Common use of Assumed Contracts Clause in Contracts

Assumed Contracts. Except for any Assumed Warranty Liabilities in existence on the date of this Agreement and except as disclosed on Schedule 2.15 attached hereto, (a) Seller has fulfilled all of its obligations under the Assumed Contracts that were required to be fulfilled prior to the date hereof; (b) Seller has not defaulted under any of the Assumed Contracts, nor has any event occurred which, with the giving of notice, the lapse of time and/or other action or inaction, would constitute a default by Seller under any of the Assumed Contracts; (c) no consent of any party to any of the Assumed Contracts is required for the execution, delivery or performance of this Agreement, or the consummation of the transactions contemplated hereby, other than as set forth in Schedule 2.4, and except under the Scheduled Contracts with respect to the assignment of the Scheduled Contracts to Acquisition Sub, all such consents have been obtained by Seller on or prior to the date of this Agreement; (d) There has been no material default under any of the Assumed Contracts by the other parties to the Assumed Contracts at any time after January 1, 2009, and no event has occurred since January 1, 2009 which, with the giving of notice, the lapse of time and/or other action or inaction, would constitute a material default under any of the Assumed Contracts by the other parties to the Assumed Contracts; and (e) Seller has not assigned any of its rights or interests in any Assumed Contract to any person, and all of the Assumed Contracts are, and immediately after the sale and assignment of the Assumed Contracts to Acquisition Sub as contemplated by this Agreement shall continue to be, in full force and effect and valid, binding and enforceable in accordance with their respective terms, in each case, except for such failure to be in full force and effect and valid, binding and enforceable that have been caused by a party to such Assumed Contract other than Seller or Parent. Seller has provided Acquisition Sub or ITS with true, correct and complete copies of all of the Assumed Contracts. All information regarding the Business Contracts as set forth in Schedule 1.1(a)(vi) is true, correct and complete, including the commencement date of each Business Contract.

Assumed Contracts. Except for Schedule 1.1(a)(vi) lists all contracts, agreements and instruments, including all modifications, amendments and waivers thereto, to which Seller is a party or by which the Facility or any of the Assets are bound and which Buyer has agreed to assume (collectively, the "Assumed Warranty Liabilities in existence on the date Contracts"), complete copies of this Agreement and except as disclosed on Schedule 2.15 attached hereto, (a) Seller has fulfilled all of its obligations under which have been delivered to Buyer. Other than the Assumed Contracts that were required to be fulfilled prior to and the date hereof; (b) Seller has not defaulted under any of the Assumed Excluded Contracts, nor has any event occurred whichthere are no other contracts, with the giving of notice, the lapse of time and/or other action or inaction, would constitute agreements and instruments to which Seller is a default by Seller under any of the Assumed Contracts; (c) no consent of any party to any of the Assumed Contracts is required for the execution, delivery or performance of this Agreement, or the consummation of the transactions contemplated hereby, other than party. Except as set forth in Schedule 2.41.1 (a)(vi), and except under the Scheduled Contracts with respect to the assignment of the Scheduled Contracts to Acquisition Sub, (a) all such consents have been obtained by Seller on or prior to the date of this Agreement; (d) There has been no material default under any of the Assumed Contracts by the other parties to the Assumed Contracts at any time after January 1, 2009, and no event has occurred since January 1, 2009 which, with the giving of notice, the lapse of time and/or other action or inaction, would constitute a material default under any of the Assumed Contracts by the other parties to the Assumed Contracts; and (e) Seller has not assigned any of its rights or interests in any Assumed Contract to any person, and all of the Assumed Contracts are, and immediately after the sale and assignment of the Assumed Contracts to Acquisition Sub as contemplated by this Agreement shall continue to be, are in full force and effect and valid, binding are valid and enforceable in accordance with their respective written terms; (b) Seller is not, to the best of Seller's knowledge, nor is any other party thereto, in each case, except for such failure to be in full force and effect and valid, binding and enforceable that have been caused by a party to default under any such Assumed Contract other than and no event, occurrence, condition or act now exists or, upon the consummation of the transactions contemplated by this Agreement will exist which, with the giving of notice or the lapse of time or both, would give rise to a default thereunder on the part of Seller or Parentany other party thereto or would give rise to the right of any party or parties thereto to cancel or terminate thereunder, (c) Seller has no knowledge that there are any anticipated cancellations or terminations of any such Assumed Contract and there are any outstanding disputes thereunder; (d) no consent or approval of any party or parties thereto is required for the consummation of the transactions contemplated by this Agreement; and (e) no officer, director, stockholder, subsidiary or Affiliate of Seller has any financial interest, whether direct or indirect, in any such Assumed Contracts. Seller has provided Acquisition Sub no agreements with any patients or ITS with trueprospective patients which obligate or would obligate Seller to provide skilled nursing services at rates below Seller's current and standard rates for similar services or which are for terms longer than one month. Notwithstanding anything to the contrary contained herein, correct and complete copies of all of Buyer shall have the Assumed Contracts. All information regarding the Business Contracts as set forth in Schedule 1.1(a)(vi) is true, correct and complete, including the commencement date of each Business Contractright to cause Seller to terminate any contract not being assumed by Buyer under this Agreement.

