Location Contracts. 25 4.12 No Conflict or Violation......................... 26 4.13 Consents and Approvals........................... 26 4.14
Location Contracts. If Seller has not obtained any required ------------------ Consents for an assignment of a Location Contract (each, a "Consent Lease") by ------------- the Closing Date, then in lieu of assigning such Consent Lease to Buyer, Seller may, upon receipt of Buyer's prior written consent and to the extent subletting is permitted under the terms of such Consent Lease and applicable law, sublet the Location covered by such Consent Lease to Buyer on the same terms and conditions (including rental and other payments) that are contained in the existing Consent Lease, for the balance of the term thereof less one day (the "Sublease"). Upon expiration of the term of the Consent Lease, Seller shall use --------- its best efforts to cause the Consenting Party to enter into the Consent Lease with Buyer and, if the Consenting Party refuses to do so, Seller shall use its best efforts to renew such Consent Lease and then enter into a Sublease with Buyer. In the event Seller is unable to obtain the required Consent or enter into a Sublease with Buyer, Seller will, effective on the Closing Date, to the extent a service agreement is permitted under the terms of the Consent Lease and applicable law, enter into a service agreement (the "Service Agreement"), in form and substance reasonably acceptable to Buyer, ------------------ whereby Buyer is appointed Seller's exclusive agent to service the Machines and collect the revenues generated therefrom at the Location subject to the Consent Lease for the term of the Consent Lease. Upon expiration of the term of the Consent Lease, Seller shall use its best efforts to have the Consenting Party enter into the Consent Lease with Buyer, and, if the Consenting Party refuses to do so, Seller shall use its best efforts to renew such Consent Lease and then enter into a Sublease or Service Agreement with Buyer. If Buyer is unable to enter to enter into a Sublease or Service Agreement with Seller for such Consent Lease, the Purchase Price shall be adjusted as contemplated by Section 2.3(a) hereof.
Location Contracts. The Borrowers shall notify the Agent if at any time a Location Contract evidences more than seven and one-half percent (7 1/2%) of the consolidated revenues of the Credit Parties and their Subsidiaries. The Borrowers shall take such action as reasonably requested by the Agent to ensure that either (a) any such Location Contract is assignable or (b) the land owner or operator that is party to such Location Contract has consented in writing to the security interest of the Lenders therein.
Location Contracts. The Disclosure Schedule provides an accurate ------------------ ------------------- listing of the Location Contracts as of the Closing Date, and includes the terms of each Location Contract including its termination date and remaining months of its term; the commission rate; the number of On-Location Machines at each Location; and whether the Location Contract is oral or written and for the twenty (20) largest customers, whether each Location Contract for such customers contains a "change of control" or similar provision or requires consent in connection with the transactions contemplated hereby. Except as explicitly set forth on the Disclosure Schedule, ------------------- each Location Contract grants Sellers the exclusive right to install and operate all Machines at the location(s) (the "Locations") set forth in the Location --------- Contact. As of the date of this Agreement, none of the Sellers or the Companies is in default under any terms of any of the Location Contracts, and has not received any notice, written or oral, requesting or threatening the removal of any On-Location Machine from a Location (other than with respect to the termination dates set forth in the Disclosure Schedule), or any other ------------------- anticipatory breach of any Location Contract, or of any foreclosure against any Location set forth in any of the Location Contracts. In determining the termination date, the Sellers have not taken into account any option to or likelihood of renewal of any Location Contract. Except as set forth on the Disclosure Schedule, neither the Sellers nor any of the Companies have received ------------------- any written notice questioning the validity or enforceability of any Location Contract.
Location Contracts. (a) Section 2.21(a) of the Disclosure Schedule (with paragraph references corresponding to those set forth below) contains a true and complete list of each of the following Location Contracts (true and complete copies or, if none, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto, have been delivered or made available to Purchaser prior to the execution of this Agreement), to which the Company is a party:
Location Contracts. As of the Closing Date, there is no Location Contract which accounts for more than seven and one-half percent (7 1/2%) of the consolidated revenues of the Credit Parties and their Subsidiaries.
Location Contracts. Except as set forth in Section 3.28 of the Disclosure Schedule, no material location contract with respect to any Seller Phone has a remaining term of less than 12 months.
