Common use of Business Agreements Clause in Contracts

Business Agreements. Section 2.20 of the Disclosure Letter sets forth a correct and complete list of all Business Agreements. The Seller Parties have delivered to the Buyer accurate and complete copies of each Business Agreement, and each such Business Agreement (i) is in full force and effect, (ii) constitutes a legal, valid and binding obligation of Seller and (iii) is enforceable against Seller and, to the best of the Seller Parties' knowledge, the other parties thereto, in accordance with its terms. Seller is in compliance with each such Business Agreement in all material respects. To the Seller Parties' knowledge, all other parties to the such Business Agreements are in compliance with the terms thereof in all material respects. Except as otherwise disclosed in Section 2.20 of the Disclosure Letter: (i) each Business Agreement may be assigned to the Buyer without the consent of any other Person; (ii) neither Seller nor, to the Seller Parties' knowledge, any other Person thereto has, violated or breached, or declared or committed any default under, any Business Agreement; (iii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach of any of the provisions of any Business Agreement by Seller nor, to the knowledge of the Seller Parties', any other Person thereto, (B) give to Seller nor, to the knowledge of the Seller Parties, any other Person thereto the right to declare or exercise any remedy under any Business Agreement, (C) give to Seller, nor to the knowledge of the Seller Parties, any other Person thereto the right to accelerate the maturity of performance of any Business Agreement, or (D) give to Seller nor, to the knowledge of the Seller Parties, any other Person thereto the right to cancel, terminate or modify any Business Agreement; (iv) none of the Seller Parties has received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Business Agreement; and (v) none of the Seller Parties has waived any material right under any Business Agreement. There is no agreement (noncompete or otherwise) or Governmental Order to which any of the Seller Parties or any of their officers, directors or employees is a party or otherwise binding upon any of the Seller Parties or any of their officers, directors or employees that has or reasonably could be expected to have an effect of prohibiting or impairing (i) the acquisition of the Assets by the Buyer or (ii) the performance of any of the Seller Parties' obligations under the Transaction Agreements.

Business Agreements. Section 2.20 2.22 of the Disclosure Letter sets forth a correct and complete list of all Business AgreementsAgreements that involve annual payments to or from the Company in an amount greater than $25,000. The Seller Parties have Company has delivered to the Buyer accurate and complete copies of each Business AgreementAgreement listed on any Schedule hereto, and each such Business Agreement (i) is in full force and effect, (ii) constitutes a legal, valid and binding obligation of Seller the Company and (iii) is enforceable against Seller the Company and, to the best of the Company's and Seller Parties' Co-Representatives’ knowledge, the other parties thereto, in accordance with its terms. Seller The Company is in compliance with each such Business Agreement in all material respects. To the Company's and Seller Parties' Co-Representatives’ knowledge, all other parties to the such Business Agreements are in compliance with the terms thereof in all material respects. Except as otherwise disclosed in on Section 2.20 2.22(b) of the Disclosure Letter: (i) each Business Agreement may be assigned to neither the Buyer without the consent of any other Person; (ii) neither Seller Company nor, to the Company's or Seller PartiesCo-Representatives' knowledge, any other Person thereto hasthereto, has materially violated or materially breached, or declared any default or committed any material default under, any Business Agreement; (iiiii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) ), and the execution and delivery of this Agreement and the consummation of the Transactions contemplated herein will not, (A) result in a violation or breach of any of the provisions of any Business Agreement by Seller the Company nor, to the knowledge of the Company or Seller Parties'Co-Representatives, any other Person thereto, (B) give to Seller northe Company, nor to the knowledge of the Company or Seller PartiesCo- Representatives, any other Person thereto the right to declare or exercise any remedy under any Business Agreement, (C) give to Sellerthe Company, nor to the knowledge of the Company or Seller PartiesCo-Representatives, any other Person thereto the right to accelerate the maturity of performance of any Business Agreement, or (D) give to Seller northe Company, nor to the knowledge of the Company or Seller PartiesCo-Representatives, any other Person thereto the right to cancel, terminate or modify any Business Agreement; (iv) none of neither the Company nor Seller Parties has Co-Representatives have received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Business Agreement; and (v) none of the Seller Parties Company has not waived any material right under any Business Agreement. There is no agreement (noncompete non-compete or otherwise) or Governmental Order to which any of either the Company or Seller Parties or any of Co-Representatives or, as applicable, their respective officers, directors or employees employees, is a party or otherwise binding upon any of the Company or Seller Parties or any of Co-Representatives or, as applicable, their respective officers, directors or employees employees, that has or reasonably could be expected to have an effect of prohibiting or impairing (i) the acquisition of the Assets Shares by the Buyer or Buyer, (ii) the performance of the Company or any of the Seller Parties' Sellers of their respective obligations under the Transaction AgreementsAgreements or (iii) the conduct of the Company's business following the Closing.

