Common use of Acquired Contracts Clause in Contracts

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) Except for the Acquired Contracts, each Seller is not bound or affected by any of the following: (i) license agreements; (ii) franchise Contracts; (iiiii) area development Contracts; (iiiiv) Contracts development agent agreements; or (v)Contracts granting any Person an Encumbrance on or against any of the Acquired Assets; (ivv) Contracts limiting the freedom of such Seller to engage or compete in any activity, or to use or disclose any information in their possession; (vvi) 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 (vivii) 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) 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 neither Seller 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) Except for the Acquired Contracts, each Seller is not bound or affected by any A. SCHEDULE 1.2 of the following: (i) franchise Contracts; (ii) area development Contracts; (iii) Contracts granting any Person an Encumbrance on or against any Real Property Agreement lists as of the Acquired Assets; (iv) Contracts limiting the freedom date hereof all 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 The provisions of this Section 4.15 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 effecteffect on Sellers and, to the Knowledge of Sellers, is valid, binding, and in full force and effect on third parties to the Acquired Contracts. Except as set forth on the relevant C. Except as set forth on SCHEDULE 4.15, no breach or default exists under any Acquired Contract and, to the Knowledge of Sellers, no event has occurred with respect thereto that with the lapse of time or action or inaction by Sellers or any other party thereto, would result in a breach thereof or a default thereunder. D. Except as specifically disclosed in SCHEDULE 4.15, (1) 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 either Seller, except for changes in the ordinary course of the Hancxxx Xxxmunities Business; (2) Sellers have performed in all respects the obligations which were or are now required to be performed by each in connection with the Acquired Contracts and Sellers have not been advised of or received any claim of default under any Acquired Contract; (3) Sellers have no present expectation or intention of not fully performing any obligation pursuant to any Acquired Contract; and (4) there has been no material breach and, to the Knowledge of Sellers, there is no anticipated material breach by any other party to any Acquired Contract. E. Upon the assignment of each Acquired Contract to Buyers pursuant hereto, and subject to any consent requirements contained therein, all rights of Sellers with respect to each Acquired Contract will inure to Buyers and each Acquired Contract will be enforceable by Buyers in the same manner as such Acquired Contract is enforceable by Sellers. F. The assignment to Buyers of all of Sellers' right, title, and interest in, to and under each Acquired Contract pursuant hereto will be free and clear of any lien except for Permitted Liens. G. Except as set forth in the Acquired Contracts, as of the Closing Date, Sellers will not owe any amount (whether absolute, contingent, or otherwise) with respect to any Acquired Contract, other than amounts incurred in the ordinary course of business consistent with past practices and this Agreement, which amounts will be properly recorded in the Closing Balance Sheet. H. Except as disclosed therein, no Acquired Contract (1) except with respect to Acquired Contracts relating to Real Property requires Sellers to make purchases or pay for services in excess of the requirements of its business, or (2) guarantees any obligation of another person or provides any type of indemnification whatsoever. I. Sellers have paid all rental and other payments due under each personal property lease and real property lease (collectively, the "PROPERTY LEASES") under which any Seller is the lessee in accordance with its terms against terms. With respect to each such Property Lease, Sellers have been in peaceable possession of the parties thereto other than such Sellerbuildings, subject to laws of general application in effect affecting creditors’ rights and subject to the exercise of judicial discretion in accordance with general equitable principlesequipment, and such Seller has fulfilled when duemachinery, Real Property, vehicles, or has taken all action necessary to enable it to fulfill when due, all other tangible property covered thereby since the commencement 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 original term 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.Property Lease. No indulgence,

Acquired Contracts. (a) Except for the Acquired Contracts, each neither 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 either 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 neither such Seller nor, to the knowledge of any such 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) Except for 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, each Seller is not bound or affected by any . The provisions of this Section 4.18 shall apply to all Acquired Contracts entered into following the following: (i) franchise Contracts; (ii) area development Contracts; (iii) Contracts granting any Person an Encumbrance on or against any date 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 Sellerthis Agreement. (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, binding, and in full force and effecteffect 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 right, title, and interest in, to and under each Acquired Contract pursuant hereto will be free and clear of any lien except for Permitted Liens. (g) Except as set forth in the Acquired Contracts, as of the Closing Date, neither Seller, nor L&R will owe any amount (whether absolute, contingent, or otherwise) with respect