Common use of Contracts and Leases Clause in Contracts

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) Schedule 4.10 sets forth a true and complete list of 4.11(a) lists all Leases and executory Contracts of the Company that written -------------------- contracts, licenses (other than Permits or Intellectual Property), agreements or personal property leases which are material to the Businessbusiness or operations of the Purchased Assets, and Sellers have delivered other than contracts, licenses, agreements or personal property leases which are listed or described on another Schedule or which constitute Excluded Assets or which are expected to Buyer true and complete copies of all such Leases and Contractsexpire or terminate prior to the Closing Date. (b) Except as disclosed in Schedule 4.11(b), each as amended as Sellers' Agreement (i) constitutes a legal, valid and binding obligation of the Agreement Date (the “Material Contracts”). Subject each Seller that is a party thereto and, to receipt of the Necessary Consents and compliance with Section 6.10 and subject to the entry of the Sale Ordersuch Seller's Knowledge, 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 other parties thereto, (ii) is in full force and effect and no Seller has delivered or received any written notice of termination thereunder, and (iii) 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, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder. (c) Except as set forth in Schedule 4.11(c), there is not under any Sellers' Agreement any default or event which, andwith notice or lapse of time or both, (i) would constitute a default on the part of any Seller that is a party thereto or, to such Sellers' Knowledge, any other party thereto, (ii) would constitute a default on the part of any Seller that is a party thereto or, to such Sellers' Knowledge, any other party thereto which would give rise to an automatic termination, or the right of discretionary termination, thereof, or (iii) would cause the acceleration of any of the Sellers' obligations thereunder or result in the creation of any Encumbrance (other than any Permitted Encumbrance) on any of the Purchased Assets. There are no claims, actions, proceedings or investigations pending or, to the Knowledge of Sellers, each threatened against any Seller or any other party theretoto any Sellers' Agreements, and (b) except as a result of the commencement of the Bankruptcy Cases, the Company before any Governmental Authority or Sellers are not body acting in breach or default an adjudicative capacity relating in any material respect way to any of Sellers' Agreements or the subject matter thereof. Sellers have no Knowledge of any defense, offset or counterclaim arising 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' Agreement.

Contracts and Leases. Schedule 4.10 4.9 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. 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 Each Material Contracts Contract and Lease is in full force and effect and constitutes a valid and binding obligation subsisting agreement, without any material default of the Company or SellersSeller Group thereunder, and, and to the Knowledge knowledge of SellersSeller Group, each without any default on the part of any other party thereto, and (b) except as a result . To the knowledge 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 SellersSeller, no event exists that or occurrence has transpired which with the passage of time or the giving of notice would or both will constitute a material default under any Material Contract or Lease. True and correct lists of each Material Contract and every amendment thereto is set forth on Schedule 1.1(c), and each Lease and every amendment thereto is set forth on Schedule 1.1(d) to this Agreement. True and correct copies of the Material Contracts and Leases (and any amendments thereto) have been made available to Purchaser on a document database prior to the date of this Agreement. At the time of Closing, Seller Group shall have made all payments and performed all obligations then due through the Closing Date under each Franchise Agreement, Contract and Lease, except to the extent that any payment due is set forth on Schedule 2.3 and deducted in calculating the Purchase Price pursuant to Section 2.3. (b) No Franchise Agreement, Material Contract or Lease has been assigned by Seller Group or any interest granted therein by Seller Group to any third party, or is subject to any mortgage, pledge, hypothecation, security interest, lien, or other encumbrance or claim except for Permitted Encumbrances. (c) Seller Group’s possession of the Real Property subject to the Leases has not been disturbed, nor has any claim been asserted against Seller Group’s rights in such material leasehold interests. The Leases: (i) are legal, valid, binding, enforceable and in full force and effect, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and