Common use of AGREEMENTS, NO DEFAULTS, ETC Clause in Contracts

AGREEMENTS, NO DEFAULTS, ETC. (a) Schedule 4.13(a) contains a true, correct and complete list and a brief description of all material Contracts to which the Company or any of its Subsidiaries is a party and (x) that were entered into or made outside the ordinary course of business, consistent with past practice, or (y) that were entered into or made in the ordinary course of business, consistent with past practice, and are described in clauses (i) through (xiii) of the next sentence of this Section 4.13. Except as set forth on Schedule 4.13(a), neither the Company nor any of its Subsidiaries is a party to any of the following material Contracts: (i) distributorship, dealer, sales, advertising, agency, manufacturer's representative, or any other Contract relating to the payment of a commission; (ii) any Contract relating to the employment of any officer, employee or consultant or any other type of Contract or other understanding or arrangement with any officer, employee or consultant, including any Contract or other understanding or arrangement relating to severance payments; (iii) any indenture, mortgage, promissory note, loan agreement, pledge agreement, guaranty or conditional sale or other Contract relating to the borrowing of money, a line of credit or a Capital Lease; (iv) any Contract for charitable contributions in excess of $5,000 individually or $10,000 in the aggregate; (v) any Contract for capital expenditures in excess of $10,000 individually or $50,000 in the aggregate; (vi) any Contract for the sale of any assets, properties or rights other than the sale of services or products in the ordinary course of business, consistent with past practice; (vii) any Contract pursuant to which the Company or any of its Subsidiaries is a lessee of or holds or operates any machinery, equipment, motor vehicles, office furniture, fixtures, products, merchandise or other personal property owned by any other Person in excess of $10,000 individually or $50,000 in the aggregate; (viii) any Contract relating to the lending or investing of funds; (ix) any Contract relating to any form of intangible property, including any Intellectual Property Rights; (x) any Contract that restricts the Company or any of its Subsidiaries from engaging in any aspect of the Business or any other business anywhere in the world; (xi) any Contract or group of related Contracts with the same Person or group of Affiliated Persons (excluding purchase orders entered into in the ordinary course of business, consistent with past practice, that are to be completed within three months of entering into such purchase orders) for the purchase or sale of products or services under which the undelivered or unperformed balance or portion thereof (including the aggregate undelivered or unperformed balance or portion under any such Contracts between the same Person and the Company or any of its Subsidiaries) has a selling price in excess of $50,000; (xii) any Contract for the acquisition or disposition of a Person or a division of a Person made within the preceding five years (whether or not such acquisition or disposition was consummated); or (xiii) any other material Contract material to the Business. (b) The Contracts disclosed on Schedule 4.4(b), the leases (and any other Contracts) disclosed on Schedule 4.11(a), the licenses (and any other Contracts) disclosed on Schedule 4.12(a), the insurance policies (and any other Contracts) disclosed on Schedule 4.16(a), and the Contracts disclosed on Schedule 4.21 are incorporated by reference onto Schedule 4.13. The Contracts disclosed on Schedule 4.13, together with the Contracts incorporated by reference onto Schedule 4.13, are collectively referred to as the "Material Contracts." (c) All Material Contracts (i) are in full force and effect, (ii) constitute legal, valid and binding obligations of the Company and/or its Subsidiaries that are parties thereto and, to the knowledge of the Seller Group, the other parties thereto, and (iii) are enforceable in accordance with their terms against the Company and/or its Subsidiaries that are parties thereto and, the other parties thereto, in each case subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). The Company and each of its Subsidiaries have performed all of the respective obligations required to be performed by them to date pursuant to the terms of the Material Contracts, and there exists no default, or any event which upon the giving of notice or the passage of time, or both, would give rise to a claim of a default in the performance by the Company or any of its Subsidiaries or, to the knowledge of the Seller Group, any other party to any of the Material Contracts of their respective obligations thereunder. The Purchaser has been furnished with true, correct and complete copies of all written Material Contracts and Schedule 4.13(a) (including Contracts incorporated by reference thereon) contains true, correct and complete descriptions of all oral Contracts listed on Schedule 4.13(a) (including Contracts incorporated by reference thereon). (d) Schedule 4.13(d) contains a true, correct and complete list of all Funded Indebtedness of the Company and each of its Subsidiaries, in each case showing the aggregate principal amount thereof (and the aggregate amount of any undrawn commitments with respect thereto), the name of the lender, and the name of the respective borrower and any other Person that directly or indirectly guaranteed such Funded Indebtedness.

