Assets of Stagecoach II; Contracts and Other Agreements Sample Clauses

Assets of Stagecoach II; Contracts and Other Agreements. (a) Schedule 4.5(a) contains a list of all property (real, personal, mixed or otherwise) owned by or leased to Stagecoach II or in which Stagecoach II has rights, other than (i) cash, (ii) cash equivalents and (iii) the Stagecoach II Assets. (b) Each Phase II Contract is in full force and effect and embodies the complete understanding of Stagecoach II and, to Stagecoach II’s Knowledge, embodies the complete understanding of the other parties thereto with respect to the subject matter thereof. Except as set forth on Schedule 1.1(c), (i) there exists no material default or claim thereof by any party to any Phase II Contract, (ii) to Stagecoach II’s Knowledge, there are no facts or conditions that, if continued or noticed, would result in a material default under any Phase II Contract, (iii) Stagecoach II has not received any written or, to Stagecoach II’s Knowledge, oral notice that any Person intends to cancel, materially modify or terminate any Phase II Contract, or to exercise or not to exercise any options thereunder, (iv) Stagecoach II has not given any written or, to Stagecoach II’s Knowledge, oral notice of cancellation, material modification or termination of any Phase II Contract or of exercise or non-exercise of any options thereunder, (v) each Phase II Contract is a valid and binding agreement enforceable in accordance with its terms, subject as to enforcement to bankruptcy, insolvency or similar Laws affecting creditors’ rights generally or by equitable principles relating to the availability of remedies, and (vi) no consent or approval of the other parties to any Phase II Contract or any Person pursuant to any Phase II Contract is required for the consummation of the transactions contemplated herein. (c) With the exception of this Agreement, Stagecoach II has not made any Contract or Other Agreement or granted any option to sell or otherwise transfer any or all of the Stagecoach II Assets or any Capital Stock of Stagecoach II. (d) Schedule 4.5(d) contains a list of all Contracts and Other Agreements between or among Stagecoach II and any one or more of the parties to the Settlement Agreement or any Seller Related Party.