the rules of law governing injunctive relief and other equitable remedies; (ii) the applicable member of the Seller Group in possession and quiet enjoyment of the leased Real Property under such Lease has not been disturbed and, to the knowledge of the Seller Group, there are no disputes with respect to such Lease; (iii) neither the Seller Group nor, to the knowledge of the Seller Group, any other party to the Lease for Real Property is in breach of or default under such Lease in any material respect, result in and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a loss material breach or default, or permit the termination, modification or acceleration of material rightsrent under such Lease for Real Property; (iv) no member of the Seller Group owes, result or will owe in the payment future, any brokerage commissions or finder’s fees with respect to such Leases for Real Property; (v) no member of the Seller Group has subleased, licensed or otherwise granted any Person the right to use or occupy such leased Real Property or any portion thereof; (vi) no member of the Seller Group has collaterally assigned or granted any other security interest in such leased Real Property or any interest therein; (vii) there are no Liens on the estate or interest created by such leased Real Property, except Permitted Encumbrances and (viii) the Seller Group has not received notice to the effect that, and to the knowledge of the Seller Group there are no facts to indicate that, any other party to any Lease for Real Property intends to cancel, terminate, breach, or attempt to alter the terms of any damages or penalties or result such Lease. (d) The Material Contracts and Leases have been entered into in the creation ordinary course 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 CasesGroup’s business and, to Sellers’ KnowledgeSeller Group’s 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 Sellerscontain commercially reasonable terms.

Contracts and Leases. Schedule 4.10 4.12 to the Disclosure Schedules sets forth a true and complete list of all each Seller’s (a) Leases and (b) current projects that are subject to executory Contracts that, to the Knowledge of Sellers, involve, on the per-contract basis, aggregate future consideration in excess of $250,000 as of the Company that are material to the BusinessAgreement Date, and Sellers have delivered to Buyer true and complete copies of all such Leases and ContractsContracts in the possession of Sellers (in each case, each as amended as of the Agreement Date including any and all amendments, modifications, supplements, exhibits and restatements thereto and thereof) (collectively, the “Material ContractsContracts and Leases”). Subject Sellers have not assigned, delegated, or otherwise transferred to receipt any third party any of their respective rights or obligations with respect to any Assumed Contracts or Leases. The Material Contracts and Leases are, to Sellers’ Knowledge, all Contracts and Leases material to the ownership and/or operation of the Necessary Consents and compliance with Section 6.10 and subject to the entry of the Sale OrderBusiness. To Sellers’ Knowledge, 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 of, or default in under, 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 CodeLeases, or waived in accordance with section 365 of the Bankruptcy Codeany Assumed Contracts (except, or (ii) as to the extent such breach or default any Assumed Contract(s), as would not reasonably be expected to have a Seller Material Adverse Effect). Except for filings as set forth in Schedule 4.12 of the Chapter 11 CasesDisclosure Schedules, (a) no Seller has, and to Sellers’ Knowledge, no other party has, commenced any action with respect to any Material Contracts and Leases or any Assumed Contracts (except, as to any Assumed Contract(s), as would not reasonably be expected to have a Seller Material Adverse Effect) or given or received any notice of any default or violation under any Material Contract and Lease or any Assumed Contracts (except, as to any Assumed Contract(s), as would not reasonably be expected to have a Seller Material Adverse Effect); and (b) Sellers have not received notice of the pending or threatened cancellation, revocation or termination of any of the Material Contracts and Leases or any Assumed Contracts (except, as to any Assumed Contract(s), as would not reasonably be expected to have a Seller Material Adverse Effect), nor do they have Knowledge of any facts or circumstances that could reasonably be expected to lead to any such cancellation, revocation or termination. Subject to any applicable Governmental Authorizations and entry of the Sale Order, to Sellers’ Knowledge, none each Assumed Contract and Lease is, or will be upon the Closing, valid, binding and in full force and effect in accordance with its terms (subject to payment 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 SellersCure Costs).