AGREEMENTS, NO DEFAULTS, ETC. (a) Schedule 4.13(a) contains a true, correct and complete list and a brief description of all material Contracts to which the Company or any of its Subsidiaries is a party and (x) that were entered into or made outside the ordinary course of business, consistent with past practice, or (y) that were entered into or made in the ordinary course of business, consistent with past practice, and are described in clauses (i) through (xiii) of the next sentence of this Section 4.13. Except as set forth on Schedule 4.13(a), neither the Company nor any of its Subsidiaries is a party to any of the following material Contracts: (i) distributorship, dealer, sales, advertising, agency, manufacturer's representative, or any other Contract relating to the payment of a commission; (ii) any Contract relating to the employment of any officer, employee or consultant or any other type of Contract or other understanding or arrangement with any officer, employee or consultant, including any Contract or other understanding or arrangement relating to severance payments; (iii) any indenture, mortgage, promissory note, loan agreement, pledge agreement, guaranty or conditional sale or other Contract relating to the borrowing of money, a line of credit or a Capital Lease; (iv) any Contract for charitable contributions in excess of $5,000 individually or $10,000 in the aggregate; (v) any Contract for capital expenditures in excess of $10,000 individually or $50,000 in the aggregate; (vi) any Contract for the sale of any assets, properties or rights other than the sale of services or products in the ordinary course of business, consistent with past practice; (vii) any Contract pursuant to which the Company or any of its Subsidiaries is a lessee of or holds or operates any machinery, equipment, motor vehicles, office furniture, fixtures, products, merchandise or other personal property owned by any other Person in excess of $10,000 individually or $50,000 in the aggregate; (viii) any Contract relating to the lending or investing of funds; (ix) any Contract relating to any form of intangible property, including any Intellectual Property Rights; (x) any Contract that restricts the Company or any of its Subsidiaries from engaging in any aspect of the Business or any other business anywhere in the world; (xi) any Contract or group of related Contracts with the same Person or group of Affiliated Persons (excluding purchase orders entered into in the ordinary course of business, consistent with past practice, that are to be completed within three months of entering into such purchase orders) for the purchase or sale of products or services under which the undelivered or unperformed balance or portion thereof (including the aggregate undelivered or unperformed balance or portion under any such Contracts between the same Person and the Company or any of its Subsidiaries) has a selling price in excess of $50,000; (xii) any Contract for the acquisition or disposition of a Person or a division of a Person made within the preceding five years (whether or not such acquisition or disposition was consummated); or (xiii) any other material Contract material to the Business. (b) . The Contracts disclosed on Schedule 4.4(b), the leases (and any other Contracts) disclosed on Schedule 4.11(a), the licenses (and any other Contracts) disclosed on Schedule 4.12(a), the insurance policies (and any other Contracts) disclosed on Schedule 4.16(a), , and the Contracts disclosed on Schedule 4.21 are incorporated by reference onto Schedule 4.13. The Contracts disclosed on Schedule 4.13, together with the Contracts incorporated by reference onto Schedule 4.13, are collectively referred to as the "Material Contracts." (cb) All Material Contracts (i) are in full force and effect, (ii) constitute legal, valid and binding obligations of the Company and/or its Subsidiaries that are parties thereto and, to the knowledge of the Seller Group, the other parties thereto, and (iii) are enforceable in accordance with their terms against the Company and/or its Subsidiaries that are parties thereto and, the other parties thereto, in each case subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). The Company and each of its Subsidiaries have performed all of the respective obligations required to be performed by them to date pursuant to the terms of the Material Contracts, and there exists no default, or any event which upon the giving of notice or the passage of time, or both, would give rise to a claim of a default in the performance by the Company or any of its Subsidiaries or, to the knowledge of the Seller Group, any other party to any of the Material Contracts of their respective obligations thereunder. The Purchaser has been furnished with true, correct and complete copies of all written Material Contracts and Schedule 4.13(a) (including Contracts incorporated by reference thereon) contains true, correct and complete descriptions of all oral Contracts listed on Schedule 4.13(a) (including Contracts incorporated by reference thereon). (dc) Schedule 4.13(d4.13(c) contains a true, correct and complete list of all Funded Indebtedness of the Company and each of its Subsidiaries, in each case showing the aggregate principal amount thereof (and the aggregate amount of any undrawn commitments with respect thereto), the name of the lender, and the name of the respective borrower and any other Person that directly or indirectly guaranteed such Funded Indebtedness.