Assumed Contracts. Except for any Assumed Warranty Liabilities in existence on the date of this Agreement and except as disclosed on Schedule 2.15 attached hereto, (a) Seller has fulfilled The Assumed Contacts are all of its obligations under the agreements and contracts in any way relating to or affecting the Business, all of which are assignable to and will be fully and effectively assigned and transferred to Buyer as of the Closing Date without expense to Buyer or imposition of any condition or restriction binding on Buyer. The copies of all Assumed Contracts that were required have been furnished to be fulfilled prior Buyer, and are full and complete copies, as amended, to the date hereof;present date. (b) All Assumed Contracts are now and on the Closing Date shall be in good standing and in full force and effect without amendment thereto (unless such amendments are clearly noted) and Seller has not defaulted is entitled to all benefits thereunder. All of the transactions of Seller with third persons have been conducted on an arms-length basis. All Assumed Contracts are valid and binding obligations of the parties thereto in accordance with their respective terms. (c) No material default or alleged material default exists on the part of Seller, nor, to the knowledge of Seller or its officers, on the part of any other party, under any Assumed Contract and there exists no state of the Assumed Contractsfacts, nor has any event occurred which, with the giving of notice, the which after notice or lapse of time and/or other action time, or inactionboth, would constitute a default by or breach in connection with any Assumed Contract. For purposes of this subsection, the word "default" includes, but is not limited to, the failure to comply with any condition precedent under the provisions of any such Assumed Contract. Seller under any of the Assumed Contracts; (c) has received no consent of information which might reasonably indicate that any party to a contract or commitment is unable or unwilling to perform under such Assumed Contract. (d) Seller has no information which might reasonably indicate that any customer or supplier of Seller intends to cease purchasing from, selling to or dealing with Seller, nor has any information been brought to the Assumed Contracts is required for attention of Seller which might reasonably lead Seller to believe that any customer or supplier intends to alter in any material respect, the executionamount of such purchases, delivery sales or performance the extent of this Agreementdealings with Seller or would alter in any material respect its purchases from, sales to, or dealings with Buyer in the event of the consummation of the transactions contemplated hereby, other than as set forth in Schedule 2.4, and except under the Scheduled Contracts with respect to the assignment of the Scheduled Contracts to Acquisition Sub, all such consents have been obtained by Seller on or prior to the date of this Agreement; (d) There has been no material default under any of the Assumed Contracts by the other parties to the Assumed Contracts at any time after January 1, 2009, and no event has occurred since January 1, 2009 which, with the giving of notice, the lapse of time and/or other action or inaction, would constitute a material default under any of the Assumed Contracts by the other parties to the Assumed Contracts; and (e) Seller has not assigned any of its rights or interests in any Assumed Contract to any person, and all of the Assumed Contracts are, and immediately after the sale and assignment of the Assumed Contracts to Acquisition Sub as contemplated by this Agreement shall continue to be, in full force and effect and valid, binding and enforceable in accordance with their respective terms, in each case, except for such failure to be in full force and effect and valid, binding and enforceable that have been caused by a party to such Assumed Contract other than Seller or Parent. Seller has provided Acquisition Sub or ITS with true, correct and complete copies of all of the Assumed Contracts. All information regarding the Business Contracts as set forth in Schedule 1.1(a)(vi) is true, correct and complete, including the commencement date of each Business Contract.

