Contracts and Leases. Schedule 4.10 sets forth a true and complete list of all Leases and executory Contracts of the Company that are material to the Business, and Sellers have delivered to Buyer true and complete copies of all such Leases and Contracts, each as amended as of the Agreement Date (the “Material Contracts”). Subject to receipt of the Necessary Consents and compliance with Section 6.10 and subject to the entry of the Sale Order, and any ancillary orders of the Bankruptcy Court pertaining to assumption and assignment of Contracts (a) each of the Material Contracts is in full force and effect and constitutes a valid and binding obligation of the Company or Sellers, and, to the Knowledge of Sellers, each other party thereto, and (b) except as a result of the commencement of the Bankruptcy Cases, the Company or Sellers are not in breach or default in any material respect under any of the Material Contracts and, to the Knowledge of Sellers, the other parties to such Contracts are not in breach or default in any material respect thereunder (and in each such case, to the Knowledge of Sellers, no event exists that with the passage of time or the giving of notice would constitute such material breach or default in any material respect, result in a loss of material rights, result in the payment of any damages or penalties or result in the creation of any Liens thereunder or pursuant thereto other than Permitted Liens); except (i) for those defaults that will be cured in accordance with the Sale Order, are not required to be cured pursuant to section 365(b)(1)(A) of the Bankruptcy Code, or waived in accordance with section 365 of the Bankruptcy Code, or (ii) to the extent such breach or default would not reasonably be expected to have a Seller Material Adverse Effect. Except for filings in the Chapter 11 Cases, to Sellers’ Knowledge, none of the Material Contracts have been cancelled or otherwise terminated by the Company or Sellers, and neither the Company nor Sellers have not delivered any written notice to any counterparty to such Material Contract regarding any such cancellation or termination by the Company or Sellers.
Contracts and Leases. (a) Each Material Contract and Lease is a valid and subsisting agreement, without any default of Seller thereunder, and to the knowledge of Seller, without any default on the part of any other party thereto. To the knowledge of Seller, no event or occurrence has transpired which with the passage of time or giving of notice or both will constitute a default under any Material Contract or Lease. A true and correct list of each Material Contract and Lease and every amendment thereto or other agreement or document relating thereto is set forth as Schedule 3.6 to this Agreement. True and correct copies of the Material Contracts and Leases (and any amendments thereto) have been provided to Purchaser. At the time of Closing, Seller shall have made all payments and performed all obligations due through the Closing Date under each Contract and Lease, except to the extent that any payment due is set forth on Exhibit B and deducted in calculating the Purchase Price pursuant to Section 2.3.
(b) No Contract or Lease has been assigned by Seller or any interest granted therein by Seller to any third party, or is subject to any mortgage, pledge, hypothecation, security interest, lien, or other encumbrance or claim.
(c) Seller's possession of property subject to the Leases has not been disturbed, nor has any claim been asserted against Seller adverse to its rights in such leasehold interests.
(d) The Contracts have been entered into in the ordinary course of Seller's business and, to Seller's knowledge, contain commercially reasonable terms.
Contracts and Leases. Except as shown on Schedule 5.16, the Seller does not (a) have any leases of personal property relating to the Purchased Assets, whether as lessor or lessee; (b) have any current performer lease agreements or other similar obligations with entertainers; (c) have any contractual or other obligations relating to the Purchased Assets, whether written or oral; and (d) have, and has not given, any power of attorney to any person or organization for any purpose relating to the Purchased Assets or the Business. The Seller operates its adult entertainment establishment located at the Premises under an existing lease agreement (“Existing Lease”), which Existing Lease will either be (i) assigned to the Purchaser with the consent of the landlord and the Purchaser or (ii) terminated if a New Lease (defined in Section 9.16) is entered into between the landlord and the Purchaser as of the Closing Date. The Seller will make available to Purchaser prior to the Closing Date each and every written contract or lease relating to the Purchased Assets of the Seller to which it is subject or is a party or a beneficiary. Such contracts, leases or other documents are valid and in full force and effect according to their terms and constitute legal, valid and binding obligations of the Seller and the other respective parties thereto and are enforceable in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, and other similar laws of general application relating to or affecting creditors’ rights and to general equitable principles. There are no defaults or breaches under such contracts, leases or other documents or of any pending or threatened claims under any such contracts, leases or other documents.
Contracts and Leases. All of the contracts, leases, documents, instruments, agreements, and other written or oral arrangements to which Seller is a party or by which Seller or the Assets may be bound are set forth on SCHEDULE 2.1(B). Except as set forth on SCHEDULE 2.1(B), to the Knowledge of the Seller, all of the Contracts are valid and in full force and effect, and there has not been any default by Seller or any third party to any of said Contracts, or any event, fact or circumstance which with notice or lapse of time or both, would constitute a default by Seller or any other party to any of the Contracts. Seller has not received notice that any party to any of the Contracts intends to cancel or terminate any of the Contracts or exercise or not exercise any options that such party might have under any of the Contracts.