AGREEMENTS, NO DEFAULTS, ETC. (a) Schedule 4.13(a) contains a true, correct and complete list and a brief description of all material Contracts to which the Company or any of its Subsidiaries is a party and (x) that were entered into or made outside the ordinary course of business, consistent with past practice, or (y) that were entered into or made in the ordinary course of business, consistent with past practice, and are described in clauses (i) through (xiii) of the next sentence of this Section 4.13. Except as set forth on Schedule 4.13(a), neither the Company nor any of its Subsidiaries is a party to any of the following material Contracts: (i) distributorship, dealer, sales, advertising, agency, manufacturer's representative, or any other Contract relating to the payment of a commission; (ii) any Contract relating to the employment of any officer, employee or consultant or any other type of Contract or other understanding or arrangement with any officer, employee or consultant, including any Contract or other understanding or arrangement relating to severance payments; (iii) any indenture, mortgage, promissory note, loan agreement, pledge agreement, guaranty or conditional sale or other Contract relating to the borrowing of money, a line of credit or a Capital Lease; (iv) any Contract for charitable contributions in excess of $5,000 individually or $10,000 in the aggregate; (v) any Contract for capital expenditures in excess of $10,000 individually or $50,000 in the aggregate; (vi) any Contract for the sale of any assets, properties or rights other than the sale of services or products in the ordinary course of business, consistent with past practice; (vii) any Contract pursuant to which the Company or any of its Subsidiaries is a lessee of or holds or operates any machinery, equipment, motor vehicles, office furniture, fixtures, products, merchandise or other personal property owned by any other Person in excess of $10,000 individually or $50,000 in the aggregate; (viii) any Contract relating to the lending or investing of funds; (ix) any Contract relating to any form of intangible property, including any Intellectual Property Rights; (x) any Contract that restricts the Company or any of its Subsidiaries from engaging in any aspect of the Business or any other business anywhere in the world; (xi) any Contract or group of related Contracts with the same Person or group of Affiliated Persons (excluding purchase orders entered into in the ordinary course of business, consistent with past practice, that are to be completed within three months of entering into such purchase orders) for the purchase or sale of products or services under which the undelivered or unperformed balance or portion thereof (including the aggregate undelivered or unperformed balance or portion under any such Contracts between the same Person and the Company or any of its Subsidiaries) has a selling price in excess of $50,000; (xii) any Contract for the acquisition or disposition of a Person or a division of a Person made within the preceding five years (whether or not such acquisition or disposition was consummated); or (xiii) any other material Contract material to the Business. (b) The Contracts disclosed on Schedule 4.4(b), the leases (and any other Contracts) disclosed on Schedule 4.11(a), the licenses (and any other Contracts) disclosed on Schedule 4.12(a), the insurance policies (and any other Contracts) disclosed on Schedule 4.16(a), the Company Employee Plans (and any other Contracts) disclosed on Schedule 4.18(a), and the Contracts disclosed on Schedule 4.21 are incorporated by reference onto Schedule 4.13. The Contracts disclosed on Schedule 4.13, together with the Contracts incorporated by reference onto Schedule 4.13, are collectively referred to as the "Material Contracts." (c) All Material Contracts (i) are in full force and effect, (ii) constitute legal, valid and binding obligations of the Company and/or its Subsidiaries that are parties thereto and, to the best knowledge of the Seller Group, the other parties thereto, and (iii) are enforceable in accordance with their terms against the Company and/or its Subsidiaries that are parties thereto and, to the best knowledge of the Seller Group, the other parties thereto, in each case subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). The Company and each of its Subsidiaries have performed all of the respective obligations required to be performed by them to date pursuant to the terms of the Material Contracts, and there exists no default, or any event which upon the giving of notice or the passage of time, or both, would give rise to a claim of a default in the performance by the Company or any of its Subsidiaries or, to the best knowledge of the Seller Group, any other party to any of the Material Contracts of their respective obligations thereunder. The Purchaser has been furnished with true, correct and complete copies of all written Material Contracts and Schedule 4.13(a) (including Contracts incorporated by reference thereon) contains true, correct and complete descriptions of all oral Contracts listed on Schedule 4.13(a) (including Contracts incorporated by reference thereon). (d) Schedule 4.13(d) contains a true, correct and complete list of all Funded Indebtedness of the Company and each of its Subsidiaries, in each case showing the aggregate principal amount thereof (and the aggregate amount of any undrawn commitments with respect thereto), the name of the lender, and the name of the respective borrower and any other Person that directly or indirectly guaranteed such Funded Indebtedness.

