Common use of CONTRACTS, LEASES, AND AGREEMENTS Clause in Contracts

CONTRACTS, LEASES, AND AGREEMENTS. Schedule 2.1(b) lists all of the material contracts, leases, agreements, and other written or oral arrangements relating to the Business to which the Seller is a party, or by which the Seller or the Assets are bound. As of the Effective Date, each of the Contracts is valid and in full force and effect, and there has not been any default by the Seller or, to the best of Seller's knowledge, by any other party to any of the Contracts, or any event that with notice or lapse of time or both, would constitute a default by the Seller or, to the best of Seller's knowledge, any other party to any of the Contracts. Except as shall be disclosed in Schedule 2.1(b), each Contract is assignable to the Buyer without the consent of any other party. The parties hereby acknowledge and agree that Seller will not obtain any of the requisite consents relating to the items set forth on Schedule 2.1(b), other than the consent of Simon. 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 they might have under any of the Contracts. In the event any of the Contracts are, or are later determined to be, non- assignable, and the other party to any such Contracts refuses to consent to the assignment of same, then the Seller shall subcontract to the Buyer or its designee, if the Buyer so desires, the remaining work on such Contracts, and the Seller shall forward to the Buyer or its designee all proceeds of such Contracts received by the Seller; provided, however, that Seller shall be reimbursed for any reasonable out-of-pocket expenses incurred by it.

CONTRACTS, LEASES, AND AGREEMENTS. Schedule 2.1(b) lists all of --------------- the material contracts, leases, agreements, and other written or oral arrangements relating to the Business Businesses to which the either Seller is a party, or by which the either Seller or the Assets are bound. As of the Effective Date, each of the Contracts is valid and in full force and effect, and there has not been any default by the either Seller or, to the best of either Seller's knowledge, by any other party to any of the Contracts, or any event that with notice or lapse of time or both, would constitute a default by the either Seller or, to the best of either Seller's knowledge, any other party to any of the Contracts. Except as shall be disclosed in Schedule 2.1(b), each Contract is assignable to the Buyer without the consent of any other party. The parties hereby acknowledge Sellers will use commercially reasonable efforts to obtain and agree that Seller will not obtain any deliver at Closing all of the requisite consents relating to the items set forth on Schedule 2.1(b), other than the consent of Simon. Neither 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 they might have under any of the Contracts. In the event any of the Contracts are, or are later determined to be, non- non-assignable, and the other party to any such Contracts refuses to consent to the assignment of same, then the applicable Seller shall subcontract to the Buyer or its designee, if the Buyer so desires, the remaining work on such Contracts, and the applicable Seller shall forward to the Buyer or its designee all proceeds of such Contracts received by the such Seller; provided, however, that such Seller shall be reimbursed for any reasonable out-of-pocket expenses incurred by it.