to any Acquired Contract, other than amounts incurred in the ordinary course of business consistent with past practices and this Agreement, which amounts will be properly recorded in the accounts payable ledger of Seller, Livermore or Rohnert and disclosed in the Closing Balance Sheets. (h) Except as disclosed therein, no Acquired Contract (i) except with respect to Acquired Contracts relating to New Projects and Other Projects requires Seller or L&R to make purchases or pay for services in excess of the requirements of its business, or (ii) guarantees any obligation of another person or provides any type of indemnification whatsoever. (i) Seller and L&R have paid all rental and other payments due under each personal property lease and real property lease (collectively, the "PROPERTY LEASES") under which Seller or L&R are the lessee in accordance with its terms against terms. With respect to each such Property Lease, Seller and L&R have been in peaceable possession of the parties thereto other than such Sellerbuildings, subject to laws of general application in effect affecting creditors’ rights and subject to the exercise of judicial discretion in accordance with general equitable principlesequipment, and such Seller has fulfilled when duemachinery, real property, vehicles, or has taken all action necessary to enable it to fulfill when dueother tangible property covered thereby since the commencement of the original term of such Property Lease. No indulgence, 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 Sellerpostponement, or any combination thereof) by such Seller nor, to the knowledge waiver of such Seller, has there occurred any default (without regard to lapse of time, the giving of notice, the election of such Seller, 's 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 L&R's obligations under any of the Acquired Contracts, and no waiver or indulgence such Property Lease has been granted by any the lessor. Subject to the terms of the parties theretoProperty Leases, Seller and L&R possess full right and power to occupy or possess, as the case may be, all of the buildings, equipment, machinery, real property, vehicles, and other tangible property covered by such Property Leases. 37 (j) With respect to any written or oral agreement, arrangement, commitment, contract, or lease that Seller or L&R enter into, or entered into on behalf thereof, after the date hereof, such agreement, arrangement, commitment, contract, or lease will satisfy all the representations and warranties set forth in this Section 4.18.

Acquired Contracts. (a) Except for the Acquired ContractsContracts described on Schedule 4.6, each and (1) subscription agreements for cable services provided to residential customers in the ordinary course of business (excluding multiple dwelling unit and commercial accounts), (2) Contracts included in the Excluded Assets, and (3) Governmental Permits, Seller is not bound or affected by any of the followingfollowing that relate to the Business: (i) franchise Contractsleases of real or personal property (whether as lessor or lessee); (ii) area development programming Contracts; (iii) retransmission consent agreements; (iv) Contracts relating to the sale of advertising on any System; (v) Contracts granting Seller any right to attach or place any Equipment to poles or within conduits, crossings or rights-of-way, or similar Contracts; (vi) Contracts granting any Person an Encumbrance on or against any of the Acquired Assets; (ivvii) Contracts limiting the freedom of such Seller to engage or compete in any activityemployment, or to use Contracts with consultants or disclose any information in their possessionindependent contractors; (vviii) Contracts pertaining to the use by such Seller of any Intellectual Property intellectual property or proprietary information of any other Person, ; (ix) any Contract imposing non-monetary obligations; (x) any Contract requiring payment of greater than $5,000 annually; (xi) any settlement agreements or other Contracts for the Acquired Intellectual Property by licensing of any other Personpatents with respect to the Business; or (vixii) Contracts other than those described in any other clause of this Section 4.6(a) that require payment are material to the operation of any kind to such Sellerthe Business. (b) Each Seller has delivered to Buyer true and complete copies of each of the Acquired Contracts required to which such Seller is a partybe listed in Schedule 4.6, 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 5.54.6: (i) each of the Acquired Contracts is valid, in full force and effect, effect and enforceable constitutes a binding obligation of the Seller party thereto in accordance with its the terms against thereof and, to the parties thereto other than such knowledge of Seller, subject to laws of general application in effect affecting creditors’ rights each of the other parties thereto; 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 breach or default (without regard to or event that with notice or the lapse of time, the giving of noticeor both, the election of any Person other than such Seller, would constitute a breach or any combination thereofdefault) by such Seller nor, to the knowledge of such Seller, has there occurred any breach or default (without regard to or event that with notice or the lapse of time, the giving of noticeor both, the election of such Seller, would constitute a breach or any combination thereofdefault) by any Person other than such Seller under any material provision of any of the Acquired Contracts; and . (iiic) none Schedule 4.6(c) sets forth all 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 retransmission consent agreements of the Acquired ContractsBusiness and, with respect to each such agreement, all monetary and no waiver or indulgence has been granted other consideration payable by any of the parties theretoSeller thereunder.