Business Agreements. Section 2.20 2.22 of the Disclosure Letter sets forth a correct and complete list of all Business AgreementsAgreements that involve annual payments to or from the Company in an amount greater than $25,000. The Seller Parties have Company has delivered to the Buyer accurate and complete copies of each Business AgreementAgreement listed on any Schedule hereto, and each such Business Agreement (i) is in full force and effect, (ii) constitutes a legal, valid and binding obligation of Seller the Company and (iii) is enforceable against Seller the Company and, to the best of the Seller Parties' Company's and Sellers’ knowledge, the other parties thereto, in accordance with its terms. Seller The Company is in compliance with each such Business Agreement in all material respects. To the Seller Parties' Company's and Sellers’ knowledge, all other parties to the such Business Agreements are in compliance with the terms thereof in all material respects. Except as otherwise disclosed in on Section 2.20 2.22(b) of the Disclosure Letter: (i) each Business Agreement may be assigned to neither the Buyer without the consent of any other Person; (ii) neither Seller Company nor, to the Seller PartiesCompany's or Sellers' knowledge, any other Person thereto hasthereto, has materially violated or materially breached, or declared any default or committed any material default under, any Business Agreement; (iiiii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) ), and the execution and delivery of this Agreement and the consummation of the Transactions contemplated herein will not, (A) result in a violation or breach of any of the provisions of any Business Agreement by Seller the Company nor, to the knowledge of the Seller Parties'Company or Sellers, any other Person thereto, (B) give to Seller northe Company, nor to the knowledge of the Seller PartiesCompany or Sellers, any other Person thereto the right to declare or exercise any remedy under any Business Agreement, (C) give to Sellerthe Company, nor to the knowledge of the Seller PartiesCompany or Sellers, any other Person thereto the right to accelerate the maturity of performance of any Business Agreement, or (D) give to Seller northe Company, nor to the knowledge of the Seller PartiesCompany or Sellers, any other Person thereto the right to cancel, terminate or modify any Business Agreement; (iv) none of neither the Seller Parties has Company nor Sellers have received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Business Agreement; and (v) none of the Seller Parties Company has not waived any material right under any Business Agreement. There is no agreement (noncompete non-compete or otherwise) or Governmental Order to which any of either the Seller Parties Company or any of Sellers or, as applicable, their respective officers, directors or employees employees, is a party or otherwise binding upon any of the Seller Parties Company or any of Sellers or, as applicable, their respective officers, directors or employees employees, that has or reasonably could be expected to have an effect of prohibiting or impairing (i) the acquisition of the Assets Shares by the Buyer or Buyer, (ii) the performance of the Company or any of the Seller Parties' Sellers of their respective obligations under the Transaction AgreementsAgreements or (iii) the conduct of the Company's business following the Closing.

Business Agreements. Section 2.20 2.22 of the Disclosure Letter sets forth a correct and complete list of all Business Agreements. The Seller Parties have Company has delivered to the Buyer accurate and complete copies of each Business AgreementAgreement listed on any Schedule hereto, and each such Business Agreement (i) is in full force and effect, (ii) constitutes a legal, valid and binding obligation of Seller the Company and (iii) is enforceable against Seller the Company and, to the best of the Seller Parties' Company’s and Xx. Xxxxxxx’x knowledge, the other parties thereto, in accordance with its terms. Seller The Company is in compliance with each such Business Agreement in all material respects. To the Seller Parties' Company’s and Xx. Xxxxxxx’x knowledge, all other parties to the such Business Agreements are in compliance with the terms thereof in all material respects. Except as otherwise disclosed in on Section 2.20 2.22(b) of the Disclosure Letter: (i) each Business Agreement may be assigned to neither the Buyer without the consent of any other Person; (ii) neither Seller Company nor, to the Seller Parties' Company’s or Xx. Xxxxxxx’x knowledge, any other Person thereto hasthereto, has materially violated or materially breached, or declared any default or committed any material default under, any Business Agreement; (iiiii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) ), and the execution and delivery of this Agreement and the consummation of the Transactions contemplated herein will not, (A) result in a violation or breach of any of the provisions of any Business Agreement by Seller the Company nor, to the knowledge of the Seller Parties'Company or Xx. Xxxxxxx, any other Person thereto, (B) give to Seller northe Company, nor to the knowledge of the Seller PartiesCompany or Xx. Xxxxxxx, any other Person thereto the right to declare or exercise any remedy under any Business Agreement, (C) give to Sellerthe Company, nor to the knowledge of the Seller PartiesCompany or Xx. Xxxxxxx, any other Person thereto the right to accelerate the maturity of performance of any Business Agreement, or (D) give to Seller northe Company, nor to the knowledge of the Seller PartiesCompany or Xx. Xxxxxxx, any other Person thereto the right to cancel, terminate or modify any Business Agreement; (iv) none of neither the Seller Parties has Company nor Xx. Xxxxxxx have received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Business Agreement; and (v) none of the Seller Parties Company has not waived any material right under any Business Agreement. There is no agreement (noncompete or otherwise) or Governmental Order to which any of either the Seller Parties Company or any of Xx. Xxxxxxx or, as applicable, their respective officers, directors or employees employees, is a party or otherwise binding upon any of the Seller Parties Company or any of Xx. Xxxxxxx or, as applicable, their respective officers, directors or employees employees, that has or reasonably could be expected to have an effect of prohibiting or impairing (i) the acquisition of the Assets Shares by the Buyer or Buyer, (ii) the performance of the Company or any of the Seller Parties' Sellers of their respective obligations under the Transaction AgreementsAgreements or (iii) the conduct of the Company’s business following the Closing.