Assumed Contracts. Except for any Assumed Warranty Liabilities in existence on the date All of this Agreement and except as disclosed on Schedule 2.15 attached hereto, (a) Seller has fulfilled all of its obligations under the Assumed Contracts that were required to be fulfilled prior are legal, valid and binding on the Seller and, to the date hereof; (b) Seller's knowledge, the other parties thereto. Seller has is not defaulted and, to Seller's knowledge, no other party to the Assumed Contracts is, in violation of or default under any of the Assumed Contracts. No event, nor has any event occurred occurrence or condition exists which, with the lapse of time, the giving of notice, or both, or the lapse happening of time and/or other action any further event or inactioncondition, would constitute become a violation or default by the Seller or to Seller's knowledge, any other party under any Assumed Contract. Seller has not released any rights under any Assumed Contract. Seller is not subject to any legal obligations to renegotiate, nor does Seller have knowledge of a claim for a legal right to renegotiate, any Assumed Contract. Seller is not subject to any liability, or claim therefor, for or with respect to price adjustment under any Assumed Contract with the government of the Assumed Contracts; (c) no consent of United States or agency thereof, including any party to any of liability for defective pricing. Except as set forth in the Contracts Schedule, the Assumed Contracts is required constitute all of the contracts, leases and agreements necessary for the execution, delivery or performance conduct of this Agreement, or the Business in the manner currently conducted by Seller. Upon consummation of the transactions contemplated herebyby this Agreement and the Related Agreements including, other than as set forth in Schedule 2.4if necessary, and except under the Scheduled Contracts with respect obtaining Seller Consents, Buyer will succeed to the assignment all of the Scheduled Contracts to Acquisition Sub, all such consents have been obtained by rights and privileges of Seller on or prior to the date of this Agreement; (d) There has been no material default under any of the Assumed Contracts by the other parties to and all rights of Seller under the Assumed Contracts at any time after January 1, 2009, and no event has occurred since January 1, 2009 which, with the giving of notice, the lapse of time and/or other action or inaction, would constitute a material default under any of the Assumed Contracts will be enforceable by the other parties to the Assumed Contracts; and (e) Seller has not assigned any of its rights or interests in any Assumed Contract to any person, and all of the Assumed Contracts are, and immediately Buyer after the sale and assignment of the Assumed Contracts to Acquisition Sub as contemplated by this Agreement shall continue to be, in full force and effect and valid, binding and enforceable in accordance with their respective terms, in each case, except for such failure to be in full force and effect and valid, binding and enforceable that have been caused by a party to such Assumed Contract other than Seller or ParentClosing. Seller has provided Acquisition Sub or ITS with true, correct delivered to Buyer true and complete copies of all of the Assumed Contracts. All information regarding the Business Contracts as set forth in Schedule 1.1(a)(vi) is true, correct and complete, including the commencement date any amendments or waivers. There are no unwritten amendments or waivers of each Business any Assumed Contract.

Assumed Contracts. Except for any Assumed Warranty Liabilities in existence on the date of this Agreement and except as disclosed on Schedule 2.15 attached hereto, (a) Seller has fulfilled Schedule C hereto sets forth a true and complete list of all of its obligations under the Assumed Contracts that were required to be fulfilled prior Sellers’ Contracts, as amended, except to the date hereof;extent a Contract is included as an Excluded Asset. The information set forth on Schedule C is accurate and complete. True, complete and accurate copies of each of the Contracts, including any Contracts constituting any of the 100% Assigned Contracts or the Excluded Assets, have been furnished to Buyer. There are no oral or verbal Contracts. (b) Seller has Except as set forth on Schedule 3.8(b), neither of the Sellers nor, to the Knowledge of the Sellers, any Counterparty to any Contract is, as of the date hereof, in breach thereof or default thereunder, and there does not defaulted exist under any provision thereof, to the Knowledge of the Assumed ContractsSellers, nor has as of the date hereof, any event occurred whichthat, with the giving of notice, notice or the lapse of time and/or other action or inactionboth, would constitute such a breach or default by Seller under of any of the Assumed Contracts;Contract. (c) no consent of any party to any Each of the Assumed Contracts and each 100% Assigned Contract is required for the executionin full force and effect, delivery or performance of this Agreementenforceable in accordance with its stated terms, or the consummation and constitutes a legal, valid and binding obligation of the transactions contemplated herebySellers and, other than as set forth in Schedule 2.4, and except under the Scheduled Contracts with respect to the assignment Knowledge of the Scheduled Contracts to Acquisition SubSeller, all such consents have been obtained by Seller on or prior to of the date of this Agreement;Counterparty thereto. (d) There Except as set forth on Schedule C, no Assumed Contract nor 100% Assigned Contract has been no amended, supplemented or modified in any material default under any of respect from the Assumed Contracts by the other parties copy thereof furnished to the Assumed Contracts at any time after January 1, 2009, and no event has occurred since January 1, 2009 which, with the giving of notice, the lapse of time and/or other action or inaction, would constitute a material default under any of the Assumed Contracts by the other parties to the Assumed Contracts; and (e) Seller has not assigned any of its rights or interests in any Assumed Contract to any person, and all of the Assumed Contracts are, and immediately after the sale and assignment of the Assumed Contracts to Acquisition Sub as contemplated by this Agreement shall continue to be, in full force and effect and valid, binding and enforceable in accordance with their respective terms, in each case, except for such failure to be in full force and effect and valid, binding and enforceable that have been caused by a party to such Assumed Contract other than Seller or ParentBuyer hereunder. Seller has provided Acquisition Sub or ITS with true, correct True and complete copies of all of Assumed Contracts and each 100% Assigned Contract (including all amendments, supplements and modifications thereto) have been provided or made available to Buyer prior to the Assumed Contracts. All information regarding the Business Contracts as set forth in Schedule 1.1(a)(vi) is true, correct and complete, including the commencement date of each Business ContractClosing Date.

