment described in Section 2.1(c);
(iii) All agreements of Seller with customers of the Business for video services, including the bulk agreements with the parties set forth on Schedule 2.1(d)(iii) (the “Bulk Agreements”) and all Right of Entry Agreements of Seller for multi-unit dwellings and other bulk customers of the Business;
(iv) All unfilled service orders for services to customers or prospective customers of the Business;
(v) All material agreements of Seller with agent(s) for the sale of advertisements for the Business (Schedule 2.1(d)(v) contains a narrative description of such agreements);
(vi) [reserved];
(vii) Only those programming contracts, affiliation agreements, retransmission consent agreements and similar agreements between Seller and Third Parties that are specifically set forth on Schedule 2.1(d)(vii);
(viii) All easements, rights of way and other access agreements with Third Parties owned by Seller and used or held for use by Seller in the System;
(ix) All other agreements with Third Parties used by Seller or held for use by Seller in the Business, including those set forth on Schedule 2.1(d)(ix) (which is a list of such other agreements, other than such agreements that are Excluded Assets, which require expenditures in excess of $25,000 annually or at one time); and
(x) All letters of intent and agreements under negotiation with potential customers of the Business (including potential bulk customers).
Acquired Contracts. All rights and benefits of Seller in, to or ------------------ under those agreements, contracts and purchase orders listed or described on Schedule 1.01(d) attached hereto (the "Acquired Contracts"). ----------------
Acquired Contracts. From and after the Closing Date, Purchaser shall perform its obligations under the Acquired Contracts in a manner which will not adversely affect Seller's ability to collect its accounts receivable applicable to such Acquired Contracts.
Acquired Contracts. Seller has delivered to Buyer a correct and complete copy of each written Acquired Contract (as amended to date) and a written summary setting forth the terms and conditions of each oral Acquired Contract, if any. With respect to each such Acquired Contract: (i) it is a legal, valid, binding and enforceable contract, and in full force and effect, as against Seller and, to the Knowledge of Seller, each other party thereto, subject to bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship and similar laws relating to the rights and remedies of creditors, as well as to general principles of equity; (ii) it will continue to be such a legal, valid, binding and enforceable contract, and in full force and effect, as against Seller and, to the Knowledge of Seller, each other party thereto on identical terms following the consummation of the transactions contemplated hereby, (iii) neither Seller nor, to the Knowledge of Seller, each other party thereto is in breach or default thereunder and no event has occurred that with notice or lapse of time, or both, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder, and (iv) neither Seller, nor to Seller’s Knowledge, any other party thereto has repudiated any provision thereof.
Acquired Contracts. The term “Acquired Contracts” means all contracts that are part of the Buyer’s bid for the Assets that are ultimately assumed by the Seller and assigned by the Seller to the Buyer pursuant to the Approval Order.
Acquired Contracts. 12 5.12 Insurance..................................................12 5.13 Litigation.................................................13 5.14