Contracts and Leases. (a) Schedule 4.9(a) sets forth a true, correct and complete list of all executory Contracts (including licenses of Intellectual Property) of each Seller as of the Agreement Date (other than any such Contracts and Leases that are listed as an exhibit to any SEC Report and expressly identified to Buyer), and Sellers have delivered to Buyer true, correct and complete copies of all such Leases and Contracts (the “Material Contracts and Leases”), including, but not limited to:
(i) Contracts between any Seller and any Subsidiary of the Seller;
(ii) except for any purchase orders or Contracts with Sellers’ advisors related to the Chapter 11 Cases, Contracts that involve (A) the performance of services or the sale of products of an amount or value in excess of $25,000 annually or (B) payments in excess of $25,000 annually, unless, in the case of clauses (A) and (B), terminable by a Seller on not more than thirty (30) days’ notice without Liability to any Seller;
(iii) Contracts with a fixed term with a remaining duration in excess of two (2) months following the Closing Date;
(iv) Contracts (A) for the acquisition or sale of assets involving aggregate consideration of $25,000 or more (other than sales of inventory in the ordinary course of business consistent with past practice), or (B) for the grant to any Person of any preferential rights to purchase any asset;
(v) Contracts relating to loans or advances to (other than advances to employees in respect of travel and entertainment expenses in the ordinary course of business in amounts of $1,000 or less to any individual on any date of determination), or investments in, any Person, or any Contracts involving a sharing of profits;
(vi) Contracts containing covenants purporting to restrict any Seller from competing with or otherwise legally or contractually restraining, limiting or impeding any Seller’s ability to compete with any Person or conduct any business or line of business or in any geographic location;
(vii) Contracts that contain “most favored nation” provisions, minimum annual purchase obligations (take or pay) or that contain penalties or repricing provisions (e.g., “retroactive discounts”) if certain minimum quantities are not purchased;
(viii) Contracts under which any Seller is either lessor or lessee, including the Leases;
(ix) any agreements containing non-solicitation or non-hire provisions binding upon any Seller;
(x) Contracts relating to any settlements with any Person, or any settlements, consen...
Contracts and Leases. (a) Schedule 4.12(a) lists each written contract, license, agreement, or personal property lease which is material to the business or operations of the Purchased Assets, other than any contract, license, agreement or personal property lease which is listed or described on another Schedule, or which is expected to expire or terminate prior to the Closing Date, or which provides for annual payments by Seller after the date hereof of less than $250,000 or payments by Seller after the date hereof of less than $1,000,000 in the aggregate.
(b) Except as disclosed in Schedule 4.12(b), each Seller's Agreement (i) constitutes a legal, valid and binding obligation of Seller and, to Seller's Knowledge, constitutes a valid and binding obligation of the other parties thereto, and (ii) may be transferred to Buyer pursuant to this Agreement without the consent of the other parties thereto and will continue in full force and effect thereafter, unless in any such case the impact of such lack of legality, validity or binding nature, or inability to transfer, would not, individually or in the aggregate, create a Material Adverse Effect.
(c) Except as set forth in Schedule 4.12(c), there is not, under Seller's Agreements, any default or event which, with notice or lapse of time or both, would constitute a default on the part of Seller or to Seller's Knowledge, any of the other parties thereto, except such events of default and other events which would not, individually or in the aggregate, create a Material Adverse Effect.
Contracts and Leases. ISSUER is not currently carrying on any business and is not a party to any contract, agreement or lease. No person holds a power of attorney from ISSUER.
Contracts and Leases. All assignable (a) construction contracts, subscriber contracts, customer service agreements, management agreements, rights of way, easements, pole attachment agreements, transmission capacity agreements, public utility contracts and other agreements to which the Subsidiary is a party, whether now existing or hereafter arising, including without limitation those listed on Exhibit A hereto (the "Contracts"); (b) lease agreements for personal property to which the Subsidiary is a party, whether now existing or hereafter arising, including, without limitation, those listed on Exhibit B hereto (the "Leases"); and (c) other contracts and contractual rights, remedies or provisions now existing or hereafter arising in favor of the Subsidiary (the "Other Contracts");
Contracts and Leases. All of the rights of Seller under contracts, purchase orders and leases applicable to the Schools to which Seller is a party entered into in the course of Seller's business, including, without limitation, those identified as Assumed Contracts in Schedule 5.9; ------------
Contracts and Leases. Except as shown on Exhibit 4.18, the Company does not (i) have any leases of personal property relating to the Assets, whether as lessor or lessee; (ii) have any contractual or other obligations relating to the Assets, whether written or oral; and (iii) have given any power of attorney to any person or organization for any purpose relating to the Assets. The Company shall provide to Purchaser prior to the Closing Date each and every contract, lease or other document relating to the Assets to which it is subject or is a party or a beneficiary. To the Company’s and the Seller’s knowledge, such contracts, leases or other documents are valid and in full force and effect according to their terms and constitute legal, valid and binding obligations of the Company and the other respective parties thereto and are enforceable in accordance with their terms. The Seller and the Company have no knowledge of any default or breach under such contracts, leases or other documents or of any pending or threatened claims under any such contracts, leases or other documents. Neither the execution of this Agreement, nor the consummation of all or any of the transactions contemplated under this Agreement, will constitute a breach or default under any such contracts, leases or other documents which would have a material adverse effect on the financial condition of the Company or the Assets after the Closing.