Assumed Contracts. Except for True, correct and complete copies of all contracts to which any Assumed Warranty Liabilities in existence on Seller is a party as of the date of this Agreement (other than the Permits and the Licenses but including any confidentiality agreement between any Seller and any Franchisee) that are material to the operation of the Business and all amendments thereto (the "Assumed Contracts") have been delivered to Purchaser by Sellers and are listed on Schedule 2.14 as of the date of this Agreement, and, except as disclosed specifically identified on Schedule 2.15 attached 2.14 hereto, (a) Seller has fulfilled , all of its obligations under such Assumed Contracts are able to be terminated by the applicable Seller without cause on not more than sixty (60) days' notice. None of the Assumed Contracts that has been materially modified since such copies were required to be fulfilled prior to the date hereof; (b) Seller has not defaulted under any of the delivered. Each Assumed Contracts, nor has any event occurred which, with the giving of notice, the lapse of time and/or other action or inaction, would constitute a default by Seller under any of the Assumed Contracts; (c) no consent of any Contract is in full force and effect in all material respects. No party to any of the Assumed Contracts is required for the execution, delivery has given notice of default or performance of this Agreement, or the consummation of the transactions contemplated hereby, other than termination. Except as set forth on Schedule 2.14, Franchisor and Candlewood are and have been in compliance in all material respects with their obligations and liabilities under each of the Assumed Contracts. To the Knowledge of any Seller, except as set forth on Schedule 2.42.14, all other parties to the Assumed Contracts are in compliance in all material respects with their respective obligations and except liabilities under the Scheduled Contracts with respect to Assumed Contracts. Except for any transfer of any Assumed Contract between Candlewood and Franchisor, no Seller has made an assignment or transfer of any of its rights under any of the Assumed Contracts. Neither the assignment of the Scheduled Contracts to Acquisition Sub, all such consents have been obtained by Seller on or prior to the date of this Agreement; (d) There has been no material default under any of the Assumed Contracts by the other parties applicable Seller to Purchaser hereunder, nor the Assumed Contracts at exercise of any time after January 1, 2009, and no event has occurred since January 1, 2009 which, with the giving of notice, the lapse of time and/or other action or inaction, would constitute a material default rights under any of the Assumed Contracts by Purchaser and its successors and assigns, shall violate the other parties terms thereof or infringe or conflict in any way with the rights of (i) any Franchisee, or (ii) to the Assumed Contracts; and (e) Seller has not assigned Knowledge of any of its rights or interests in any Assumed Contract to Seller, any person, and all of the Assumed Contracts arefirm, and immediately after the sale and assignment of the Assumed Contracts association, corporation or other entity that could reasonably be anticipated to Acquisition Sub have a Material Adverse Effect. Except as contemplated by this Agreement shall continue to beotherwise provided on Schedule 2.14, in full force and effect and valid, binding and enforceable in accordance with their respective terms, in each case, except for such failure to be in full force and effect and valid, binding and enforceable that have been caused by a party to such Assumed Contract other than Seller is freely assignable by Sellers with no requirement of consent or Parent. Seller has provided Acquisition Sub approval by any third party or ITS with true, correct and complete copies of all of the Assumed Contracts. All information regarding the Business Contracts as set forth in Schedule 1.1(a)(vi) is true, correct and complete, including the commencement date of each Business ContractGovernmental Entity.

