Common use of Outstanding Commitments Clause in Contracts

Outstanding Commitments. SCHEDULE 4.21 sets forth a description of all material existing written or oral contracts, agreements, commitments, licenses and franchises to which Buyer is a party (the "BUYER AGREEMENTS"). Buyer has made available to Argentys true, correct and complete copies of all of the Buyer Agreements specified on SCHEDULE 4.21. Except as set forth on SCHEDULE 4.21, Buyer has paid in full all amounts due from Buyer as of the date hereof under each Buyer Agreement identified in SCHEDULE 4.21 and as of the Effective Time will have satisfied in full all of its liabilities and obligations thereunder due in the ordinary course of business prior to the Effective Time. All of the Buyer Agreements described in SCHEDULE 4.21 are in full force and effect. Buyer and, to the knowledge of Buyer, each other party thereto have performed all the obligations required to be performed by them to date, have received no notice of default and are not in default (with due notice or lapse of time or both) under any Buyer Agreement. Buyer has no a present expectation or intention of not fully performing all its obligations under each Buyer Agreement, and Buyer has no knowledge of any breach or anticipated breach by the other party to any contract or commitment to which Buyer is a party. None of such Buyer Agreements has been terminated, no written notice has been given by any party thereto of any alleged default by any party thereunder, and Buyer is not aware of any intention or right of any party to default another party to any such Buyer Agreement. There exists no actual or, to the knowledge of Buyer, threatened termination, cancellation or material limitation of the business relationship of Buyer with any party to any such Buyer Agreement.

Outstanding Commitments. SCHEDULE 4.21 Schedule 2.16 sets forth a description of all existing material existing written or oral contracts, agreements, commitments, licenses and franchises (other than those which can be canceled upon not more than 30 days notice without penalty to which Buyer is a party the Seller), whether written or oral, relating to the ownership or operation of the Biotech Incubator Facility (the collectively "BUYER AGREEMENTSService Agreements"). Buyer The Seller has delivered or made available to Argentys the Buyer true, correct and complete copies of all of the Buyer Service Agreements specified on SCHEDULE 4.21Schedule 2.16 which are in writing, and Schedule 2.16 contains an accurate and complete description of all Service Agreements which are not in writing. Except as set forth otherwise disclosed on SCHEDULE 4.21Schedule 2.16, Buyer the Seller has paid in full all amounts due from Buyer as of the date hereof under each Buyer -14- Service Agreement identified in SCHEDULE 4.21 on Schedule 2.16 and as of the Effective Time Closing Date will have satisfied in full all of its liabilities and obligations thereunder due in the ordinary course of business prior to the Effective TimeClosing. All of the Buyer Service Agreements described in SCHEDULE 4.21 on Schedule 2.16 are in full force and effect. Buyer and, to the knowledge of Buyer, The Seller and each other party thereto have substantially performed all the obligations required to be performed by them under such Agreements to date, performance of which has not been waived, have received no notice of default and are not in default (with due notice or lapse of time or both) under any Buyer such Agreement. Buyer The Seller has no a present expectation or intention of not fully performing all its obligations under each Buyer Agreement, and Buyer the Seller has no knowledge of any breach or anticipated breach by the other party to any contract or commitment to which Buyer the Seller is a party. None of such Buyer Service Agreements has been terminated, no written notice has been given by any party thereto of any alleged default by any party thereunder, and Buyer the Seller is not aware of any intention or right of any party to default another party to any such Buyer Service Agreement. There exists no actual or, to the knowledge of Buyerthe Seller, threatened termination, cancellation or material limitation of the business relationship of Buyer the Seller with any party to any such Buyer Service Agreement.

