Common use of Certain Contracts and Arrangements Clause in Contracts

Certain Contracts and Arrangements. (a) To Seller’s Knowledge as of the date hereof, except for any contract, agreement, lease, commitment, understanding, or instrument which (i) is disclosed or described on Schedule 5.9, Schedule 5.11, Schedule 5.12(a), Schedule 5.12(g) or Schedule 5.13(a), or (ii) has been entered into in the ordinary course of business and is not material to the conduct of the Business as currently conducted by Seller, as of the date of this Agreement, Seller is not a party to any contract, agreement, lease, commitment, understanding, or instrument which is principally related to the Business or the Purchased Assets other than agreements that relate to both the Business and the other businesses of Seller, and any other contracts, agreements, personal property leases, commitments, understandings, or instruments which are Excluded Assets or Excluded Liabilities. Except as disclosed or described in Schedule 5.13(a) or as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (A) each material Business Agreement constitutes a valid and binding obligation of Seller and, to Seller’s Knowledge, constitutes a valid and binding obligation of the other parties thereto and is in full force and effect; (B) Seller is not in breach or default (nor has any event occurred which, with notice or the passage of time, or both, would constitute such a breach or default) under, and has not received written notice that it is in breach or default under, any material Business Agreement, except for such breaches or defaults as to which requisite waivers or consents have been obtained; (C) to Seller’s Knowledge, no other party to any material Business 1-LA/903877.26 Agreement is in breach or default (nor has any event occurred which, with notice or the passage of time, or both, would constitute such a breach or default) under any material Business Agreement; and (D) Seller has not received written notice of cancellation or termination of any material Business Agreement. (b) Schedule 5.13(b) sets forth a list of each municipal franchise agreement relating to the Business to which Seller is a party (the “Franchises”) as of the date hereof. Except as disclosed in Schedule 5.13(b) or, individually or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect, Seller is not in default under such agreements and, to Seller’s Knowledge, each such agreement is in full force and effect. Except as set forth in Schedule 5.13(b) or, individually or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect, Seller has all franchises necessary for the operation of the Business as presently conducted.

Certain Contracts and Arrangements. (a) To Seller’s Knowledge as of the date hereofExcept for contracts, except for any contractagreements, agreementleases, leasecommitments, commitment, understandingunderstandings, or instrument instruments which (i) is disclosed or described are listed on Schedule 5.9, Schedule 5.11, Schedule 5.12(a), Schedule 5.12(g) or Schedule 5.13(a) (the “Material Business Agreements”), or (ii) has have been entered into in the ordinary course of business and is do not material to the conduct individually involve annual payment obligations in excess of the Business as currently conducted by Seller, as of the date of this Agreement$50,000, Seller is not a party to any contract, agreement, lease, commitment, understanding, or instrument which is principally related to the Business or the Purchased Assets other than agreements that relate to both the Business and Retained Agreements, the other businesses of SellerShared Agreements, and any other contracts, agreements, personal property leases, commitments, understandings, or instruments which are Excluded Assets or Excluded LiabilitiesAssets. Except as disclosed or described in Schedule 5.13(a) or as), individually or in the aggregate, would not reasonably be expected to have a each Material Adverse Effect, (A) each material Business Agreement constitutes a valid and binding obligation of Seller and, to Seller’s Knowledge, constitutes a valid and binding obligation of the other parties thereto and is in full force and effect; (B) . Seller is not in breach or default (nor has any event occurred which, with notice or the passage of time, or both, would constitute such a breach or default) under, and has not received written notice that it is in breach or default under, any material Material Business Agreement, except for such breaches or defaults as to which requisite waivers or consents have been obtained; (C) . Except as set forth in Schedule 5.13(a), to Seller’s Knowledge, no other party to any material Material Business 1-LA/903877.26 Agreement is in breach or default (nor has any event occurred which, with notice or the passage of time, or both, would constitute such a breach or default) under any material Business Agreement; and (D) Seller has not received written notice of cancellation or termination of any material Material Business Agreement. (b) Schedule 5.13(b) sets forth a list of each municipal or county franchise agreement relating to the Business to which Seller is a party (the “Franchises”) as of the date hereof). Except as disclosed in Schedule 5.13(b) or, individually or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect), Seller (i) has all Franchises necessary for the operation of the Business as presently conducted, and (ii) is not in default under such agreements and, to Seller’s Knowledge, each such agreement is in full force and effect. Except as set forth in Schedule 5.13(b) or, individually or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect, Seller has all franchises necessary for the operation of the Business as presently conducted.