Contracts and Leases. Schedule 4.10 3.16 sets forth a true and complete list of all Leases written or oral contracts, real property leases, personal property leases, customer contracts, vendor and executory Contracts other agreements to which Seller is a party relating to Seller's Business (collectively, the "Contracts"), with respect to each of the Company that are material Clean-Op Business and the Drape Business except any contract, agreement or understanding involving an aggregate annual expenditure of less than $5,000 and which is terminable at will without penalty. Prior to execution of this Agreement, Seller and the BusinessStockholders have provided to Purchaser true, and Sellers have delivered to Buyer true correct and complete copies of all such Leases and the Contracts, each as amended as including any and all amendments and waivers thereto. Such Contracts are valid, legally binding and enforceable against the parties thereto subject to laws of the Agreement Date (the “Material Contracts”). Subject to receipt of the Necessary Consents and compliance with Section 6.10 general application in effect affecting creditors' rights and subject to the entry exercise 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 judicial discretion in full force and effect and constitutes a valid and binding obligation of the Company or Sellers, andaccordance with general equitable principles. Neither Seller nor, to the Knowledge knowledge of SellersSeller and the Stockholders, each any 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 to any of the Material Contracts andContracts, to the Knowledge of Sellers, the other parties to such Contracts are not is in breach of, or in default in under, any material respect thereunder (of the Contracts, and in each such case, to the Knowledge of Sellers, no event exists that has occurred which, with the passage of time or the giving of notice or lapse of time, or both, would constitute such material a default by Seller or, to the knowledge of Seller and the Stockholders, any other party to any of the Contracts. Except as specifically set forth on Schedule 3.16 attached hereto, the assignment of any of the Contracts to the Purchaser in accordance with this Agreement will not constitute a breach or default in any material respect, violation of such Contract. None of the Contracts requires Seller to sell goods or provide services which Seller knows or has reason to believe are at prices which would result in a loss negative incremental gross margin on such sale or provision of material rightssaid goods or services, result or which provide terms or conditions which Seller cannot reasonably expect to satisfy or fulfill in their entirety in the payment ordinary course 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 business consistent 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 Sellerspast practices.

Contracts and Leases. Schedule 4.10 Except for a lease of a Xerox photocopier -------------------- and a Dell server, the Seller (i) has no leases of any personal property relating to the Purchased Assets, whether as lessor or lessee; (ii) has no contractual or other obligations relating to the Purchased Assets, whether written or oral; and (iii) has not given any power of attorney to any person or organization for any purpose relating to the Purchased Assets. Exhibit 5.6 sets forth a true and complete list list, including any amendment of all Leases and executory Contracts each domain name, lease or contract which are part of the Company that are material Purchased Assets and Intellectual Property to be acquired by Buyer. Seller has furnished Buyer a copy of each contract, lease or other document relating to the BusinessPurchased Assets and Intellectual Property to which they are subject or are a party or a beneficiary, which is to be assumed or acquired by Buyer. To Seller's knowledge, such contracts, leases or other documents are valid 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 according to their terms and each constitutes a legal, valid and binding obligation of Seller and the Company or Sellersother respective parties thereto and is enforceable in accordance with their terms, andsubject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to the Knowledge general principles of Sellers, each other party theretoequity (regardless of whether enforcement is sought in a proceeding at law or in equity), and (b) except as a result the Seller has no knowledge of any default or breach under such contract, lease or other document or of any pending or threatened claims under any such contract, lease or other document. Neither the signing or execution of this Agreement, nor the consummation of all or any of the commencement of the Bankruptcy Casestransactions contemplated under this Agreement, the Company or Sellers are not in will constitute a breach or default in any material respect under any of the Material Contracts andsuch contract, to the Knowledge of Sellers, the lease or 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 Sellersdocument.

