Common use of Contracts to be Assumed; Customers Clause in Contracts

Contracts to be Assumed; Customers. (a) All of the Contracts are being assigned to and assumed by Buyer, including those set forth on Schedule 5.9(a). Except as further set forth on Schedule 5.9(a), to the Knowledge of Seller, there are no other Contracts related to the Purchased Assets. Each Contract that is a Purchased Asset is a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms (except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, and subject to the limitations imposed by general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity). Seller has not failed to perform any material obligation under any such Contract, has not received notice from any party claiming or alleging that Seller has breached or is in default thereunder and Seller is not (with or without lapse of time or notice, or both) in breach or default thereunder.

Contracts to be Assumed; Customers. (a) All of the The Contracts are being assigned to and assumed by Buyer, including those Buyer are set forth on Schedule 5.9(a5.8(a). Except as further set forth on Schedule 5.9(a5.8(a), to the Knowledge of SellerSellers, there are no other Contracts related to the Purchased Assets. Each Contract that is a Purchased Asset is a legal, valid and binding obligation of SellerSellers, enforceable against Seller Sellers in accordance with its terms (except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, and subject to the limitations imposed by general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity). Seller has Sellers have not failed to perform any material obligation under any such Contract, has not havenot received notice from any party claiming or alleging that Seller has Sellers have breached or is in default thereunder and Seller is Sellers are not (with or without lapse of time or notice, or both) in breach or default thereunder.

Contracts to be Assumed; Customers. (a) All of the Contracts are being assigned to and assumed by Buyer, including those set forth on Schedule 5.9(a). Except as further set forth on Schedule 5.9(a), to the Knowledge of Seller, there are no other Contracts related to the Purchased AssetsProducts. Each Contract that is a Purchased Asset is a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms (except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, and subject to the limitations imposed by general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity). Seller has not failed to perform any material obligation under any such Contract, has not received notice from any party claiming or alleging that Seller has breached or is in default thereunder and Seller is not (with or without lapse of time or notice, or both) in breach or default thereunder. (b) Seller has previously provided Buyer and the Company with a true and complete list of Customers (the “Customer List”).