Acquired Contracts. (a) Except for the Acquired Contracts, each Seller is not bound or affected by any A. Schedule 4.14 lists as of the following: (i) franchise date hereof all Acquired Contracts that are Material Contracts; (ii) area development Contracts; (iii) Contracts granting any Person an Encumbrance on . Prior to the date of this Agreement, Seller has provided to Buyer a true and correct copy of each Material Contract together with all amendments, waivers, or against any other changes thereto. B. Each 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 Material Contracts is valid, binding, and in full force and effecteffect on Seller in all material respects and, to the Knowledge of Selling Parties, is valid, binding, and in full force and effect in all material respects on each of the other parties thereto. Except as set forth on Schedule 4.14, no Material Contract has been amended or supplemented and Seller has not, and to the Knowledge of Selling Parties no other party thereto has, assigned any of its rights or delegated any of its duties thereunder. C. Except as set forth on Schedule 4.14, no breach or default by Seller exists under any Material Contract and, to the Knowledge of Selling Parties, no event has occurred with respect to Seller that with the lapse of time or action or inaction by Seller would result in a breach thereof or a default thereunder. D. Except as specifically disclosed in Schedule 4.14, (1) since the Balance Sheet Date, no supplier or materialman has indicated in writing that it will stop or decrease the rate of business done with Seller, except for changes in the ordinary course of business; (2) Seller has performed in all material respects the obligations which have been required to be performed by Seller under the Material Contracts and Seller has not been advised of or received any claim of default under any Material Contract; and (3) there has been no material breach by Seller of any Material Contract and, to the Knowledge of Selling Parties, there has been no breach of any Material Contract by any other party thereto. E. Upon the assignment of each Material Contract to Buyer pursuant hereto, and subject to any consent requirements contained therein, all rights of Seller with respect to each Material Contract will inure to Buyer and each Material Contract will be enforceable by Buyer in accordance with its terms against terms. F. [intentionally omitted]. G. Seller has paid all rental and other payments due under the parties thereto other than such Seller, subject to laws of general application in effect affecting creditors’ rights and subject to Property Leases under which Seller is the exercise of judicial discretion lessee in accordance with general equitable principlesits terms. With respect to each such Property Lease, and such Seller has fulfilled when duebeen in peaceable possession of the buildings, equipment, machinery, real property, vehicles, or has taken all action necessary to enable it to fulfill when dueother tangible property covered thereby since the commencement of the original term of such Property Lease. No indulgence, 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 Sellerpostponement, or any combination thereof) by such Seller nor, to the knowledge waiver 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 's obligations under any of the Acquired Contracts, and no waiver or indulgence such Property Lease has been granted by any the lessor. Subject to the terms of the parties theretoProperty Leases, Seller possesses full right and power to occupy or possess, as the case may be, all of the buildings, equipment, machinery, real property, vehicles, and other tangible property covered by such Property Leases. H. To the Knowledge of Selling Parties, the representations and warranties set forth in Sections 4.14B through G also are true with respect to Acquired Contracts that are not Material Contracts.

Acquired Contracts. (a) Except for the Acquired ContractsContracts described on Schedule 2.1(a), each and Contracts included in the Excluded Assets, no Seller is not bound or affected by any of the followingfollowing that relate to ownership, operation, closure, remediation or reclamation of the McCoy/Cove Complex: (i) franchise Contractsleases or subleases of real property (includxxx xater) or personal property (whether as lessor or lessee); (ii) area development ContractsContracts with consultants or independent contractors; or (iii) Contracts granting other than those described in any Person an Encumbrance on other clause of this paragraph that are material to the ownership, operation, closure, remediation or against any reclamation 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 SellerMcCoy/Cove Complex. (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 validxxxxd, 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 principlesSellers, and such Seller has Sellers have fulfilled when due, or has have taken all action necessary to enable it them to fulfill when due, all of its their respective obligations thereunder; (ii) there . There has not occurred any default (without regard to lapse of time, the giving of notice, the election of any Person other than such SellerSellers, or any combination thereof) by such Seller Sellers nor, to the knowledge of such any Seller, has there occurred any default (without regard to lapse of time, the giving of notice, the election of such SellerSellers, or any combination thereof) by any Person other than such Seller Sellers under any of the Acquired Contracts; and (iii) none of the Sellers . No Seller 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) Except for the Acquired Contracts, each Seller is not bound or affected by any A. SCHEDULE 4.14 lists as of the following: (i) franchise date hereof all Acquired Contracts that are Material Contracts; (ii) area development Contracts; (iii) Contracts granting any Person an Encumbrance on . Prior to the date of this Agreement, Seller has provided to Buyer a true and correct copy of each Material Contract together with all amendments, waivers, or against any other changes thereto. B. Each 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 Material Contracts is valid, binding, and in full force and effecteffect on Seller in all material respects and, to the Knowledge of Selling