Common use of Assumed Contracts Clause in Contracts

Assumed Contracts. Seller has made available to Buyer complete and correct copies of the Assumed Contracts and any amendments, modifications and supplements thereto. All the Assumed Contracts are in full force and effect and are valid, binding and enforceable in accordance with their terms by and against Seller, except as such enforceability may be subject to or limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting the enforcement of creditors’ rights generally; and (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in law or equity; provided that there may be Assumed Contracts that have expired by their terms, but contain surviving rights or Liabilities that will be assumed by Buyer. Except as set forth in Schedule 6.4(a) of the Disclosure Schedule, neither Seller nor, to the Knowledge of Seller, any other party to such Assumed Contract is, or has received notice that it is, in violation or breach of or default under any such Assumed Contract (or with notice or lapse of time or both, would be in violation or breach of or default under any such Assumed Contract) in any material respect. Schedule 6.4(b) of the Disclosure Schedule sets forth a list of all Assumed Contracts which require the consent or waiver of any party to such Assumed Contracts, to the Assignment of such Assumed Contract as a result of the transactions contemplated hereby (the “Third Party Consents”).

Assumed Contracts. Seller has (a) Prior to the Closing, Sellers have made available to Buyer Buyers true and complete and correct copies of each of the Assumed Contracts Contracts. Each Assumed Contract is a legal, valid and any amendmentsbinding obligation of such applicable Seller and, modifications to the Knowledge of Sellers, of each other party thereto, and supplements assuming its validity with respect to the other parties thereto. All the Assumed Contracts are , is in full force and effect and are valid, binding and enforceable in accordance with their its terms by and against the applicable Seller, except as such enforceability may be subject only to or limited by (i) applicable bankruptcy, insolvency, reorganization, insolvencyfraudulent conveyance, moratorium and or other similar laws Laws relating to or affecting the enforcement of creditors’ rights generally; and (ii) the rules governing the availability of specific performance, injunctive relief or other general equitable remedies and general principles of equity, regardless of whether considered in a proceeding in law or equity; provided that there may be Assumed Contracts that have expired by their terms, but contain surviving rights or Liabilities that will be assumed by Buyerprinciples. Except as set forth in on Schedule 6.4(a3.11, (i) no Seller has received notice of termination or of any event of default under any of the Disclosure ScheduleAssumed Contracts that currently remains outstanding and uncured, neither nor has any Seller norissued any notice of termination or of default to the other party under any Assumed Contract alleging that such other party is in material violation of such Assumed Contract; (ii) each Seller is in compliance in all material respects with its obligations under each Assumed Contract, including its obligations with respect to any amounts owed by such Seller under any Assumed Contract; (iii) to the Knowledge of SellerSellers, any other party to such Assumed Contract isno event has occurred which, or has received notice that it is, in violation or breach of or default under any such Assumed Contract (or with notice or lapse of time or both, would be constitute a material default by a Seller thereunder; (iv) no Seller intends, and to the Knowledge of Sellers no counterparty has expressed an intent, to (A) terminate or otherwise modify, amend or supplement any Assumed Contract, except in violation the case of modifications, amendments or breach supplements to the extent necessary in connection with the consummation of the transactions contemplated by this Agreement or default (B) assert any defenses, counterclaims or material rights of set-off; (v) except as set forth in Schedule 3.11, the term of each Assumed Contract is not expired and the parties thereto are not operating under any such Assumed Contract) in any material respect. Schedule 6.4(b) of month-to-month or similar arrangement that extends the Disclosure Schedule sets forth a list of all Assumed Contracts which require the consent or waiver of any party to such Assumed Contracts, to the Assignment term of such Assumed Contract as a result beyond the original term of such Assumed Contract; and (vi) to the transactions contemplated hereby (Knowledge of Sellers, each other party to each Assumed Contract has in all material respects performed all the “Third Party Consents”)obligations required to be performed by such party to date thereunder.

