Contract Defaults. Seller is not in default in any material respect under any of the Contracts, the Contracts are legal, valid and binding obligations of the Seller in accordance with their terms and have not been amended, no defenses, offsets or counterclaims thereto have been asserted by any party thereto other than Seller, and Seller has waived no substantial rights thereunder.
Contract Defaults. UFOG is not in default under the terms of any outstanding contract, agreement, lease, or other commitment, and there is no event of default or other event which, with notice or lapse of time or both, would constitute a default in any respect under any such contract, agreement, lease, or other commitment.
Contract Defaults. UpSnap is not in default under the terms of any outstanding contract, agreement, lease, or other commitment, and there is no event of default or other event which, with notice or lapse of time or both, would constitute a default in any respect under any such contract, agreement, lease, or other commitment.
Contract Defaults. Subject to Section 1.3.3 regarding Warranty Claims, any and all Liabilities, costs and expenses incurred by Buyer as a result of any breach of or default by Seller or Elecsys under any Contract to the extent such breach or default occurred on or prior to the Closing Date;
Contract Defaults. AXIO is not in default under the terms of any outstanding contract, agreement, lease, or other commitment, and there is no event of default or other event which, with notice or lapse of time or both, would constitute a default in any respect under any such contract, agreement, lease, or other commitment.
Contract Defaults. To the best of Seller's knowledge, no other party thereto is in default in any material respect under any of the contracts, agreements, leases, arrangements and commitments listed on Schedule 4.6 or the contracts described in Section 1.2 to be assigned to and assumed by Buyer. To the best of Seller's knowledge, (a) there has not occurred any event which, with the lapse of time or giving of notice or both, would constitute such a material default; (b) such contracts, agreements, leases, arrangements, and commitments are legal, valid, and binding obligations of the respective parties thereto in accordance with their terms and, except to the extent reflected in Schedules 4.6 and 1.2, have not been amended; and (c) no defenses, offsets, or counterclaims thereto have been asserted, or to the best knowledge of Seller, may validly be made, by any party thereto other than Seller.
Contract Defaults. As of the relevant Purchase Date: (i) each Contract sold to the Buyers by a Seller hereunder will be current, or no more than 60 days past due; (ii) there will be no default, breach, violation or event permitting acceleration existing under the Contract and no event which, with notice and the expiration of any grace or cure period, would constitute such a default, breach, violation or event permitting acceleration under such Contract (except payment delinquencies permitted by clause (i) above); (iii) neither the Related Seller nor the Servicer will have waived any such default, breach, violation or event permitting acceleration except payment delinquencies permitted by clause (i) above; (iv) the Related Security will be free of damage and in good repair; (v) each Contract will not have had its terms of payment extended or modified in a manner inconsistent with the Related Seller's normal credit policies; (vi) each Contract has not been satisfied or subordinated in whole or in part or rescinded, and the Related Security securing each Contract has not been released from the lien of the Contract in whole or in part. Neither Seller has changed its credit and collection policies in any material respect or taken any action which would materially impair the collectability of any Contract.
Contract Defaults. If Seller shall receive written notice of any default under any lease, service contract or room agreement, including, without limitation any Operating Agreement, Lease or Space Lease, Seller shall promptly deliver a copy of said notice to Purchaser.
Contract Defaults. MUBM is not in default under the terms of any outstanding contract, agreement, lease, or other commitment, and there is no event of default or other event which, with notice or lapse of time or both, would constitute a default in any respect under any such contract, agreement, lease, or other commitment.
Contract Defaults. Except as disclosed on Schedule 3.1(n), such Assignor has not received written notice of any default, and such Assignor is not in default, under any material agreement, arrangement, commitment, guarantee or other instrument relating to, binding, or affecting such Assignor, such Assignor's Business or any of the Assigned Assets, and there has not occurred any event which, with the lapse of time or giving of notice, or both, would constitute a default under any such material agreement. Except as set forth on Schedule 3.1(n), there has not been (i) any threatened cancellation of any contract set forth on Schedule 3.1(m), (ii) any outstanding dispute under such contracts listed on Schedule 3.1(m) or (iii) to the knowledge of such Assignor, any bases for any claim of breach or default thereunder. The execution, delivery and performance of this Agreement will not entitle any other party to a contract specified on Schedule 3.1(m) to cancel, suspend or terminate such contract or cause a diminution of such Assignor's rights thereunder. Except as set forth on Schedule 3.1(m), in the case of any such contracts (specified on Schedule 3.1(m)) which such Assignor was not an original party, such entities rights thereunder have been duly assigned to such Assignor by written instrument, and where required, such assignment has been consented to in writing by the other party or parties thereto, and such Assignor has furnished Assignee with true and complete copies of all such assignments and consents. Such Assignor has no reason to believe that any of the contracts specified on Schedule 3.1(m) that are renewable will not be renewed by the other party on reasonable terms.
