Common use of Contracts and Leases Clause in Contracts

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. (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 the Sellers after the date hereof of less than $250,000 or payments by Seller the Sellers 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 Sellers' Agreement (i) constitutes a legal, valid and binding obligation of the applicable Seller and, to each 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 the Sellers' Agreements, any default or event which, with notice or lapse of time or both, would constitute a default on the part of Seller the Sellers or to each 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. (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 such 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 Sellers' Agreement (i) constitutes a legal, valid and binding obligation of such Seller and, to such 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 Sellers' Agreements, any default or event which, with notice or lapse of time or both, would constitute a default on the part of such Seller or to such 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. (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 the Sellers after the date hereof of less than $250,000 or payments by Seller the Sellers 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 Sellers' Agreement (i) constitutes a legal, valid and binding obligation of the applicable Seller and, to each 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 the Sellers' Agreements, any default or event which, with notice or lapse of time or both, would constitute a default on the part of Seller the Sellers or to each 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. (a) Schedule 4.12(a4.11(a) lists each written contract, license, agreement, or personal property lease DLC Agreement which is material to Seller for the business or operations of the Purchased DLC Assets, other than any contract, license, agreement or personal property lease which is those (i) that are listed or described on another Schedule, or which is (ii) that are expected to expire or terminate prior to the Auction Closing Date, or which provides (iii) that provide for annual payments by Seller after the date hereof of less than $250,000 or 100,000 and payments by Seller after the date hereof of less than $1,000,000 500,000 in the aggregate. (b) Except as disclosed in Schedule 4.12(b4.11(b), each Seller's DLC Agreement listed on Schedule 4.11 (ia) 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 the Buyer pursuant to as contemplated by 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(c4.11(c), there is not, under Seller's Agreementsthe DLC Agreements listed on Schedule 4.11(a), any default or event which, with notice or lapse of time or both, would constitute a default on the part of the 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.