Common use of Contracts and Arrangements Clause in Contracts

Contracts and Arrangements. As used herein, “Material Contracts” means all of the following contracts, agreements and arrangements (written or oral) included in the Assets involving annual consideration of more than $25,000: (a) Sales agency or advertising representation contracts; (b) Contracts for the future construction or purchase of capital improvements, purchase of materials, supplies or equipment, or for the sale of assets; (c) Consulting contracts, employment agreements or freelance agreements; (d) Licenses or agreements under which Seller is authorized to publish materials supplied by others in future issues of the Newspaper; (e) Leases of real and personal property (collectively, the “Leases”); and (f) Any other contract or lease not made in the usual and ordinary course of business, or not terminable by Sellers without liability upon not more than 90 days’ written notice. All of the Material Contracts are listed on Schedule 3.9. Schedule 3.9 specifies those Material Contracts, the assignment of which requires the consent of a third party. Provided that any requisite consent to the assignment of Material Contracts to Buyer is obtained, to the knowledge of Sellers, each of the contracts and leases which is assigned to and assumed by Buyer on the Closing Date is valid and in full force and effect. There is no existing default, event of default or other event under such Material Contracts which, with or without notice or lapse of time or both, would constitute a default or an event of default by a Seller under any such contract. To the knowledge of Sellers, there is not, under any of the Material Contracts, any existing default or event of default which, with or without notice or lapse of time or both would constitute a default or event of default on the part of any other party thereto, except such defaults, events of default and other events which would not have, and would not reasonably be expected to have, a Material Adverse Effect. Prior to the Closing Date, Sellers will make available to Buyer complete copies (or written summaries of oral contracts) of all of the Material Contracts.

Contracts and Arrangements. As used herein, “Material Contracts” means all of the following contracts, agreements and arrangements (written or oral) included in the Assets involving annual consideration of more than $25,000: (a) Sales agency Listed in Schedule 2.1(d) are all contracts, agreements, leases, commitments, understandings or advertising representation contracts;instruments to which Seller is a party with respect to the Business, except for purchase and sale orders and other non-material agreements entered into in the ordinary course of business involving amounts less than $10,000. Other than contracts described pursuant to the preceding sentence, Seller is not with respect to the Business a party to any written contract, agreement, lease, commitment, understanding or instrument which is material to the ownership or operation of the Purchased Assets, and no third party has any contract, agreement or other legal or equitable right to acquire any of the Purchased Assets or any interest therein. True, correct and complete copies of Seller's Agreements have been delivered to Buyer. (b) Contracts for the future construction or purchase of capital improvements, purchase of materials, supplies or equipment, or for the sale of assets; (c) Consulting contracts, employment agreements or freelance agreements; (d) Licenses or agreements under which Seller is authorized to publish materials supplied by others Except as disclosed in future issues of the Newspaper; (e) Leases of real and personal property (collectively, the “Leases”); and (f) Any other contract or lease not made in the usual and ordinary course of business, or not terminable by Sellers without liability upon not more than 90 days’ written notice. All of the Material Contracts are listed on Schedule 3.9. Schedule 3.9 specifies those Material Contracts, the assignment of which requires the consent of a third party. Provided that any requisite consent to the assignment of Material Contracts to Buyer is obtained, to the knowledge of Sellers4.17, each of Seller's Agreements (i) constitutes the contracts and leases which is assigned to and assumed by Buyer on the Closing Date is legal, valid and binding obligation of Seller, and constitutes the legal, valid and binding obligation of the other parties thereto, (ii) is in full force and effect. There , and (iii) may be transferred or assigned to Buyer at the Closing without consent or approval of the other parties thereto, and will continue in full force and effect thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any material rights thereunder. (c) Except as set forth in Schedule 4.17, there is no existing defaultnot, event under any of Seller's Agreements, any material default or other event under such Material Contracts which, with or without notice or lapse of time or both, would constitute a default or an event of default by a Seller under any such contract. To the knowledge of Sellers, there is not, under any of the Material Contracts, any existing default or event of default which, with or without notice or lapse of time or both would constitute a default or event of default on the part of any of Seller, or to the Knowledge of Seller, any other party theretoparty, except such defaults, events of default and other events as to which would not have, and would not reasonably be expected to have, a Material Adverse Effect. Prior to the Closing Date, Sellers will make available to Buyer complete copies (requisite waivers or written summaries of oral contracts) of all of the Material Contractsconsents have been obtained.

Contracts and Arrangements. As used herein, “Material Contracts” means all Schedule 3.9 hereto contains true and complete lists of the following contracts, agreements and arrangements contracts (written or oral) included in the Assets involving annual consideration of more than $25,000:50,000 (the "Material Contracts"): (a) Contracts with cable television carriers; (b) Except for contracts that expire or are terminable without penalty with thirty (30) days notice after the Closing Date, contracts evidencing time sales to advertisers or advertising agencies; (c) Sales agency or advertising representation contractscontracts which are not terminable by Seller without penalty upon notice of thirty (30) days or less; (bd) Contracts for the future construction or purchase of capital improvements, purchase of materials, supplies or equipment, or for the sale of assetsassets (other than broadcast time); (ce) Consulting contracts, Individual employment agreements contracts or freelance agreementsconsulting contracts not terminable by Seller without penalty upon notice of thirty (30) days or less; (df) Licenses or agreements under which Seller is authorized to publish materials supplied by others in future issues of broadcast programs on the NewspaperProgramming Service; (eg) Leases of real and property including renewal options executed by any other party thereto except for the lease which is an Excluded Asset; (h) Leases of personal property which have a term, including renewal options exercisable by any other party thereto, ending more than thirty (collectively, 30) days after the “Leases”)date of this Agreement; and (fi) Any other contract or lease not made in the usual and ordinary course of business, or not terminable by Sellers Seller without liability upon not more than 90 thirty (30) days’ ' written notice. All of the Except as set forth in Schedule 3.9, there are no Material Contracts evidencing sales to advertisers or advertising agencies which are listed "trade" or "barter" transactions and require the furnishing of advertising time on Schedule 3.9. Schedule 3.9 specifies those Material Contracts, the assignment of which requires Programming Service on or subsequent to the consent of a third partyClosing Date. Provided that any requisite consent to the assignment of Material Contracts to Buyer is obtained, to the knowledge of Sellers, each of the contracts and leases which is assigned to and assumed by Buyer on the Closing Date is valid and in full force and effect. There is no existing material default, event of default or other event under such Material Contracts which, with or without notice or lapse of time or both, would constitute a default or an event of default by a on the part of Seller under or, to Seller's knowledge, any other party to any such contract. To the knowledge of Sellers, there is not, under any of the Material Contracts, any existing default Seller has made or event of default which, with or without notice or lapse of time or both would constitute a default or event of default on the part of any other party thereto, except such defaults, events of default and other events which would not have, and would not reasonably be expected to have, a Material Adverse Effect. Prior to the Closing Date, Sellers will make available to Buyer complete copies (or written summaries of oral contracts) of all of the Material ContractsContracts and, to Seller's knowledge, has made or will make available all other written contracts of the Programming Service which are to be assumed by Buyer.