Assumed Contracts. Seller has made available to Buyer complete and correct copies of the Assumed Contracts, Retained Contracts and any amendments, modifications and supplements thereto. The Assumed Contracts and Retained Contracts represent all contracts, agreements and arrangements (oral or written) to which Seller and/or its Affiliates is a party that are useful or necessary for Buyer’s development, marketing and sale of the Product in the Territory after the Closing. All the Assumed Contracts are in full force and effect and are valid, binding and enforceable in accordance with their terms by and against Seller, except as such enforceability may be subject to or limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting the enforcement of creditors’ rights generally; and (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in law or equity; provided that there may be Assumed Contracts that have expired by their terms, but contain surviving rights or Liabilities that will be assumed by Buyer. Except as set forth in Schedule 6.4(a6.5(a) of the Disclosure Schedule, neither Seller nor, to the Knowledge of Seller, any other party to such Assumed Contract is, or has received notice that it isis or has taken action that could result, in violation or breach of or default under any such Assumed Contract (or with notice or lapse of time or both, would be in violation or breach of or default under any such Assumed Contract) in any material respect. Schedule 6.4(b6.5(b) of the Disclosure Schedule sets forth a list of all Assumed Contracts which require the consent or waiver of any party to such Assumed Contracts, Contracts to the Assignment assignment of such Assumed Contract as a result of the transactions contemplated hereby (the “Third Party Consents”), each of which has been obtained by the Seller prior to the Effective Date. Other than as set forth on Schedule 6.5(b) of the Disclosure Schedule, all Assumed Contracts are freely assignable to Buyer without consent of any party thereto.

Assumed Contracts. Seller has (a) Sellers have made available to Buyer Buyers true and complete and correct copies of each of the Assumed Contracts Contracts. Except as set forth in Schedule 3.11(a), each Assumed Contract is a valid and any amendmentsbinding obligation of such applicable Seller and, modifications to the Knowledge of Sellers, of each other party thereto, and supplements assuming its validity with respect to the other parties thereto. All the Assumed Contracts are , is in full force and effect and are valid, binding and enforceable in accordance with their its terms by and against the applicable Seller, except as such enforceability may be subject only to or limited by (i) applicable bankruptcy, insolvency, reorganization, insolvencyfraudulent conveyance, moratorium and or other similar laws Laws relating to or affecting the enforcement of creditors’ rights generally; and (ii) the rules governing the availability of specific performance, injunctive relief or other general equitable remedies and general principles of equity, regardless of whether considered in a proceeding in law or equity; provided that there may be Assumed Contracts that have expired by their terms, but contain surviving rights or Liabilities that will be assumed by Buyerprinciples. Except as set forth in on Schedule 6.4(a3.11(a), (a) no Seller has received notice of any event of default under any of the Disclosure ScheduleAssumed Contracts that currently remains outstanding and uncured, neither nor has any Seller norissued any notice of default to the other party under any Assumed Contract alleging that such other party is in material violation of such Assumed Contract; (b) each Seller is in compliance in all material respects with its obligations under each Assumed Contract, including its obligations with respect to any amounts owed by such Seller under any Assumed Contract; (c) to the Knowledge of SellerSellers, any other party to such Assumed Contract isno event has occurred which, or has received notice that it is, in violation or breach of or default under any such Assumed Contract (or with notice or lapse of time or both, would be constitute a material default by a Seller thereunder; (d) no Seller intends, and to the Knowledge of Sellers no counterparty has expressed an intent, to (1) terminate or otherwise modify, amend or supplement any Assumed Contract, except in violation the case of modifications, amendments or breach supplements to the extent necessary in connection with the consummation of the transactions contemplated by this Agreement or default (2) assert any defenses, counterclaims or material rights of set-off; (e) except as set forth in Schedule 3.11(a), the term of each Assumed Contract is not expired and the parties thereto are not operating under any such Assumed Contract) in any material respect. Schedule 6.4(b) of month-to-month or similar arrangement that extends the Disclosure Schedule sets forth a list of all Assumed Contracts which require the consent or waiver of any party to such Assumed Contracts, to the Assignment term of such Assumed Contract beyond the original term of such Assumed Contract; and (f) to the Knowledge of Sellers, each other party to each Assumed Contract has in all material respects performed all the obligations required to be performed by such party to date thereunder. Except as a result otherwise disclosed in Schedule 3.11(a), all Assumed Contracts may be assigned by the applicable Seller to Buyers without the consent of the transactions contemplated hereby (the “Third Party Consents”)other parties thereto.