Contracts and Leases. Except as disclosed upon Schedule 4.10 sets forth a true 5(h), with respect to each Contract and complete list of all Leases and executory Contracts of the Company that are material being assumed by Purchaser pursuant to the Business, and Sellers have delivered to Buyer true and complete copies terms 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 (athis Agreement: i) each of the Material Contracts Seller 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 caseand, to the Knowledge of SellersSeller's knowledge, no event exists that with the passage of time other person or the giving of notice would constitute entity to any such material Contract or Lease is in breach or default thereunder in any material respect; ii) there are no pending, result or to Seller's knowledge threatened, claims or allegations that any person or entity to any such Contract or Lease is in breach or default thereunder in any material respect; iii) Seller has not received, nor does Seller anticipate receiving, and Seller has not given, nor does Seller anticipate giving, any notice of an event of breach or default by any person or entity to a loss Contract or Lease, notwithstanding any right to cure such breach or default; iv) no Contract or Lease is the subject of any known dispute, litigation, arbitration or alternative dispute resolution proceeding which, if adversely decided, would have a material rights, result adverse effect on the Business or the use of the Assets following the Closing Date; v) other than purchase order deposits in the payment ordinary course of business which are listed upon Schedule 5(h)(v), no customer has prepaid any damages sum to Seller pursuant to a Contract, including, without limitation, any portion of an open purchase order or penalties services to be performed, by or result on behalf of Seller to or for such customer; vi) Seller has not prepaid any sum to any vendor or supplier of Seller pursuant to any Contract or Lease (except for insurance premiums); vii) other than purchase orders in the creation ordinary course of any Liens thereunder business, an original counterpart or pursuant a true, correct and complete copy of each written Contract and Lease has been provided to Purchaser, including all amendments and modifications thereto; viii) subject to the discretion of courts generally and except as enforcement may be limited by laws affecting the rights of creditors generally, each Contract and Lease is a valid and binding obligation of Seller and the other party or parties thereto and is enforceable against Seller and the other than Permitted Liens); except (i) for those defaults that will be cured party or parties in accordance with its terms and is in full force and effect; ix) Seller has not received, nor does Seller reasonably anticipate receiving, any notice, direction or other communication regarding any change in pricing, payment, volume of business or any other modification of any material term, or the Sale Ordertermination, are not required of any Contract, other than in the ordinary course of business; and x) no Contract or business was obtained by Seller as a result of any price reduction, price abatement, price guarantee, discount, rebate or any payment or other remuneration to be cured pursuant to section 365(b)(1)(A) any of Seller's customers or any of Seller's customers' employees or agents by virtue of any other transaction or arrangement outside of the Bankruptcy Code, or waived in accordance with section 365 ordinary course of the Bankruptcy CodeBusiness, including, without limitation, by virtue of an illegal payment 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 Sellersan illegal price reduction.

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) Except as set forth in Section 2.6(a) of the Seller Disclosure Letter, Seller is not a party to or bound by any agreements or arrangements for the purchase or sale of any of the Assets or the assumption of the Assumed Liabilities, or for the grant of any preferential right to purchase any of the Assets or assume any of the Assumed Liabilities. (b) Each of the Contracts set forth in Section 1.1(a)(vi) of the Seller Disclosure Letter constitutes and, on the Closing Date, each of the Material Contracts is included in the Assets will constitute, the legal, valid and binding obligation of Seller, and, to the knowledge of Seller, each of the other parties thereto. Each of the Contracts set forth in Section 1.1(a)(vi) of the Seller Disclosure Letter is, and, on the Closing Date, each of the Contracts