Certain Contracts and Arrangements. (a) To Seller’s Knowledge as of the date hereofExcept for contracts, except for any contractagreements, agreementleases, leasecommitments, commitment, understandingunderstandings, or instrument instruments which (i) is disclosed or described are listed on Schedule 5.9, Schedule 5.11, Schedule 5.12(a), Schedule 5.12(g) or Schedule 5.13(a) (the “Material Business Agreements”), or (ii) has have been entered into in the ordinary course of business and is do not material to the conduct individually involve annual payment obligations in excess of the Business as currently conducted by Seller, as of the date of this Agreement$50,000, Seller is not a party to any contract, agreement, lease, commitment, understanding, or instrument which is principally related to the Business or the Purchased Assets other than agreements that relate to both the Business and Retained Agreements, the other businesses of SellerShared Agreements, and any other contracts, agreements, personal property leases, commitments, understandings, or instruments which are Excluded Assets or Excluded LiabilitiesAssets. Except as disclosed or described in Schedule 5.13(a) or as), individually or in the aggregate, would not reasonably be expected to have a each Material Adverse Effect, (A) each material Business Agreement constitutes a valid and binding obligation of Seller and, to Seller’s Knowledge, constitutes a valid and binding obligation of the other parties thereto and is in full force and effect; (B) . Seller is not in breach or default (nor has any event occurred which, with notice or the passage of time, or both, would constitute such a breach or default) under, and has not received written notice that it is in breach or default under, any material Material Business Agreement, except for such breaches or defaults as to which requisite waivers or consents have been obtained; (C) . Except as set forth in Schedule 5.13(a), to Seller’s Knowledge, no other party to any material Material Business 1-LA/903877.26 Agreement is in breach or default (nor has any event occurred which, with notice or the MISSOURI GAS passage of time, or both, would constitute such a breach or default) under any material Business Agreement; and (D) Seller has not received written notice of cancellation or termination of any material Material Business Agreement. (b) Schedule 5.13(b) sets forth a list of each municipal or county franchise agreement relating to the Business to which Seller is a party (the “Franchises”) as of the date hereof). Except as disclosed in Schedule 5.13(b) or, individually or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect), Seller (i) has all Franchises necessary for the operation of the Business as presently conducted, and (ii) is not in default under such agreements and, to Seller’s Knowledge, each such agreement is in full force and effect. Except as set forth in Schedule 5.13(b) or, individually or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect, Seller has all franchises necessary for the operation of the Business as presently conducted.

Certain Contracts and Arrangements. (a) To Seller’s Knowledge as of the date hereofExcept for contracts, except for any contractagreements, agreementleases, leasecommitments, commitment, understandingunderstandings, or instrument instruments which (i) is disclosed or described are listed on Schedule 5.9, Schedule 5.11, Schedule 5.12(a), Schedule 5.12(g) or Schedule 5.13(a), or (ii) has have been entered into in the ordinary course of business and is do not material individually involve annual payment obligations in excess of $100,000, or (iii) to Seller’s Knowledge have been entered into in the conduct ordinary course of the Business as currently conducted by Seller, as business and do not individually involve annual payments of the date of this Agreementmore than $25,000, Seller is not a party to any contract, agreement, lease, commitment, understanding, or instrument which is principally related to the Business or the Purchased Assets other than agreements that relate to both the Business and Retained Agreements, the other businesses of SellerShared Agreements, and any other contracts, agreements, personal property leases, commitments, understandings, or instruments which are Excluded Assets or Excluded LiabilitiesAssets. Except as disclosed or described in Schedule 5.13(a) or as), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (A) each material Business Agreement constitutes a valid and binding obligation of Seller and, to Seller’s Knowledge, constitutes a valid and binding obligation of the other parties thereto and is in full force and effect; (B) . Seller is not in breach or default (nor has any event occurred which, with notice or the passage of time, or both, would constitute such a breach or default) under, and has not received written notice that it is in breach or default under, any material Business Agreement, except for such breaches or defaults as to which requisite waivers or consents have been obtained; (C) . Except as set forth in Schedule 5.13(a), to Seller’s Knowledge, no other party to any material Business 1-LA/903877.26 Agreement is in breach or default (nor has any event occurred which, with notice or the passage of time, or both, would constitute such a breach or default) under any material Business Agreement; and (D) Seller has not received written notice of cancellation or termination of any material Business Agreement. (b) Schedule 5.13(b) sets forth a list of each municipal or county franchise agreement relating to the Business to which Seller is a party (the “Franchises”) as of the date hereof). Except as disclosed in Schedule 5.13(b) or, individually or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect), Seller is not in default under such agreements and, to Seller’s Knowledge, each such agreement is in full force and effect. Except as set forth in Schedule 5.13(b) or, individually or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect, Seller has all franchises necessary for the operation of the Business as presently conducted.

