Common use of Location Contracts Clause in Contracts

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. If Seller has not obtained any required The Disclosure Schedule provides an accurate ------------------ Consents for an assignment ------------------- listing of a the Location Contract (each, a "Consent Lease") by ------------- Contracts as of 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 includes the terms of such each Location Contract including: (i) the number of On-Location Machines at each Location, (ii) the date the Location Contract was entered into and the term and expiration date of the Location Contract, (iii) the commission arrangement with each account, (iv) whether the Location Contract contains an automatic renewal provision, (v) whether the Location Contract contains any rights of first refusal provision, (vi) with respect to only the largest twenty (20) customers of Seller, whether the Location Contracts contain a "Change of Control" provision, and (vii) whether a Consent Lease is required. Except as set forth on the Disclosure Schedule, each Location Contract (x) grants Seller the ------------------- exclusive right to install, service, maintain and operate all On-Location Machines at the Location(s) set forth in the applicable Location Contract and (y) allows (whether explicitly by its terms or under 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 sublease with respect to such Location Contract. Except as set forth on the Disclosure Schedule, as of the date of this Agreement, Seller is not and no other party is in breach or Service Agreement violation of or 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, Seller for such Consent Leasehas not taken into account any option to renew or likelihood of renewal of any Location Contract. Except as set forth on the Disclosure Schedule, Seller has not received any ------------------- written notice questioning the Purchase Price shall be adjusted as contemplated by Section 2.3(a) hereofvalidity or enforceability of any Location Contract. Seller has delivered to Buyer a copy of each of Seller's standard forms of Location Contracts.