included in the Assets will be, in full force and effect and constitutes a valid and binding obligation (except to the extent that any Contract expires in accordance with its terms). Except as set forth in Section 2.6(b) of the Company or SellersSeller Disclosure Letter, andSeller has fulfilled and performed in all material respects its obligations under the Contracts in accordance with their respective terms. Neither Seller nor, to the Knowledge of SellersSeller’s knowledge, each any other party theretoto any Contract is, and (b) except as a result of the commencement of the Bankruptcy Casesor is alleged to be, the Company or Sellers are not in breach or default in any material respect under any of the Material Contracts andContract, nor, to the Knowledge knowledge of SellersSeller, the other parties to such Contracts are not in breach or default in does there exist any material respect thereunder (and in each such case, to the Knowledge of Sellers, no event exists that condition which with the passage of time or the giving of notice or both would constitute such material result in a breach or default thereunder. Seller has made available to Purchaser true and complete copies of each Contract set forth on Section 1.1(a)(vi) of the Seller Disclosure Letter and will make available to Purchaser a true and complete copy of each other Contract entered into after the date hereof at the time it is entered into. Section 1.1(a)(vi) of the Seller Disclosure Letter contains a true and complete list of each lease or other agreement (showing in each case the annual rental) under which Seller is lessee of any Personal Property owned by a third Person and used (other than any of the Excluded Assets) in the conduct of the Branch Business. (c) Section 1.1(a)(iii) of the Seller Disclosure Letter sets forth all of the Leased Real Property and the Ground Leased Property. The Leases under which Seller is the tenant or lessee or holds or operates, any real property owned by any third Person (“Tenant Leases”) and/or under which Seller is the landlord or lessor (“Landlord Leases”) are each set forth on Section 2.6(c) of the Seller Disclosure Letter (showing the parties thereto, the location and common address). Each of the Leases constitutes the legal valid and binding obligation of Seller and, to the knowledge of Seller, each of the other parties thereto and is in full force and effect (except to the extent that any Lease expires in accordance with its terms). Except as set forth in Section 2.6(c) of the Seller Disclosure Letter, Seller has fulfilled and performed in all material respectrespects its obligations under the Leases in accordance with their respective terms. Except as set forth in Section 2.6(c) of the Seller Disclosure Letter, neither Seller nor, to Seller’s knowledge, any other party to any Lease is, or is alleged to be, in breach or default under any Lease, nor, to the knowledge of Seller, does there exist any condition which with the passage of time or the giving of notice or both would result in a loss breach or default thereunder. All sums due and owing at the date of material rights, result in this Agreement by Seller pursuant to the payment of any damages or penalties or result in Leases have been paid and all sums due and owing through the creation of any Liens thereunder or Closing Date by Seller pursuant thereto other than Permitted Liens); except (i) for those defaults that to the Leases will be cured paid as and when due. Except as set forth in accordance with the Sale Order, are not required to be cured pursuant to section 365(b)(1)(ASection 2.6(c) of the Bankruptcy CodeSeller Disclosure Letter, Seller has not subleased any of its interests in any Leased Real Property or waived any Ground Leased Property. Seller has made available to Purchaser, true, complete and accurate copies of all Leases, including all amendments and modifications thereto and any and all material written notices or other agreements relating to any of such Leases. Except as set forth in accordance with section 365 Section 2.6(c) of the Bankruptcy CodeSeller Disclosure Letter, or (ii) as to any Tenant Leases and/or Ground Leases, Seller is 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 sole owner of the Material Contracts have been cancelled leasehold interest in such real property. For purposes of this Agreement, “Person” means any individual, partnership, joint venture, corporation, trust, limited liability company, unincorporated organization, government 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 Sellersother entity.