Assumed Contracts. Seller has made available to Buyer True, correct and complete and correct copies of the Assumed Contracts and any amendments, modifications and supplements theretohave been provided to Purchaser prior to the date hereof. All Each of the Assumed Contracts are is legal, valid and in full force and effect and are is valid, binding and enforceable by Seller in accordance with their terms by and against Sellerits terms, except as to the extent to which such enforceability enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, insolvency, moratorium and or other similar laws affecting the enforcement of now or hereafter in effect relating to creditors’ rights generally; ' rights, and (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and by general principles of equity, regardless of whether considered . Seller is not in a proceeding in law or equity; provided that there may be Assumed Contracts that have expired by their terms, but contain surviving rights or Liabilities that will be assumed by Buyer. Except as set forth in Schedule 6.4(a) default under nor has it breached any of the Disclosure ScheduleAssumed Contracts, neither and no act or omission by Seller norhas occurred which, to the Knowledge of Seller, any other party to such Assumed Contract is, or has received notice that it is, in violation or breach of or default under any such Assumed Contract (or with notice or lapse of time or both, would be in violation constitute a default or material breach of or default by it under any term or provision of any of the Assumed Contracts. To the best Knowledge of Seller and each of the Shareholders, no other party is in default or material breach under any of the Assumed Contracts, and to the best Knowledge of Seller and each of the Shareholders, no act or omission has occurred by any other party thereto which, with notice or lapse of time or both, would constitute such a default or material breach under any term or provision thereof. Except as set forth on Schedule 4.7 hereto, there are no disputes or forbearance programs in effect as to any Assumed Contract) in . Seller has not received any material respect. Schedule 6.4(b) notice that, nor to the best Knowledge of Seller and each of the Disclosure Schedule sets forth a list of all Assumed Contracts which require the consent or waiver of Shareholders, any party to such Assumed Contracts, to the Assignment of such any Assumed Contract as a result intends to cancel, terminate or refuse to renew any Assumed Contract. The continuation and validity of the Assumed Contracts will in no way be affected by the transfer of the Assumed Contracts under this Agreement or the transactions contemplated hereby (by this Agreement and other than as set forth on Schedule 4.3 hereto, no consent from any third party is required for the “Third Party Consents”)transfer and assignment of the Assumed Contracts to Purchaser pursuant to this Agreement.

Assumed Contracts. Seller has made available With respect to Buyer complete and correct copies of the each Assumed Contracts and any amendmentsContract, modifications and supplements thereto. All the except as set forth in Schedule 2.1(l), (i) such Assumed Contracts are Contract is in full force and effect and are valid, binding is valid and enforceable in accordance with their terms by and against Seller, except as such enforceability may be subject to or limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting the enforcement of creditors’ rights generally; and (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in law or equity; provided that there may be Assumed Contracts that have expired by their terms, but contain surviving rights or Liabilities that will be assumed by Buyer. Except as set forth in Schedule 6.4(a) of the Disclosure Schedule, neither Seller norand, to the Knowledge of Seller, any is valid and enforceable against the other party to or parties thereto in accordance with its terms, except as such Assumed Contract ismay be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally, and by general equitable principles; (ii) in the twelve (12) months preceding the Effective Date, Seller has not received notice that it isSeller, and Seller has not delivered any notice that the other party or parties thereto, is in violation or breach of or default thereof; (iii) Seller has not received any notice, and Seller has not delivered any notice, of any modification, termination, cancellation or nonrenewal (but excluding expiration in accordance with its terms) of any Assumed Contract and, to the Knowledge of Seller, 6629923v2 any intent to effect the same, (iv) there is no current dispute with any Person under any such Assumed Contract, (v) Seller is in compliance in all material respects with its obligations under such Assumed Contract and (or vi) to the Knowledge of Seller, no event has occurred which, with notice or lapse of time or both, would be in violation constitute a material default by Seller thereunder. Seller has delivered or breach made available to Buyer true, correct and complete copies of each Assumed Contract (or default under a written summary of any such Assumed Contract that is an oral Contract) in any material respect(together with all amendments, modifications or other agreements related thereto). Schedule 6.4(b2.1(l) lists each Contract that contains a ROFR and identifies the Station Property or Assets subject thereto, and Seller has performed all obligations required to be performed by it as of the Disclosure Schedule sets forth a list of all Assumed Contracts which require the consent or waiver of any party Effective Date with respect to each such Assumed Contracts, to the Assignment of such Assumed Contract as a result of the transactions contemplated hereby (the “Third Party Consents”)ROFR.