Assumed Contracts. Except for any Assumed Warranty Liabilities in existence on the date of this Agreement and except as disclosed on (a) Schedule 2.15 attached hereto,3.6 (a) is a true and complete list of all Contracts except (a) Contracts payable in cash for production services or for the sale of advertising time broadcast on the Stations, (b) trade or barter advertising agreements entered into in the ordinary course of business, (c) oral employment Contracts terminable at will and (d) other Contracts with a duration of one year or less and entered into in the ordinary course of business not involving liabilities exceeding $1,000 per Contract per year or $25,000 per year in the aggregate for all such Contracts. Seller has fulfilled will deliver to Buyer true and complete copies of all written Contracts listed on Schedule 3.6(a) and true and complete memoranda of its obligations under all oral Contracts (including any amendments and other modifications to such Contracts) within ten (10) business days after the Assumed date of execution of this Agreement. Other than the Contracts listed on Schedule 3.6(a) or any other Schedule to this Agreement and the Contracts that were are not required to be fulfilled prior listed on Schedule 3.6(a), Seller requires no contract, lease, or other agreement to the date hereof; (b) Seller has not defaulted under any of the Assumed Contracts, nor has any event occurred which, with the giving of notice, the lapse of time and/or other action or inaction, would constitute a default by Seller under any of the Assumed Contracts; (c) no consent of any party enable it to any carry on its business as now conducted. All of the Assumed Contracts is required for (a) are in full force and effect and constitute valid and binding obligations of Seller, (b) contain no provisions restricting competition and (c) to the executionbest knowledge of Seller, delivery or performance of this Agreement, or the consummation of the transactions contemplated hereby, other than as set forth in Schedule 2.4parties thereto, and except under subject to obtaining the Scheduled Contracts with respect Consents listed on Schedule 3.3 to the assignment extent applicable to such Contracts, may be transferred to Buyer pursuant to this Agreement and will be in full force and effect at the time of such transfer except to the Scheduled Contracts to Acquisition Sub, all extent any such consents have been obtained by Seller on Assumed Contract is terminated or expires in accordance with its terms prior to the date of this Agreement; (d) There Closing. Seller has been no fulfilled and performed in all material default respects its obligations under any each of the Assumed Contracts by and, to the best knowledge of Seller, no other parties party to the Assumed Contracts at any time after January 1, 2009is in material default or breach thereunder, and no event has occurred since January 1, 2009 and no condition exists which, with the passage of time or the giving of notice, the lapse of time and/or other action notice or inactionboth, would constitute a material default under or breach by Seller or, to the best knowledge of Seller, by any such other party. (b) Schedule 3.6(b) lists all agreements, contracts, understandings and commitments as of the Assumed Contracts by date indicated thereon for the sale of time on the Stations for other parties to than monetary consideration ("Trade Agreements") as of the Assumed Contracts; and (e) Seller has not assigned any of its rights or interests in any Assumed Contract to any persondate stated therein, and all sets forth the parties thereto, the financial value of the Assumed Contracts are, time required to be provided from and immediately after the sale date of such Schedule and assignment the financial value of the Assumed Contracts to Acquisition Sub as contemplated by this Agreement shall continue to be, in full force and effect and valid, binding and enforceable in accordance with their respective terms, in each case, except for such failure goods or services to be in full force received by Seller from and effect and valid, binding and enforceable that have been caused by a party to after the date of such Assumed Contract other than Seller or ParentSchedule. Seller has provided Acquisition Sub or ITS with true, correct True and complete copies of all written Trade Agreements in effect as of the Assumed Contracts. All information regarding the Business Contracts as set forth in Schedule 1.1(a)(vi) is true, correct and completesuch date, including all amendments, modifications and supplements thereto, will be delivered to Buyer within ten (10) business days after the commencement date of execution of this Agreement and each Business ContractTrade Agreement hereafter entered into prior to Closing shall be promptly delivered to Buyer.

Assumed Contracts. Except for any Assumed Warranty Liabilities in existence on the date of this Agreement and except as disclosed on Schedule 2.15 attached hereto, (a) Seller has fulfilled all of its obligations under the Assumed Contracts that were required to be fulfilled prior to the date hereof; (b) Seller has not defaulted under any of the Assumed Contracts, nor has any event occurred which, with the giving of notice, the lapse of time and/or other action or inaction, would constitute a default by Seller under any of the Assumed Contracts; (c) no consent of any party to any of the Assumed Contracts is required for the execution, delivery or performance of this Agreement, or the consummation of the transactions contemplated hereby, other than as set forth in Schedule 2.4, and except under the Scheduled Contracts with respect to the assignment of the Scheduled Contracts to Acquisition Sub, all such consents have been obtained by Seller on or prior to the date of this Agreement; (d) There has been no material default under any of the Assumed Contracts by the other parties to the Assumed Contracts at any time after January 1, 2009, and no event has occurred since January 1, 2009 which, with the giving of notice, the lapse of time and/or other action or inaction, would constitute a material default under any of the Assumed Contracts by the other parties to the Assumed Contracts; and (e) Seller has not assigned any of its rights or interests in any Assumed Contract to any person, and all of the Assumed Contracts are, and immediately after the sale and assignment of the Assumed Contracts to Acquisition Sub as contemplated by this Agreement shall continue to be, in full force and effect and valid, binding and enforceable in accordance with their respective terms, in each case, except for such failure to be in full force and effect and valid, binding and enforceable that have been caused by a party to such Assumed Contract other than Seller or Parent. Seller has provided Acquisition Sub or ITS with trueTrue, correct and complete copies of all the Assumed Contracts have been provided to the Buyer. Each of the Assumed Contracts is in full force and effect and, to the Seller's and the Parent's knowledge, is a valid, binding and enforceable obligation of the other parties thereto, except as such enforceability may be subject to the effects of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws, rules or regulations affecting creditors' rights generally or subject to the effects of general equitable principles. To the Seller's and the Parent's knowledge, each party to each Assumed Contract (other than the Seller) has complied in all material respects with all commitments and obligations on its part to be performed or observed under each Assumed Contract. Neither the Seller nor the Parent has received notice of default or cancellation of or intent to cancel any of the Assumed Contracts. All information regarding There exists no event of default or occurrence, condition or act on the Business part of the Seller or on the part of any other party to the Assumed Contracts as set forth which constitutes or would constitute (with notice or lapse of time or both) a breach thereunder, or cause or permit acceleration of any obligation thereunder. Each Assumed Contract, upon consummation of the transactions contemplated by this Agreement, the Seller Documents, the Parent Documents and the Buyer Documents, shall continue to be legal, valid, binding and enforceable on terms identical to those currently in Schedule 1.1(a)(vi) is trueeffect (except for the substitution of the Buyer in place of the Seller), correct shall continue in full force and completeeffect without penalty or adverse consequence, including and the commencement date necessary written consents or amendments to the Assumed Contracts have been obtained so that the consummation of each Business Contractsuch transactions will not cause a breach of the Assumed Contracts or cause any other Person to be able to terminate any of the Assumed Contracts.

