Contracts in Good Standing. The Vendor has performed all of its obligations required to be performed by it and is entitled to all of the benefits under any Contract relating to the Business to which the Vendor is a party or by which it is bound. The Contracts are all in full force and effect unamended and no default exists on the part of any of the parties thereto. The Vendor is not in default or in breach of any Contract to which it is a party and there exists no condition, event or act which, with the giving of notice or lapse of time or both would constitute such a default or breach and all such Contracts are in good standing and in full force and effect unamended and the Vendor is entitled to all benefits thereunder. The Vendor has no unrealized or anticipated loss from any Contracts which has or would have a Material Adverse Effect.
Contracts in Good Standing. The Purchaser has been provided with true and accurate copies of the Premises Leases, the Personal Property Leases, the Master Franchise Development Agreements and the Contracts set out in Schedule 4.2(s) (collectively, the "Material Agreements"). Except as set forth on Schedule 4.2(s), each of the Material Agreements is in full force and effect, unamended by oral or written agreement and the Company and the Subsidiary, as the case may be, is entitled to the full benefit and advantage of such agreements in accordance with their respective terms. Except as set forth on Schedule 4.2(s), neither the Company nor to the Vendor's knowledge the Subsidiary is in default under, nor in breach of, in any material respect, nor has it received any notice of default or termination under any Material Agreement to which it is a party or by which it is bound and there exists no state of facts which after notice or lapse of time or both would constitute such a default or breach, and all of the Material Agreements are in good standing and the Company or the Subsidiary, as the case may be, is entitled to all benefits thereunder.
Contracts in Good Standing. The Target or GIN has performed all of the obligations required to be performed by it and is entitled to all benefits under, and is not in default or alleged to be in default in respect of, any Contract relating to the Business or the Property (including the Contracts referred to in any Schedule to this Agreement), to which it is a party or by which it is bound or affected. All such Contracts are in good standing and in full force and effect, and no event, condition or occurrence exists that, after notice or lapse of time or both, would constitute a default under any such Contract. There is no dispute between the Target or GIN and any other party under any such Contract. Except as disclosed in the Schedules to this Agreement, none of such Contracts contain terms under which the execution or performance of this Agreement would give any other contracting party the right to terminate or adversely change the terms of that Contract or otherwise require the consent of any other Person. None of those Contracts have been assigned, or if applicable subleased, in whole or in part.
Contracts in Good Standing. INM is not, in any material respect, in default under or in breach of, nor has it received any notice of default or termination under any material contract to which it is a party or by which it is bound and there exists no state of facts which after notice or lapse of time or both would constitute such a default or breach, and all such contracts are in good standing and INM is entitled to all benefits thereunder.
Contracts in Good Standing. There are no amounts owing under the Contracts by MxXxxxxxx and the Contracts are valid and enforceable in accordance with their terms, subject to laws applicable to insolvency, bankruptcy and creditors' rights generally. Notwithstanding any other provisions of this Agreement, the representations and warranties contained in the Subsections 4.1(e)(iii) and (e)(vi) above are the only and exclusive representations and warranties of Vendor with respect to environmental matters.
Contracts in Good Standing. IVI is not in material default or material breach of any contracts, agreements, written or oral, indentures, leases or other instruments to which it is a party and there exists no state of facts which after notice or lapse of time or both would constitute such a material default or material breach, and all such contracts, agreements, indentures, leases or other instruments are now in good standing and IVI is entitled to all benefits thereunder.