Assumed Contracts. During the Due Diligence Period, Seller has made available shall deliver to Buyer accurate, correct and complete and correct copies of the (i) all Assumed Contracts and any amendments(ii) all other contracts, modifications and supplements theretoagreements, licenses, commitments, notes, sales or purchase orders that are material to the Business. All the Whenever additional Assumed Contracts are entered into as provided by Sections 5.1(d), 8.1(c) and (g), and 8.4(c) of this Agreement or as otherwise permitted by this Agreement (the “Additional Assumed Contracts”, or if otherwise required by Section 8.4(c) below, such additional Assumed Contracts shall promptly be added by Seller to Schedule 3.1(a) and a copy of such additional Assumed Contracts shall be delivered to Buyer, and this Agreement shall be deemed amended to conform to such updated schedule. To the best of Seller's knowledge, except as provided in Schedule 3.1(a), all Assumed Contracts (including any Additional Assumed Contracts) are in full force and effect effect, Seller has paid all amounts due thereunder and are validsatisfied all other material obligations accrued thereunder and Seller has not received any written notice of default in any material respect thereunder and no event has occurred that with the passage of time or the giving of notice, binding and enforceable or both, will constitute a breach, violation, default or give rise to a right of termination, modification, cancellation, foreclosure, imposition of a lien, prepayment or acceleration in accordance with their terms by and against Seller, except as such enforceability any material respect thereunder (other than any default which may be subject result from the failure or inability of Seller to or limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting obtain the enforcement consents of creditors’ rights generally; and (ii) certain parties to the rules governing assignment to Buyer of certain of the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in law or equity; provided that there may be Assumed Contracts that have expired by their terms, but contain surviving rights or Liabilities that will be assumed by Buyer. Except as set forth in Schedule 6.4(a) 5.1(c)). Other than as disclosed by Seller to Buyer in writing prior to the Time of the Disclosure Schedule, neither Seller norPossession, to the Knowledge best of Seller's knowledge, any no other party to such Assumed Contract is, or has received notice that it is, is in violation or breach of or default in any material respect under any such Assumed Contract (or with notice or lapse of time or both, would be in violation or breach of or default under including any such Assumed Contract) in any material respect. Schedule 6.4(b) of the Disclosure Schedule sets forth a list of all Assumed Contracts which require the consent or waiver of any party to such Additional Assumed Contracts, to the Assignment of such Assumed Contract as a result of the transactions contemplated hereby (the “Third Party Consents”).;

Assumed Contracts. Schedule 5.9 attached hereto lists each ------------ assumed contract of Seller (the "Assumed Contracts") relating to the Schools or to which any of the Purchased Assets is subject or bound that individually, or together as a series of related contracts involving the same party or parties, or the successors to such party or parties: (a) obligates Seller or its Affiliates to pay an amount of $5,000 or more, (b) has an unexpired term as of the date of this Agreement in excess of six months, (c) was not made in the ordinary course of business, or (d) is in any way otherwise material to the operation of the Schools. Each Assumed Contract is valid and existing. Seller has made available duly performed all its obligations under the Assumed Contracts to Buyer complete the extent that such obligations to perform have accrued. Seller has not received written notice of any alleged breach or default, and no event which would (with the passage of time, notice or both) constitute a material breach or default by Seller or any other party or obligor with respect thereto has occurred. True and correct copies of the Assumed Contracts and any amendmentsContracts, modifications including all amendments and supplements thereto, have been delivered to Buyer or are attached to Schedule -------- 5.9. All Each of the Assumed Contracts are in full force and effect and are valid, binding and is (i) enforceable in accordance with their terms by and against Seller--- terms, except as such enforceability may be subject to or limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting the enforcement of creditors’ rights generally; and (ii) is capable of being assigned to Buyer and will in fact be assigned to Buyer upon the rules governing the availability of specific performance, injunctive relief or other equitable remedies execution and general principles of equity, regardless of whether considered in a proceeding in law or equity; provided that there may be Assumed Contracts that have expired delivery by their terms, but contain surviving rights or Liabilities that will be assumed by Buyer. Except as set forth in Schedule 6.4(a) Buyer and Seller of the Disclosure ScheduleAssignment and Assumption Agreement. For purposes of this Agreement, neither Seller nor, to the Knowledge term "Affiliate" of Seller, any Person means any other party to such Assumed Contract isPerson who directly or indirectly controls, is controlled by, or has received notice that it is, in violation or breach of or default is under any common control with such Assumed Contract (or with notice or lapse of time or both, would be in violation or breach of or default under any such Assumed Contract) in any material respect. Schedule 6.4(b) of the Disclosure Schedule sets forth a list of all Assumed Contracts which require the consent or waiver of any party to such Assumed Contracts, to the Assignment of such Assumed Contract as a result of the transactions contemplated hereby (the “Third Party Consents”)Person.