Assumed Contracts. Except for any Assumed Warranty Liabilities in existence on the date of this Agreement and except as disclosed on Schedule 2.15 attached hereto, (a) Seller has fulfilled all of its obligations under the Each Assumed Contracts that were required to be fulfilled prior to the date hereof; Contract (bi) Seller has not defaulted under any is a lawful, valid and legally binding obligation of the Assumed Contracts, nor has any event occurred which, with the giving of notice, the lapse of time and/or other action or inaction, would constitute a default by Seller under any of the Assumed Contracts; (c) no consent of any party to any of the Assumed Contracts is required for the execution, delivery or performance of this Agreement, or the consummation applicable Affiliate of the transactions contemplated hereby, other than as set forth in Schedule 2.4Seller, and except under the Scheduled Contracts with respect to the assignment of the Scheduled Contracts to Acquisition Sub, all such consents have been obtained by Seller on or prior to the date of this Agreement; (d) There has been no material default under any of the Assumed Contracts by the other parties to the Assumed Contracts at any time after January 1, 2009, and no event has occurred since January 1, 2009 which, with the giving of notice, the lapse of time and/or other action or inaction, would constitute a material default under any of the Assumed Contracts by the other parties to the Assumed Contracts; and (e) Seller has not assigned any of its rights or interests in any Assumed Contract to any person, and all of the Assumed Contracts are, and immediately after the sale and assignment of the Assumed Contracts to Acquisition Sub as contemplated by this Agreement shall continue to be, is in full force and effect (or constitutes a month-to-month Contract under which goods or services are being provided after the expiration of its original term), and valid, binding and enforceable Seller or the applicable Affiliate of Seller has duly performed in accordance with their respective terms, in all material respects its obligations under each case, except for such failure Assumed Contract to be in full force and effect and valid, binding and enforceable that have been caused by which it is a party to the extent that such obligations to perform have accrued, and (ii) except for any breaches resulting from the failure to obtain the consent of the counterparty thereto to the assignment of same to Buyer, no material breach or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default under any Assumed Contract other than by Seller or Parentthe applicable Affiliate of Seller or, to the knowledge of Seller, and except as set forth on Schedule 5.9, any other party or obligor with respect thereto, has occurred, except to the extent said breach or default would not reasonably constitute a Material Adverse Effect. Seller has provided Acquisition Sub made available or ITS with true, delivered to Buyer true and correct and complete copies of all of the Assumed Contracts. All information regarding the Business Contracts as set forth in Schedule 1.1(a)(vi) is true, correct and complete, including all amendments and supplements thereto. (b) To Seller’s knowledge, Seller has performed all material obligations relating to the commencement date Purchased Assets, and is not in breach or default, nor do any circumstances exist which with or without notice or lapse of each Business time, or both, would result in breach or default, nor is there any claim of such breach or default with respect to any obligation to be performed, under any Assumed Contract, which breach or default or its consequences could reasonably be expected to have a Material Adverse Effect on the Purchased Assets.