Certain Contracts and Arrangements. (a) To Seller’s Knowledge as of the date hereofExcept for contracts, except for any contractagreements, agreementleases, leasecommitments, commitment, understandingunderstandings, or instrument instruments which (i) is disclosed or described are listed on Schedule 5.9, Schedule 5.11, Schedule 5.12(a), Schedule 5.12(g) or Schedule 5.13(a), or (ii) has have been entered into in the ordinary course of business and is do not material to the conduct individually involve annual payment obligations in excess of the Business as currently conducted by Seller, as of the date of this Agreement$100,000, Seller is not a party to any contract, agreement, lease, commitment, understanding, or instrument which is principally related to the Business or the Purchased Assets other than agreements that relate to both the Business and Retained Agreements, the other businesses of SellerShared Agreements, and any other contracts, agreements, personal property leases, commitments, understandings, or instruments which are Excluded Assets or Excluded LiabilitiesAssets. Except as disclosed or described in Schedule 5.13(a) or as), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (A) each material Business Agreement constitutes a valid and binding obligation of Seller and, to Seller’s 's Knowledge, constitutes a valid and binding obligation of the other parties thereto and is in full force and effect; (B) . Seller is not in breach or default (nor has any event occurred which, with notice or the passage of time, or both, would constitute such a breach or default) under, and has not received written notice that it is in breach or default under, any material Business Agreement, except for such breaches or defaults as to which requisite waivers or consents have been obtained; (C) . Except as set forth in Schedule 5.13(a), to Seller’s 's Knowledge, no other party to any material Business 1-LA/903877.26 Agreement is in breach or default (nor has any event occurred which, with notice or the passage of time, or both, would constitute such a breach or default) under any material Business Agreement; and (D) . Except as set forth in Schedule 5.13(a), Seller has not received written notice of cancellation or termination of any material Business Agreement. To the extent available to Seller, true and complete copies of each Business Agreement listed in Schedule 5.13(a), together with all amendments and supplements thereto, have been made available to Seller. (b) Schedule 5.13(b) sets forth a list of each municipal or county franchise agreement relating to the Business to which Seller is a party (the “"Franchises”) as of the date hereof"). Except as disclosed in on Schedule 5.13(b) or, individually or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect), Seller is not in default under such agreements agreements, and, to Seller’s 's Knowledge, each such agreement is in full force and effect. Except as set forth in Schedule 5.13(b) or, individually or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect, Seller has all franchises necessary for the operation of the Business as presently conducted.

Certain Contracts and Arrangements. (a) To Seller’s Knowledge as of the date hereof, except for any contract, agreement, lease, commitment, understanding, or instrument which (i) is disclosed or described on Schedule 5.9, Schedule 5.11, Schedule 5.12(a), Schedule 5.12(g) or Schedule 5.13(a), or (ii) has been entered into in the ordinary course of business and is not material to the conduct of the Business as currently conducted by Seller, as of the date of this Agreement, Seller is not a party to any contract, agreement, lease, commitment, understanding, or instrument which is principally related to the Business or the Purchased Assets other than agreements that relate to both the Business and the other businesses of Seller, and any other contracts, agreements, personal property leases, commitments, understandings, or instruments which are Excluded Assets or Excluded Liabilities. Except as disclosed or described in Schedule 5.13(a) or as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (A) each material Business Agreement constitutes a valid and binding obligation of Seller and, to Seller’s Knowledge, constitutes a valid and binding obligation of the other parties thereto and is in full force and effect; (B) Seller is not in breach or default (nor has any event occurred which, with notice or the passage of time, or both, would constitute such a breach or default) under, and has not received written notice that it is in breach or default under, any material Business Agreement, except for such breaches or defaults as to which requisite waivers or consents have been obtained; (C) to Seller’s Knowledge, no other party to any material Business 1-LA/903877.26 Agreement is in breach or default (nor has any event occurred which, with notice or the passage of time, or both, would constitute such a breach or default) under any material Business Agreement; and (D) Seller has not received written notice of cancellation or termination of any material Business Agreement. (b) Schedule 5.13(b) sets forth a list of each municipal franchise agreement relating to the Business to which Seller is a party (the “Franchises”) as of the date hereof. Except as disclosed in Schedule 5.13(b) or, individually or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect, Seller is not in default under such agreements and, to Seller’s Knowledge, each such agreement is in full force and effect. Except as set forth in Schedule 5.13(b) or, individually or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect, Seller has all franchises necessary for the operation of the Business as presently conducted.;

