Enforceability and Assignability Sample Clauses

Enforceability and Assignability. Each of the agreements set forth on Schedule 2.5 and the requirements relating to the indebtedness referenced in Section 2.6 (the “Contracts”) is enforceable and in full force and effect, except as such enforceability and effectiveness may be limited by bankruptcy, insolvency or other similar laws from time to time in effect which affect the enforcement of creditors rights generally and by general principles of equity; and the Partnership is not in breach or default, nor are there any facts that with notice or lapse of time would cause a breach or default under any of the Contracts, nor is either Parent or Litho aware of any existing breach or default or of any facts that with notice or lapse of time would constitute a breach or default of any such Contract by any party thereto. Each of the written Contracts incorporates all of the material terms and conditions agreed to by the parties thereto. The consummation of the Transactions will not be deemed to be an assignment of any of the Contracts requiring the consent of any other person. In addition, to the knowledge of Parent and Litho, the Interests are assignable by Litho and are assumable by Buyer pursuant to the Partnership Agreement and the other Partnership Organizational Documents without the need for consent or approval of any other person, except consents of the Limited Partners, which is being obtained by their joining this Agreement.