AGREEMENTS, NO DEFAULTS, ETC. (a) Schedule 4.13(a4.15(a) contains sets forth a true, correct and complete list and a brief description list, as of ---------------- the date hereof, of all material Contracts to which the Company or any Subsidiary, or any of its Subsidiaries their Affiliates, is a party and (x) or by which any of their respective assets or properties are bound that were entered into or made outside the ordinary course of business, consistent with past practice, or (y) that were entered into or made in the ordinary course of business, consistent with past practice, and are described in clauses (i) through involves payment over the remaining term (xiiiwithout regard to any early termination or cancellation rights) of the next sentence such Contract of this Section 4.13. Except as set forth on Schedule 4.13(a), neither more than $50,000 or requires the Company nor any of and/or its Subsidiaries is a party to any of the following material Contracts: (i) distributorship, dealer, sales, advertising, agency, manufacturer's representativeSubsidiaries, or any other Contract relating of their Affiliates, to the payment provide goods or services with a value of a commission; more than $50,000, (ii) evidences or provides for any Contract relating to the employment Indebtedness of any officer, employee or consultant or any other type of Contract or other understanding or arrangement with any officer, employee or consultant, including any Contract or other understanding or arrangement relating to severance payments; (iii) any indenture, mortgage, promissory note, loan agreement, pledge agreement, guaranty or conditional sale or other Contract relating to the borrowing of money, a line of credit or a Capital Lease; (iv) any Contract for charitable contributions in excess of $5,000 individually or $10,000 in the aggregate; (v) any Contract for capital expenditures in excess of $10,000 individually or $50,000 in the aggregate; (vi) any Contract for the sale of any assets, properties or rights other than the sale of services or products in the ordinary course of business, consistent with past practice; (vii) any Contract pursuant to which the Company or any Subsidiary, or any of its Subsidiaries is a lessee their Affiliates, or any Encumbrance securing such Indebtedness, (iii) guarantees the performance, liabilities or obligations of or holds or operates any machinery, equipment, motor vehicles, office furniture, fixtures, products, merchandise or other personal property owned by any other Person in excess of $10,000 individually or $50,000 in the aggregate; Person, (viiiiv) any Contract relating to the lending or investing of funds; (ix) any Contract relating to any form of intangible property, including any Intellectual Property Rights; (x) any Contract that restricts the Company or any Subsidiary, or any of its Subsidiaries their Affiliates, from engaging in any aspect of the Business or any other business anywhere in the world; (xi) any Contract or group of related Contracts with the same Person or group of Affiliated Persons (excluding purchase orders entered into in the ordinary course line of business, consistent with past practice, that are to be completed within three months of entering into such purchase orders(v) provides for the purchase payment of commissions or sale fees in respect of the sale, distribution or marketing of products or services under which the undelivered or unperformed balance or portion thereof (including the aggregate undelivered or unperformed balance or portion under any such Contracts between the same Person and of the Company or any Subsidiary, or any of its Subsidiariestheir Affiliates (including forms of contracts of with Independent Contractors), (vi) has a selling price are with any current officer, director, Affiliate or "associate" (as defined in excess Rule 12b-2 under the Exchange Act), (vii) relate to the ownership, leasing, licensing or use of $50,000; real property or any Intellectual Property Right, (xiiviii) relate to any Contract for proposed Alternative Transaction (as defined below) as to which discussions have not been terminated prior to the acquisition date hereof, including all Contracts containing confidentiality, standstill, non-solicitation or disposition of a Person or a division of a Person made within the preceding five years similar provisions, (whether or not such acquisition or disposition was consummated); or (xiiiix) any other material Contract are otherwise material to the Business.business, financial condition or results of operations of the Company and its Subsidiaries, or any of their Affiliates, taken as a whole (collectively, "Material Contracts"). ------------------- (b) The Contracts disclosed on Schedule 4.4(b)Neither the Company nor any Subsidiary, nor any of their Affiliates, is and, to the leases Best Knowledge of the Company, no other party is in violation of or in default under (and nor does there exist any condition affecting the Company or any Subsidiary, or to the Best Knowledge of the Company, other Contracts) disclosed on Schedule 4.11(a), the licenses (and any other Contracts) disclosed on Schedule 4.12(a), the insurance policies (and any other Contracts) disclosed on Schedule 4.16(a), and the Contracts disclosed on Schedule 4.21 are incorporated by reference onto Schedule 4.13. The Contracts disclosed on Schedule 4.13, together with the Contracts incorporated by reference onto Schedule 4.13, are collectively referred