Assumed Contracts. Except for any Assumed Warranty Liabilities in existence on the date of this Agreement and except as disclosed on Schedule 2.15 attached hereto, (a) Seller has fulfilled Section 1.1(a) of the Disclosure Schedule contains a true and correct list of all of its obligations under the Assumed Contracts that were required to be fulfilled prior to the date hereof;Contracts. (b) Seller has not defaulted under any Each of the Assumed ContractsContracts was entered into in the ordinary course of business on terms substantially consistent with Seller’s practice prior thereto, nor has any event occurred whichis in full force and effect, with the giving and there exists no breach or violation of notice, the lapse of time and/or other action or inaction, would constitute a default by Seller under any of such Assumed Contracts nor, to the Assumed Contracts; (c) no consent Knowledge of Seller, by any other party to such Assumed Contract or any event which, with notice or the lapse of the Assumed Contracts is required for the execution, delivery or performance of this Agreementtime, or both, will create a breach or violation thereof or default thereunder by Seller or, to the Knowledge of Seller, by any other party to such Assumed Contract. To the Knowledge of Seller, there is no Assumed Contract that contains any contractual requirement with which there is a reasonable likelihood that Seller or, to Seller’s Knowledge, any other party thereto will be unable to comply. The continuation, validity, and effectiveness of each Assumed Contract will in no way be affected by the consummation of the transactions contemplated herebyby this Agreement and the assignment of such Assumed Contract to Purchaser. (c) Section 4.13(c) of the Disclosure Schedule contains a true and correct list of all customers of Seller party to an Assumed Contract (each, other than a “Customer”). Except as set forth in Schedule 2.4Section 4.13(c) of the Disclosure Schedule, and except under there exists no actual or, to the Scheduled Contracts Knowledge of Seller, any threatened termination, cancellation, or limitation of, or any amendment, modification, or change to any Assumed Contract. (d) Except to its secured lenders set forth on Section 4.13(d) of the Disclosure Schedule, Seller has not granted any power of attorney affecting or with respect to any of its business, affairs, or assets, or any combination thereof, that remains outstanding. (e) A true, correct, and legible copy (and if oral, a description of material terms) of each Assumed Contract and all modifications, amendments, renewals, or extensions thereof has been provided to Purchaser prior to the assignment Closing. (f) Except as set forth in Section 4.13(f) of the Scheduled Disclosure Schedule, each of the Assumed Contracts may be assigned to Acquisition SubPurchaser without the prior approval or consent of any other party. With respect to any Assumed Contract that may not be assigned to Purchaser without the prior approval or consent of any other party, all such necessary approvals or consents have been been, or will be, obtained by Seller on or prior to the date of this Agreement; (d) There has been no material default under any of the Assumed Contracts by the other parties to the Assumed Contracts at any time after January 1, 2009, and no event has occurred since January 1, 2009 which, with the giving of notice, the lapse of time and/or other action or inaction, would constitute a material default under any of the Assumed Contracts by the other parties to the Assumed Contracts; and (e) Seller has not assigned any of its rights or interests in any Assumed Contract to any person, and all of the Assumed Contracts are, and immediately after the sale and assignment of the Assumed Contracts to Acquisition Sub as contemplated by this Agreement shall continue to be, in full force and effect and valid, binding and enforceable in accordance with their respective terms, in each case, except for such failure to be in full force and effect and valid, binding and enforceable that have been caused by a party to such Assumed Contract other than Seller or Parent. Seller has provided Acquisition Sub or ITS with true, correct and complete copies of all of the Assumed Contracts. All information regarding the Business Contracts as set forth in Schedule 1.1(a)(vi) is true, correct and complete, including the commencement date of each Business ContractClosing Date.

Assumed Contracts. Except for any Assumed Warranty Liabilities in existence on the date of this Agreement and except as disclosed on Schedule 2.15 attached hereto, Section 2.1 (ae) Seller has fulfilled all of its obligations under the Assumed Contracts that were required to be fulfilled prior to the date hereof; (b) Seller has not defaulted under any of the Assumed Contracts, nor has any event occurred which, with the giving of notice, the lapse of time and/or other action or inaction, would constitute Disclosure Schedule contains a default by Seller under any of the Assumed Contracts; (c) no consent of any party to any list of the Assumed Contracts is required for identified by the executionBuyer, delivery or performance of this Agreement, or which constitute the consummation only contracts necessary to the operation of the transactions contemplated hereby, other than as set forth Business in Schedule 2.4, and except under the Scheduled Contracts with respect to manner conducted by the assignment of the Scheduled Contracts to Acquisition Sub, all such consents have been obtained by Seller on or prior to the date of this Agreement; (d) There has been no material default under any of the Assumed Contracts by the other parties to the Assumed Contracts at any time after January 1, 2009, and no event has occurred since January 1, 2009 which, with the giving of notice, the lapse of time and/or other action or inaction, would constitute a material default under any of the Assumed Contracts by the other parties to the Assumed Contracts; and (e) Seller has not assigned any of its rights or interests in any Assumed Contract to any person, and all of the Assumed Contracts are, and immediately after the sale and assignment