Certain Contracts and Arrangements. (a) To Seller’s Knowledge as of the date hereofExcept for contracts, except for any contractagreements, agreementleases, leasecommitments, commitment, understandingunderstandings, or instrument instruments which (i) is disclosed or described are listed on Schedule 5.9, Schedule 5.11, Schedule 5.12(a), Schedule 5.12(g) or Schedule 5.13(a), or (ii) has have been entered into in the ordinary course of business and is do not material to the conduct individually involve annual payment obligations in excess of the Business as currently conducted by Seller, as of the date of this Agreement$100,000, Seller is not a party to any contract, agreement, lease, commitment, understanding, or instrument which is principally related to the Business or the Purchased Assets other than agreements that relate to both the Business and Retained Agreements, the other businesses of SellerShared Agreements, and any other contracts, agreements, personal property leases, commitments, understandings, or instruments which are Excluded Assets or Excluded LiabilitiesAssets. Except as disclosed or described in Schedule 5.13(a) or as), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (A) each material Business Agreement constitutes a valid and binding obligation of Seller and, to Seller’s Knowledge, constitutes a valid and binding obligation of the other parties thereto and is in full force and effect; (B) . Seller is not in breach or default (nor has any event occurred which, with notice or the passage of time, or both, would constitute such a breach or default) under, and has not received written notice that it is in breach or default under, any material Business Agreement, except for such breaches or defaults as to which requisite waivers or consents have been obtained; (C) . Except as set forth in Schedule 5.13(a), to Seller’s Knowledge, no other party to any material Business 1-LA/903877.26 Agreement is in breach or default (nor has any event occurred which, with notice or the passage of time, or both, would constitute such a breach or default) under any material Business Agreement; and (D) . Except as set forth in Schedule 5.13(a), Seller has not received written notice of cancellation or termination of any material Business Agreement. To the extent available to Seller, true and complete copies of each Business Agreement listed in Schedule 5.13(a), together with all amendments and supplements thereto, have been made available to Seller. (b) Schedule 5.13(b) sets forth a list of each municipal or county franchise agreement relating to the Business to which Seller is a party (the “Franchises”) as of the date hereof). Except as disclosed in on Schedule 5.13(b) or, individually or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect), Seller is not in default under such agreements agreements, and, to Seller’s Knowledge, each such agreement is in full force and effect. Except as set forth in Schedule 5.13(b) or, individually or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect, Seller has all franchises necessary for the operation of the Business as presently conducted.

Certain Contracts and Arrangements. (a) To Seller’s Knowledge as of the date hereof, except for any contract, agreement, lease, commitment, understanding, or instrument which (i) is disclosed or described on Schedule 5.9, Schedule 5.11, Schedule 5.12(a), Schedule 5.12(g) or Schedule 5.13(a), or (ii) has been entered into in the ordinary course of business and is not material to the conduct of the Business as currently conducted by Seller, as of the date of this Agreement, Seller is not a party to any contract, agreement, lease, commitment, understanding, or instrument which is principally related to the Business or the Purchased Assets other than agreements that relate to both the Business and the other businesses of Seller, and any other contracts, agreements, personal property leases, commitments, understandings, or instruments which are Excluded Assets or Excluded Liabilities. Except as disclosed or described in Schedule 5.13(a) or as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (A) each material Business Agreement constitutes a valid and binding obligation of Seller and, to Seller’s Knowledge, constitutes a valid and binding obligation of the other parties thereto and is in full force and effect; (B) Seller is not in breach or default (nor has any event occurred which, with notice or the passage of time, or both, would constitute such a breach or default) under, and has not received written notice that it is in breach or default under, any material Business Agreement, except for such breaches or defaults as to which requisite waivers or consents have been obtained; (C) to Seller’s Knowledge, no other party to any material Business 1-LA/903877.26 Agreement is in breach or default (nor has any event occurred which, with notice or the passage of time, or both, would constitute such a breach or default) under any material Business Agreement; and (D) Seller has not received written notice of cancellation or termination of any material Business Agreement. (b) Schedule 5.13(b) sets forth a list of each municipal franchise agreement relating to the Business to which Seller is a party (the “Franchises”) as of the date hereof. Except as disclosed in Schedule 5.13(b) or, individually or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect, Seller is not in default under such agreements and, to Seller’s Knowledge, each such agreement is in full force and effect. Except as set forth in Schedule 5.13(b) or, individually or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect, Seller has all franchises necessary for the operation of the Business as presently conducted.