Parties, is valid, binding, and in full force and effect in all material respects on each of the other parties thereto. Except as set forth on SCHEDULE 4.14, no Material Contract has been amended or supplemented and Seller has not, and to the Knowledge of Selling Parties no other party thereto has, assigned any of its rights or delegated any of its duties thereunder. C. Except as set forth on SCHEDULE 4.14, no breach or default by Seller exists under any Material Contract and, to the Knowledge of Selling Parties, no event has occurred with respect to Seller that with the lapse of time or action or inaction by Seller would result in a breach thereof or a default thereunder. D. Except as specifically disclosed in SCHEDULE 4.14, (1) since the Balance Sheet Date, no supplier or materialman has indicated in writing that it will stop or decrease the rate of business done with Seller, except for changes in the ordinary course of business; (2) Seller has performed in all material respects the obligations which have been required to be performed by Seller under the Material Contracts and Seller has not been advised of or received any claim of default under any Material Contract; and (3) there has been no material breach by Seller of any Material Contract and, to the Knowledge of Selling Parties, there has been no breach of any Material Contract by any other party thereto. E. Upon the assignment of each Material Contract to Buyer pursuant hereto, and subject to any consent requirements contained therein, all rights of Seller with respect to each Material Contract will inure to Buyer and each Material Contract will be enforceable by Buyer in accordance with its terms against terms. F. [INTENTIONALLY OMITTED]. G. Seller has paid all rental and other payments due under the parties thereto other than such Seller, subject to laws of general application in effect affecting creditors’ rights and subject to Property Leases under which Seller is the exercise of judicial discretion lessee in accordance with general equitable principlesits terms. With respect to each such Property Lease, and such Seller has fulfilled when duebeen in peaceable possession of the buildings, equipment, machinery, real property, vehicles, or has taken all action necessary to enable it to fulfill when dueother tangible property covered thereby since the commencement of the original term of such Property Lease. No indulgence, 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 Sellerpostponement, or any combination thereof) by such Seller nor, to the knowledge waiver 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 's obligations under any of the Acquired Contracts, and no waiver or indulgence such Property Lease has been granted by any the lessor. Subject to the terms of the parties theretoProperty Leases, Seller possesses full right and power to occupy or possess, as the case may be, all of the buildings, equipment, machinery, real property, vehicles, and other tangible property covered by such Property Leases. H. To the Knowledge of Selling Parties, the representations and warranties set forth in SECTIONS 4.14B through G also are true with respect to Acquired Contracts that are not Material Contracts.

Acquired Contracts. Schedules 2.1(c) and 2.1(d) hereto list as of the date hereof all written and oral agreements, arrangements, contracts, commitments, and leases to which Seller is a party including Land Contracts and including the following: (a) Except All home contracts and development agreements pursuant to which Seller is obligated to construct a residence or other building or improvement or which relates to the development of any Real Property or interest in Real Property; (b) All subcontractors' contracts pursuant to which any person provides services to Seller in connection with the construction of homes or the development of Real Property and which is not terminable by Seller without further liability on not more than 30 days' notice; 26 (c) All supplier contracts pursuant to which any person provides material to Seller in connection with the construction of homes or the development of real property and which is not terminable by Seller without further liability on not more than 30 days' notice; (d) All agreements or indentures relating to the borrowing of money in excess of $25,000 or to mortgaging, pledging, or otherwise placing a lien on any of its assets or guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (e) All personal and real property leases pursuant to which Seller is the lessor or the lessee of any real personal property, or holds or operates any equipment, machinery, vehicle, or other tangible personal property owned by a third party and used in connection with the Business (the "Property Leases"); (f) All contracts or groups of related contracts with the same party for the Acquired Contractspurchase or sale of products or services, under which the undelivered balance of such products and services has a purchase price in excess of $25,000; (g) All other contracts or groups of related contracts with the same party continuing over a period of more than six months from the date or dates thereof or involving more than $25,000; or (h) All other agreements material to the Business or not entered into in the ordinary course of business. Schedule 2.1(d) sets forth the term of each Seller contract or commitment listed in this Section 4.16 and identifies each contract or commitment which is not bound or affected terminable at will 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. (bi) Each Prior to the date of this Agreement, Seller has delivered to furnished Buyer with a true and complete copies correct copy of each written contract or commitment, and a written description of the Acquired Contracts each oral contract or commitment, referred to which such Seller is a party, including any amendments thereto (or, in the case of oral Acquired Contracts, true and complete written summaries thereofSchedule 2.1(d), and true and complete copies of Schedule 2.1(c) together with all standard form Contracts included in the Acquired Contracts. Except as described in Schedule 5.5: (i) each of the Acquired Contracts is validamendments, 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 duewaivers, 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 changes thereto.