Contracts and Leases. Listed on Schedule 4.10 sets forth 4.1(e) hereto is a true complete and complete accurate 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 Contracts as of the Agreement Date date hereof (i) with all Customers from which five percent (5%) or more of the Business' average monthly revenue is derived, or (ii) other than customer agreements entered into in the ordinary course of business by which the Seller is or the Assets are bound. Also listed on Schedule 4.1(e) hereto is a complete and accurate list of all of the leases as of the date hereof which will be assumed by Buyer (the “Material Contracts”"Assumed Leases"). Subject to receipt of the Necessary Consents and compliance with Section 6.10 and subject Except to the entry of extent consent to assignment may be required as indicated in Section 1.3 and except as set forth on Schedule 4.1(e), all Contracts and Assumed Leases are (and unless terminated by a party in accordance with its terms will be immediately following the Sale Order, and any ancillary orders of the Bankruptcy Court pertaining to assumption and assignment of Contracts (aClosing) each of the Material Contracts is in full force and effect and constitutes a valid are valid, binding and binding obligation of enforceable against 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 respective parties thereto in accordance with their respective provisions. Seller is not in breach or material default in any material respect under any of the Material Contracts and, to the Knowledge or Assumed Leases; nor has there occurred an event or condition (including Seller's execution and delivery 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 performance under this Agreement) which with the passage of time or the giving of notice (or both) would constitute such a material breach or default in under any material respect, result in a loss of material rights, result in the payment of obligation under 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, Contracts or waived in accordance with section 365 Assumed Leases; no claim of such a default has been asserted and there is no reasonable basis upon which such a claim could validly be made. To the best of the Bankruptcy CodeSeller's and Shareholder's knowledge, no person intends or (ii) desires to modify, waive, amend, rescind, release, cancel or terminate any of the extent such breach Contracts or default would Assumed Leases; provided the foregoing shall not reasonably be expected construed to apply to any termination of a temporary rolloff which although the arrangement may be subject to a written trip ticket which contains contractual provisions does not have a Seller Material Adverse Effectspecified term and by its nature is a temporary arrangement which may end at any time. Except for filings Notwithstanding the foregoing, nothing in the Chapter 11 Cases, to Sellers’ Knowledge, none this Section 4.1(e) or otherwise in this Agreement shall be construed as a guaranty or warranty that any of the Material Contracts have been cancelled or otherwise terminated by customers of the Company or SellersBusiness, and neither including without limitation those operating under oral arrangements will continue to purchase services after 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 SellersClosing.

Contracts and Leases. Listed on Schedule 4.10 sets forth 4.1(e) hereto is a true complete and complete accurate 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 Contracts as of the Agreement Date date hereof (i) with all Customers from which five percent (5%) or more of the Business' average monthly revenue is derived, or (ii) other than customer agreements entered into in the ordinary course of business by which the Seller is or the Assets are bound. Also listed on Schedule 4.1(e) hereto is a complete and accurate list of all of the leases as of the date hereof which will be assumed by Buyer (the “Material Contracts”"Assumed Leases"). Subject to receipt of the Necessary Consents and compliance with Section 6.10 and subject Except to the entry of extent consent to assignment may be required as indicted in Section 1.3 and except as set forth on Schedule 4.1(e), all Contracts and Assumed Leases are (and unless terminated by a party in accordance with its terms will be immediately following the Sale Order, and any ancillary orders of the Bankruptcy Court pertaining to assumption and assignment of Contracts (aClosing) each of the Material Contracts is in full force and effect and constitutes a valid are valid, binding and binding obligation of enforceable against 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 respective parties thereto in accordance with their respective provisions. Seller is not in breach or material default in any material respect under any of the Material Contracts and, to the Knowledge or Assumed Leases; nor has there occurred an event or condition (including Seller's execution and delivery 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 performance under this Agreement) which with the passage of time or the giving of notice (or both) would constitute such a material breach or default in under any material respect, result in a loss of material rights, result in the payment of obligation under 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, Contracts or waived in accordance with section 365 Assumed Leases; no claim of such a default has been asserted and there is no reasonable basis upon which such a claim could validly be made. To the best of the Bankruptcy CodeSeller's and Shareholder's knowledge, no person intends or (ii) desires to modify, waive, amend, rescind, release, cancel or terminate any of the extent such breach Contracts or default would Assumed Leases; provided the foregoing shall not reasonably be expected construed to apply to any termination of a temporary rollout which although the arrangement may be subject to a written trip ticket which contains contractual provisions does not have a Seller Material Adverse Effectspecified term and by its nature is a temporary arrangement which may end at any time. Except for filings Notwithstanding the foregoing, nothing in the Chapter 11 Cases, to Sellers’ Knowledge, none this Section 4.1(e) or otherwise in this Agreement shall be construed as a guaranty or warranty that any of the Material Contracts have been cancelled or otherwise terminated by customers of the Company or SellersBusiness, and neither including without limitation those operating under oral arrangements will continue to purchase services after 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 SellersClosing.

Contracts and Leases. Schedule 4.10 4.9 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 6.9 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.