parties to as the "Material Contracts." (c) All such Material Contracts (iwhich upon the passage of time or the giving of notice or both would reasonably be expected to cause such a violation of or default under) are in full force and effect, (ii) constitute legal, any Material Contract to which it is a party or by which it or any of its properties or assets is bound. Each Material Contract constitutes a valid and binding obligations obligation of the Company and/or its Subsidiaries that are parties Subsidiary, or any of their Affiliates, party thereto and, to the knowledge Best Knowledge of the Seller GroupCompany, the each other parties party thereto, and (iii) are enforceable against such other party in accordance with their terms against the Company and/or its Subsidiaries that are parties thereto andterms, the other parties thereto, in each case subject to applicable except as enforceability may be limited by equitable principles of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws conveyance or insolvency laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). The Company and each of its Subsidiaries have performed all of the respective obligations required to be performed by them to date pursuant to the terms of the Material Contracts, and there exists no default, or any event which upon the giving of notice or the passage of time, or both, would give rise to a claim of a default in the performance by the Company or any of its Subsidiaries or, to the knowledge of the Seller Group, any other party to any of the Material Contracts of their respective obligations thereunder. The Purchaser has been furnished with true, correct and complete copies of all written Material Contracts and Schedule 4.13(a) (including Contracts incorporated by reference thereon) contains true, correct and complete descriptions of all oral Contracts listed on Schedule 4.13(a) (including Contracts incorporated by reference thereon). (dc) Schedule 4.13(dTo the Best Knowledge of the Company, each party to each Material Contract (other than the Company and its Subsidiaries) contains a true, correct has all Permits necessary or advisable for the conduct of its business and complete list of all Funded Indebtedness to the Best Knowledge of the Company and each of its Subsidiariesthere are no adverse claims, suits, actions, Proceedings or investigations pending or threatened against such Person, in each case showing the aggregate principal amount thereof (and the aggregate amount of any undrawn commitments with respect thereto)case, the name of the lender, and the name of the respective borrower and any other Person that directly relating to such Material Contract or indirectly guaranteed such Funded Indebtednessservices.

AGREEMENTS, NO DEFAULTS, ETC. (a) Schedule 4.13(a4.15(a) contains sets forth a true, correct and complete list and a brief description list, as ---------------- of the date hereof, of all material Contracts to which the Company or any Subsidiary, or any of its Subsidiaries their Affiliates, is a party and (x) or by which any of their respective assets or properties are bound that were entered into or made outside the ordinary course of business, consistent with past practice, or (y) that were entered into or made in the ordinary course of business, consistent with past practice, and are described in clauses (i) through involves payment over the remaining term (xiiiwithout regard to any early termination or cancellation rights) of the next sentence such Contract of this Section 4.13. Except as set forth on Schedule 4.13(a), neither more than $50,000 or requires the Company nor any of and/or its Subsidiaries is a party to any of the following material Contracts: (i) distributorship, dealer, sales, advertising, agency, manufacturer's representativeSubsidiaries, or any other Contract relating of their Affiliates, to the payment provide goods or services with a value of a commission; more than $50,000, (ii) evidences or provides for any Contract relating to the employment Indebtedness of any officer, employee or consultant or any other type of Contract or other understanding or arrangement with any officer, employee or consultant, including any Contract or other understanding or arrangement relating to severance payments; (iii) any indenture, mortgage, promissory note, loan agreement, pledge agreement, guaranty or conditional sale or other Contract relating to the borrowing of money, a line of credit or a Capital Lease; (iv) any Contract for charitable contributions in excess of $5,000 individually or $10,000 in the aggregate; (v) any Contract for capital expenditures in excess of $10,000 individually or $50,000 in the aggregate; (vi) any Contract for the sale of any assets, properties or rights other than the sale of services or products in the ordinary course of business, consistent with past practice; (vii) any Contract pursuant to which the Company or any Subsidiary, or any of its Subsidiaries is a lessee their Affiliates, or any Encumbrance securing such Indebtedness, (iii) guarantees the performance, liabilities or obligations of or holds or operates any machinery, equipment, motor vehicles, office furniture, fixtures, products, merchandise or other personal property owned by any other Person in excess of $10,000 individually or $50,000 in the aggregate; Person, (viiiiv) any Contract relating to the lending or investing of funds; (ix) any Contract relating to any form of intangible property, including