Common use of Contracts and Other Instruments Clause in Contracts

Contracts and Other Instruments. Schedule 4.1(g) accurately and completely sets forth the information required to be contained therein regarding all contracts, agreements, instruments, leases, licenses, arrangements, or understandings with respect to the Seller and each Subsidiary, identifying whether the matter disclosed therein relates to the Seller or to a Subsidiary named therein. The Seller has furnished to the Purchaser (i) the certificate of incorporation (or other charter or organizational document) and by-laws (or other governing document) of the Seller and each Subsidiary and all amendments thereto, as currently in effect, and (ii) the following: (a) true and correct copies of all contracts, agreements, and instruments referred to in Schedule 4.1(g); and (ii) true and correct copies of all leases and licenses referred to in Schedule 4.1(g). Neither the Seller, any Subsidiary, nor (to the Knowledge of the Seller) any other party to any such contract, agreement, instrument, lease, or license is now or expects in the future to be in violation or breach of, or in default with respect to complying with, any material term thereof; each such contract, agreement, instrument, lease, or license that is material to the business of the Seller is in full force and effect and is the legal, valid, and binding obligation of the parties thereto and (subject to applicable bankruptcy, insolvency, and other laws affecting the enforceability of creditors' rights generally) is enforceable as to them in accordance with its terms; and each such contract, agreement, instrument, lease or license that is not material to the business of the Seller is, to the Knowledge of the Seller, in full force and effect and is the legal, valid, and binding obligation of the parties thereto and (subject to applicable bankruptcy, insolvency, and other laws affecting the enforceability of creditors' rights generally) is enforceable as to them in accordance with its terms. Each such financing or other arrangement or understanding is to the Knowledge of the Seller a valid and continuing arrangement or understanding; neither the Seller, any Subsidiary, nor any other party to any such arrangement or understanding has given notice of termination or to the Knowledge of the Seller taken any action inconsistent with the continuance of such arrangement or understanding; and the execution, delivery, and performance of this Agreement will not prejudice any such arrangement or understanding in any way. Each of the Seller and each of the Subsidiaries enjoys peaceful and undisturbed possession under all leases and licenses under which it is operating. Neither the Seller nor any Subsidiary is in violation or breach of, or in default with respect to, any term of its certificate of incorporation (or other charter or organizational document) or by-laws (or other governing document). Neither the Seller nor any Subsidiary is a member of a customer or user organization or of a trade association.

Contracts and Other Instruments. Schedule 4.1(g2.1(g) accurately and completely sets forth the information required to be contained therein regarding all contracts, agreements, instruments, leases, licenses, arrangements, or understandings with respect to the Seller and each Subsidiary, identifying whether the matter disclosed therein relates to the Seller or to a Subsidiary named therein. The Seller has furnished to the Purchaser (i) the certificate of incorporation (or other charter or organizational document) and by-laws (or other governing document) of the Seller and each Subsidiary and all amendments thereto, as currently in effect, and (ii) the following: (a) true and correct copies of all contracts, agreements, and instruments referred to in Schedule 4.1(g2.1(g); and (ii) true and correct copies of all leases and licenses referred to in Schedule 4.1(g2.1(g). Neither the Seller, any Subsidiary, nor (to the Knowledge of the Seller) any other party to any such contract, agreement, instrument, lease, or license is now or expects in the future to be in violation or breach of, or in default with respect to complying with, any material term thereof; each such contract, agreement, instrument, lease, or license that is material to the business of the Seller is in full force and effect and is the legal, valid, and binding obligation of the parties thereto and (subject to applicable bankruptcy, insolvency, and other laws affecting the enforceability of creditors' rights generally) is enforceable as to them in accordance with its terms; and each such contract, agreement, instrument, lease or license that is not material to the business of the Seller is, to the Knowledge of the Seller, in full force and effect and is the legal, valid, and binding obligation of the parties thereto and (subject to applicable bankruptcy, insolvency, and other laws affecting the enforceability of creditors' rights generally) is enforceable as to them in accordance with its terms. Each such financing or other arrangement or understanding is to the Knowledge of the Seller a valid and continuing arrangement or understanding; neither the Seller, any Subsidiary, nor any other party to any such arrangement or understanding has given notice of termination or to the Knowledge of the Seller taken any action inconsistent with the continuance of such arrangement or understanding; and the execution, delivery, and performance of this Agreement will not prejudice any such arrangement or understanding in any way. Each of the Seller and each of the Subsidiaries enjoys enjoy peaceful and undisturbed possession under all leases and licenses under which it is operating. Neither the Seller nor any Subsidiary is in violation or breach of, or in default with respect to, any term of its certificate of incorporation (or other charter or organizational document) or by-laws (or other governing document). Neither the Seller nor any Subsidiary is a member of a customer or user organization or of a trade association.