Certain Contracts and Arrangements. (a) To Seller’s Knowledge as of the date hereofExcept for contracts, except for any contractagreements, agreementleases, leasecommitments, commitment, understandingunderstandings, or instrument instruments which (i) is disclosed or described are listed on Schedule 5.9, Schedule 5.11, Schedule 5.12(a), Schedule 5.12(g) or Schedule 5.13(a), or (ii) has have been entered into in the ordinary course of business and is do not material to the conduct individually involve annual payment obligations in excess of the Business as currently conducted by Seller, as of the date of this Agreement$100,000, Seller is not a party to any contract, agreement, lease, commitment, understanding, or instrument which is principally related to the Business or the Purchased Assets other than agreements that relate to both the Business and Retained Agreements, the other businesses of SellerShared Agreements, and any other contracts, agreements, personal property leases, commitments, understandings, or instruments which are Excluded Assets or Excluded LiabilitiesAssets. Except as disclosed or described in Schedule 5.13(a) or as), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (A) each material Business Agreement constitutes a valid and binding obligation of Seller and, to Seller’s 's Knowledge, constitutes a valid and binding obligation of the other parties thereto and is in full force and effect; (B) . Seller is not in breach or default (nor has any event occurred which, with notice or the passage of time, or both, would constitute such a breach or default) under, and has not received written notice that it is in breach or default under, any material Business Agreement, except for such breaches or defaults as to which requisite waivers or consents have been obtained; (C) . Except as set forth in Schedule 5.13(a), to Seller’s 's Knowledge, no other party to any material Business 1-LA/903877.26 Agreement is in breach or default (nor has any event occurred which, with notice or the passage of time, or both, would constitute such a breach or default) under any material Business Agreement; and (D) . Except as set forth in Schedule 5.13(a), Seller has not received written notice of cancellation or termination of any material Business Agreement. To the extent available to Seller, true and complete <PAGE> copies of each Business Agreement listed in Schedule 5.13(a), together with all amendments and supplements thereto, have been made available to Seller. (b) Schedule 5.13(b) sets forth a list of each municipal or county franchise agreement relating to the Business to which Seller is a party (the “"Franchises”) as of the date hereof"). Except as disclosed in on Schedule 5.13(b) or, individually or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect), Seller is not in default under such agreements agreements, and, to Seller’s 's Knowledge, each such agreement is in full force and effect. Except as set forth in Schedule 5.13(b) or, individually or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect, Seller has all franchises necessary for the operation of the Business as presently conducted.

