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) SCHEDULE 2.1(B)(I), SCHEDULE 2.1(B)(III), SCHEDULE 2.1(I)(I), and SCHEDULE 2.1(I)(II)(C) list as of the date hereof all of the Acquired Contracts. The provisions of this Section 4.18 shall apply to all Acquired Contracts entered into following the date of this Agreement.
(b) Each of the Acquired Contracts is valid, binding, and in full force and effect on Seller or L&R and to the Knowledge of Seller is valid, binding, and in full force and effect on third parties to the Acquired Contract. Except as set forth on the relevant Schedules to this Agreement, if applicable, no Acquired Contract has been amended or supplemented in any way and neither Seller nor L&R has and to the Knowledge of Seller no party no third party thereto has, assigned any of its rights or delegated any of its duties thereunder. True and complete copies of the Acquired Contracts have been delivered to Buyer.
(c) Except as set forth on SCHEDULE 4.18, no breach or default exists under any Acquired Contract and no event has occurred with respect thereto that with the lapse of time or action or inaction by Seller or, to the Knowledge of Seller, Partners, or Shareholders, any other party thereto, would result in a breach thereof or a default thereunder. 36
(d) Except as specifically disclosed in SCHEDULE 4.18: (i) since the date of the Financial Statements, no supplier or materialman has indicated that it will stop or decrease the rate of business done with Seller or L&R, except for changes in the ordinary course of the business of Seller or L&R; (ii) Seller and L&R have performed in all material respects the obligations required to be performed by them in connection with the Acquired Contracts and neither Seller nor L&R have been advised of or received any claim of default under any Acquired Contract; (iii) Seller has no present expectation or intention of not fully performing any obligation pursuant to any Acquired Contract; and (iv) there has been no material breach and, to the Knowledge of Seller, there is no anticipated material breach by any other party to any Acquired Contract.
(e) Upon the assignment of each Acquired Contract to Buyer pursuant hereto, and subject to any consent requirements contained therein, all rights of Seller, Livermore or Rohnert with respect to each Acquired Contract will inure to Buyer and each Acquired Contract will be enforceable by Buyer in the same manner as such Acquired Contract is enforceable by Seller.
(f) The assignment to Buyer of all of Seller's r...
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 such Closing Time and are not Current Liabilities assumed pursuant to Section 3.1(b) or (y) are the result of any breach or default of Seller thereunder.
Acquired Contracts. 24 4.15 Warranties................................................................ 25 4.16
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. Except as disclosed in Schedule 4.9:
(a) Seller has provided access, or delivered, to Purchaser true and complete copies of all Agent Contracts and Customer Contracts that are in the possession of Seller, which Agent Contracts and Customer Contracts constitute all thereof that are in their possession and cover Voice Services.
(b) Seller is not re-negotiating, and, to Seller's Knowledge, no other party to an Acquired Contract is re-negotiating, any of the material provisions of such Acquired Contract.
(c) Seller has not violated or breached, or committed any default, and, to Seller's Knowledge, no other party to an Acquired Contract has violated or breached, or committed a default under, any Acquired Contract; (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach of any of the provisions of any Acquired Contract, (B) give any party the right to declare a default or exercise any remedy under any Acquired Contract, (C) give any party the right to accelerate the maturity or performance of any Acquired Contract, or (D) give any party the right to cancel, terminate or modify any Acquired Contract; (iii) the Seller has not received any notice or other communications (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach by it of, or default by it under, any Acquired Contract; and (iv) the Seller has not waived any right under any Acquired Contract except, in each case where such violation, breach, or default has been remedied or would not reasonably be expected, individually or in the aggregate, to have material adverse effect on the Gross Revenues under all of the Customer Contracts, taken as a whole.
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. The term "Acquired Contracts" shall mean the Acquired Company Contracts and the Acquired Mortgage Contracts.
Acquired Contracts. Seller has provided to Buyer true, correct and complete copies of all Material Acquired Contracts, together with any amendments or modifications thereto. Each Material Acquired Contract is valid, binding upon Seller and in full force and effect, and neither Seller nor, to Seller’s Knowledge, any other party to any Material Acquired Contract is in material breach thereof or default thereunder and there does not exist any event, occurrence, condition, or act that, with the giving of notice, the lapse of time, or the happening of any further event or condition, would become a material breach or default by Seller under any Material Acquired Contract. As of the date hereof neither Seller nor any Affiliate of Seller has received any written notice of the intention of any party to terminate any Material Acquired Contract. The term “Material Acquired Contract” means, other than Excluded Assets, the (a) the Bulk Agreements and Right of Entry Agreements set forth on Schedule 2.1(d)(iii), (b) Seller’s programming agreements which constitute Acquired Contracts pursuant to Section 2.1(d)(vii), (c) any other Acquired Contract that provides for the payment of aggregate future annual payments or other consideration over the current term of such Acquired Contract to or from Seller in excess of $25,000 and (d) any Acquired Contract, the loss of which would or would reasonably be expected to have a Material Adverse Effect.