of the Assumed Contracts to Acquisition Sub as contemplated by this Agreement shall continue to be, in full force and effect and valid, binding and enforceable in accordance with their respective terms, in each case, except for such failure to be in full force and effect and valid, binding and enforceable that have been caused by a party to such Assumed Contract other than Seller or ParentClosing Date. Seller has provided Acquisition Sub or ITS with true, correct Accurate and complete copies of all of the Assumed Contracts. All information regarding the Business Contracts as set forth in Schedule 1.1(a)(vi) is true, correct and complete, including all amendments thereto and written waivers thereunder, have been furnished by the commencement date Seller to the Buyer. Each of each Business Contractthe Assumed Contracts is a valid and binding obligation of the Seller and, is assignable to Buyer pursuant to this Agreement and enforceable in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights and general principles of equity relating to the availability of equitable remedies (whether considered in a proceeding at law or in equity). There have not been any defaults by Seller or defaults or any claims of default or claims of non-enforceability by the other party or parties under or with respect or any of the Assumed Contracts and, to Seller’s Knowledge there are no facts or conditions that have occurred or that are anticipated to occur with respect to or under any of the Assumed Contracts which, with the passage of time or the giving of notice, or both, would (i) constitute a default by Seller or by the other party or parties under any of the Assumed Contracts or (ii) cause the creation or imposition of any Lien or Permitted Lien upon any of the Acquired Assets or (iii) otherwise cause a Material Adverse Change on the Business. There are no prepayments or other circumstances under any Assumed Contract that would give rise to a performance obligation of the Buyer without the Buyer having received the corresponding compensation for the performance. Seller has not received any indication by a customer or supplier of an intention to discontinue or change the terms of the parties’ relationship.

Assumed Contracts. Except for any Assumed Warranty Liabilities in existence on 4.8.1 All of the date of this Agreement and except as disclosed Contracts listed on Schedule 2.15 attached hereto, 4.8.1 (aexcept the Excluded Contracts, the “Assumed Contracts”) are all of the Contracts to which the Seller is a party and are related to the operation of the Business and are valid and in full force and effect. The Seller has fulfilled performed, in all of material respects, its obligations under each Assumed Contract and is not in material breach of any Assumed Contract. To the Seller’s Knowledge, no counterparty to any Assumed Contracts that were required to be fulfilled prior to the date hereof; Contract has defaulted (b) Seller has not defaulted under any of the Assumed Contracts, nor has any or engaged in an event occurred which, with the giving of notice, notice or the lapse of time and/or other action or inactionboth, would constitute a default by Seller under default), breached or repudiated any of the Assumed Contracts; (c) no consent of any party to any Contract. All of the Assumed Contracts is required for will be enforceable by the execution, delivery or performance of this Agreement, or applicable Buyer after the consummation of the transactions contemplated hereby, other than as set forth in Schedule 2.4, and except under the Scheduled Contracts with respect Closing to the assignment of the Scheduled Contracts to Acquisition Sub, all such consents same extent they would have been obtained by Seller on or prior to the date of this Agreement; (d) There has been no material default under any of the Assumed Contracts by the other parties to the Assumed Contracts at any time after January 1enforceable, 2009, and no event has occurred since January 1, 2009 which, with the giving of notice, the lapse of time and/or other action or inaction, would constitute a material default under any of the Assumed Contracts by the other parties to the Assumed Contracts; and (e) Seller has not assigned any of its rights or interests in any Assumed Contract to any person, and all of the Assumed Contracts are, and immediately after the sale and assignment of the Assumed Contracts to Acquisition Sub as contemplated by this Agreement shall continue to be, in full force and effect and valid, binding and enforceable in accordance with their respective terms, in each case, except for such failure to be in full force and effect and valid, binding and enforceable that have by the Seller if the Transaction had not been caused by a party to such Assumed Contract other than Seller or Parentconsummated. The Seller has provided Acquisition Sub or ITS with true, delivered to Parent complete and correct and complete copies of all of the Assumed Contracts. All information regarding the Business Contracts Except as set forth in Schedule 1.1(a)(vi4.8.1(b), none of the Assumed Contracts contains any restrictions prohibiting or limiting the ability of the Seller (or any of the Buyers following the Closing) to (1) engage in any line of business, (2) compete with, obtain products or services from, or provide services or products to, any Person, (3) carry on or expand the nature or geographical scope of the Business anywhere in the world, or (4) disclose any confidential information in the possession of the Seller or Buyers (and not otherwise generally available to the public). 4.8.2 Except as set forth on Schedule 4.8.2, none of the Assets are subject to (a) any Contract relating to Indebtedness, whether incurred, assumed, guaranteed or secured by any asset; (b) any joint venture, partnership, limited liability company or other similar agreements or arrangements; (c) any Contract where a Governmental Body is truealso a party or, correct and completeto the Seller’s Knowledge, including the commencement date of each Business Contractan ultimate beneficiary; or (d) any direct or indirect guarantees by any Person pertaining to such Asset.