Certain Contracts and Arrangements. (a) To Seller’s Knowledge as of the date hereofExcept for contracts, except for any contractagreements, agreementleases, leasecommitments, commitment, understandingunderstandings, or instrument instruments which (i) is disclosed or described are listed on Schedule 5.9, Schedule 5.11, Schedule 5.12(a), Schedule 5.12(g) or Schedule 5.13(a), or (ii) has have been entered into in the ordinary course of business and is do not material to the conduct individually involve annual payment obligations in excess of the Business as currently conducted by Seller, as of the date of this Agreement$100,000, Seller is not a party to any contract, agreement, lease, commitment, understanding, or instrument which is principally related to the Business or the Purchased Assets other than agreements that relate to both the Business and Retained Agreements, the other businesses of SellerShared Agreements, and any other contracts, agreements, personal property leases, commitments, understandings, or instruments which are Excluded Assets or Excluded LiabilitiesAssets. Except as disclosed or described in Schedule 5.13(a) or as), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (A) each material Business Agreement STLD01-1185616-10 MICHIGAN GAS constitutes a valid and binding obligation of Seller and, to Seller’s Knowledge, constitutes a valid and binding obligation of the other parties thereto and is in full force and effect; (B) . Seller is not in breach or default (nor has any event occurred which, with notice or the passage of time, or both, would constitute such a breach or default) under, and has not received written notice that it is in breach or default under, any material Business Agreement, except for such breaches or defaults as to which requisite waivers or consents have been obtained; (C) . Except as set forth in Schedule 5.13(a), to Seller’s Knowledge, no other party to any material Business 1-LA/903877.26 Agreement is in breach or default (nor has any event occurred which, with notice or the passage of time, or both, would constitute such a breach or default) under any material Business Agreement; and (D) . Except as set forth in Schedule 5.13(a), Seller has not received written notice of cancellation or termination of any material Business Agreement. To the extent available to Seller, true and complete copies of each Business Agreement listed in Schedule 5.13(a), together with all amendments and supplements thereto, have been made available to Seller. (b) Schedule 5.13(b) sets forth a list of each municipal or county franchise agreement relating to the Business to which Seller is a party (the “Franchises”) as of the date hereof). Except as disclosed in on Schedule 5.13(b) or, individually or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect), Seller is not in default under such agreements agreements, and, to Seller’s Knowledge, each such agreement is in full force and effect. Except as set forth in Schedule 5.13(b) or, individually or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect, Seller has all franchises necessary for the operation of the Business as presently conducted.

Certain Contracts and Arrangements. (a) To Seller’s Knowledge as of the date hereofExcept for contracts, except for any contractagreements, agreementleases, leasecommitments, commitment, understandingunderstandings, or instrument instruments which (i) is disclosed or described are listed on Schedule 5.9, Schedule 5.11, Schedule 5.12(a), Schedule 5.12(g) 5.8 or Schedule 5.13(a5.10(a), or (ii) has have been entered into in the ordinary course of business and is do not material to the conduct individually involve annual payment obligations in excess of the Business as currently conducted by Seller, as of $100,000 and do not have a term exceeding three (3) years from the date of this Agreementhereof, Seller is not a party to any contract, agreement, lease, commitment, understanding, or instrument which is principally related to the Business or the Purchased Assets other than agreements that relate to both the Business and the other businesses of Seller, Retained Agreements and any other contracts, EXECUTION COPY agreements, personal property leases, commitments, understandings, or instruments which that are Excluded Assets or Excluded LiabilitiesAssets. Except as disclosed or described in Schedule 5.13(a) or as5.10(a), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (A) each material Business Agreement constitutes a valid and binding obligation of Seller and, to Seller’s Knowledge, constitutes a valid and binding obligation of the other parties thereto and is in full force and effect; (B) . Seller is not in breach or default (nor has any event occurred which, with notice or the passage of time, or both, would constitute such a breach or default) under, and has not received written notice that it is in breach or default under, any material Business Agreement, except for such breaches or defaults as to which requisite waivers or consents have been obtained; (C) . Except as set forth in Schedule 5.10(a), to Seller’s Knowledge, no other party to any material Business 1-LA/903877.26 Agreement is in breach or default (nor has any event occurred which, with notice or the passage of time, or both, would constitute such a breach or default) under any material Business Agreement; . The Business Agreements, the Franchises, and (D) Seller has not received written notice the Retained Agreements constitute all of cancellation or termination the agreements necessary for the operation of any material the Business Agreementand the Purchased Assets as presently conducted. (b) Schedule 5.13(b5.10(b) sets forth a list of each municipal municipal, town or county franchise agreement relating to the Business to which Seller is a party (the “Franchises”). Seller has all rights required under applicable Law (including CPUC orders) as of and Franchises to provide electric distribution service to retail distribution customers located within the date hereofTerritory. Except as disclosed in Schedule 5.13(b) or, individually or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect5.10(b), Seller is has not been put in default under such agreements nor do the circumstances exist that would constitute such a default and, to Seller’s Knowledge, each such agreement is in full force and effect. Except as set forth effect and no other party to any such agreement is in Schedule 5.13(bdefault (nor has any event occurred which, with notice or the passage of time, or both, would constitute such a default) or, individually or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect, Seller has all franchises necessary for the operation of the Business as presently conductedunder any such agreement.