any Intellectual Property Rights; (x) any Contract that restricts the Company or any Subsidiary, or any of its Subsidiaries their Affiliates, from engaging in any aspect of the Business or any other business anywhere in the world; (xi) any Contract or group of related Contracts with the same Person or group of Affiliated Persons (excluding purchase orders entered into in the ordinary course line of business, consistent with past practice, that are to be completed within three months of entering into such purchase orders(v) provides for the purchase payment of commissions or sale fees in respect of the sale, distribution or marketing of products or services under which the undelivered or unperformed balance or portion thereof (including the aggregate undelivered or unperformed balance or portion under any such Contracts between the same Person and of the Company or any Subsidiary, or any of its Subsidiariestheir Affiliates (including forms of contracts of with Independent Contractors), (vi) has a selling price are with any current officer, director, Affiliate or "associate" (as defined in excess Rule 12b-2 under the Exchange Act), (vii) relate to the ownership, leasing, licensing or use of $50,000; real property or any Intellectual Property Right, (xiiviii) relate to any Contract for proposed Alternative Transaction (as defined below) as to which discussions have not been terminated prior to the acquisition date hereof, including all Contracts containing confidentiality, standstill, non-solicitation or disposition of a Person or a division of a Person made within the preceding five years similar provisions, (whether or not such acquisition or disposition was consummated); or (xiiiix) any other material Contract are otherwise material to the Business.business, financial condition or results of operations of the Company and its Subsidiaries, or any of their Affiliates, taken as a whole (collectively, "Material Contracts"). ------------------ (b) The Contracts disclosed on Schedule 4.4(b)Neither the Company nor any Subsidiary, nor any of their Affiliates, is and, to the leases Best Knowledge of the Company, no other party is in violation of or in default under (and nor does there exist any condition affecting the Company or any Subsidiary, or to the Best Knowledge of the Company, other Contracts) disclosed on Schedule 4.11(a), the licenses (and any other Contracts) disclosed on Schedule 4.12(a), the insurance policies (and any other Contracts) disclosed on Schedule 4.16(a), and the Contracts disclosed on Schedule 4.21 are incorporated by reference onto Schedule 4.13. The Contracts disclosed on Schedule 4.13, together with the Contracts incorporated by reference onto Schedule 4.13, are collectively referred parties to as the "Material Contracts." (c) All such Material Contracts (iwhich upon the passage of time or the giving of notice or both would reasonably be expected to cause such a violation of or default under) are in full force and effect, (ii) constitute legal, any Material Contract to which it is a party or by which it or any of its properties or assets is bound. Each Material Contract constitutes a valid and binding obligations obligation of the Company and/or its Subsidiaries that are parties Subsidiary, or any of their Affiliates, party thereto and, to the knowledge Best Knowledge of the Seller GroupCompany, the each other parties party thereto, and (iii) are enforceable against such other party in accordance with their terms against the Company and/or its Subsidiaries that are parties thereto andterms, the other parties thereto, in each case subject to applicable except as enforceability may be limited by equitable principles of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws conveyance or insolvency laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). The Company and each of its Subsidiaries have performed all of the respective obligations required to be performed by them to date pursuant to the terms of the Material Contracts, and there exists no default, or any event which upon the giving of notice or the passage of time, or both, would give rise to a claim of a default in the performance by the Company or any of its Subsidiaries or, to the knowledge of the Seller Group, any other party to any of the Material Contracts of their respective obligations thereunder. The Purchaser has been furnished with true, correct and complete copies of all written Material Contracts and Schedule 4.13(a) (including Contracts incorporated by reference thereon) contains true, correct and complete descriptions of all oral Contracts listed on Schedule 4.13(a) (including Contracts incorporated by reference thereon). (dc) Schedule 4.13(dTo the Best Knowledge of the Company, each party to each Material Contract (other than the Company and its Subsidiaries) contains a true, correct has all Permits necessary or advisable for the conduct of its business and complete list of all Funded Indebtedness to the Best Knowledge of the Company and each of its Subsidiariesthere are no adverse claims, suits, actions, Proceedings or investigations pending or threatened against such Person, in each case showing the aggregate principal amount thereof (and the aggregate amount of any undrawn commitments with respect thereto)case, the name of the lender, and the name of the respective borrower and any other Person that directly relating to such Material Contract or indirectly guaranteed such Funded Indebtednessservices.