Outstanding Commitments. SCHEDULE 4.21 sets forth a description of all material 2.26 lists each existing contract, agreement, understanding, commitment, license and franchise, whether written or oral contractsoral, agreementswhich is material to any APP Company or its business or assets, commitmentsor which involves amounts in excess of $50,000 (each, licenses a "Material Agreement," and franchises to which Buyer is a party (collectively, the "BUYER AGREEMENTSMaterial Agreements"). Buyer has The APP Companies have delivered or made available to Argentys the Buyer true, correct and complete copies of all of the Buyer Material Agreements specified on SCHEDULE 4.212.26 which are in writing, and SCHEDULE 2.26 contains an accurate and complete description of all material terms of each Material Agreements which is not in writing. Except as set forth on SCHEDULE 4.21, Buyer has The APP Companies have paid in full all amounts due from Buyer and required to be paid as of the date hereof under each Buyer Material Agreement identified in SCHEDULE 4.21 2.26 and as of the Effective Time will have satisfied in full all of its their respective liabilities and obligations thereunder due in the ordinary course of business and required to be paid prior to the Effective TimeClosing. All of the Buyer Material Agreements described listed in SCHEDULE 4.21 2.26 are in full force and effect, except such Material Agreements to be terminated at Closing pursuant to this Agreement. Buyer Each APP Company and, to the knowledge Actual Knowledge of Buyerthe Schedule 1.03 Sellers, each other party thereto have performed all of the obligations required to be performed by them to date, have received no notice of default and are not in default (with due notice or lapse of time or both) under any Buyer AgreementMaterial Agreement except where such failures to perform and defaults could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Buyer No APP Company has no a present expectation or intention of not fully performing all of its obligations under each Buyer Material Agreement, and Buyer no Schedule 1.03 Seller has no knowledge Actual Knowledge of any breach or anticipated breach by the other party to any contract or commitment to which Buyer any APP Company is a party. None of such Buyer Agreements has been terminated, no written notice has been given by any party thereto of any alleged default by any party thereunder, and Buyer is not aware of any intention or right of any party to default another party to any such Buyer Agreement. There exists no actual or, to the knowledge Actual Knowledge of Buyerthe Schedule 1.03 Sellers, threatened termination, cancellation or material limitation of the business relationship of Buyer any APP Company with any party to any such Buyer Material Agreement.

Outstanding Commitments. SCHEDULE 4.21 (a) Schedule 2.25 sets forth a description list of all material existing written contracts (including, without limitation, Franchise Contracts, Affiliate Contracts, Farm-Out Contracts and contracts or oral contractsother rights related to providing services to hotels and airlines), agreements, contracts, understandings, arrangements, leases, commitments, licenses licenses, and franchises installment and conditional sales agreements, whether written or oral, relating to which Buyer is a party MILN or the Business (collectively, "Company Contracts") and, with respect to oral Company Contracts an accurate and complete summary of the "BUYER AGREEMENTS")material provisions. Buyer MILN has delivered or made available to Argentys Xxxxx true, correct and complete copies of all written Company Contracts and Schedule 2.25 contains an accurate and complete description of the Buyer Agreements specified on SCHEDULE 4.21all Company Contracts which are not in writing. Except as set forth on SCHEDULE 4.21The execution, Buyer has paid in full all amounts due from Buyer as delivery and performance by MILN of the date hereof under each Buyer Agreement identified in SCHEDULE 4.21 and as of the Effective Time will have satisfied in full all of its liabilities and obligations thereunder due in the ordinary course of business prior to the Effective TimeCompany Contracts has been authorized by all necessary corporate action. All of the Buyer Agreements described in SCHEDULE 4.21 Company Contracts are in full force and effect. Buyer and, to the knowledge of Buyer, MILN and each other party thereto to each of the Company Contracts have performed all the obligations required to be performed by them to date, have received no notice of default and are not in default (with due notice or lapse of time or both) under any Buyer Agreementof the Company Contracts. Buyer MILN has no a present expectation or intention of not fully performing all its obligations under each Buyer Agreementof the Company Contracts, and Buyer has no neither MH nor MILN have any knowledge of any breach or anticipated breach by the any other party to any contract or commitment to which Buyer is a partyof the Company Contracts. None of such Buyer Agreements has the Company Contracts have been terminated, no written notice has been given by any party thereto of any alleged default thereunder by any party thereunderthereto, and Buyer neither MH nor MILN is not aware of any intention or right of any party to any Company Contract to default another party to any such Buyer AgreementCompany Contract. There exists no actual or, to the knowledge of BuyerMH or MILN, threatened termination, cancellation or material limitation of the business relationship of Buyer MILN with any party to any Company Contract. (b) Schedule 2.25 sets forth, with respect to each Franchise Contract, (i) the name, address, telephone number of each former Franchisee, (ii) a description of any notes receivable from each Franchisee and former Franchisee, including the amount of the obligation, date of obligation, interest rate, term, dates of first and last payments, down payments, total amount financed, monthly payment, balloon payment (if any) and balance outstanding and (iii) any agreement to pay any amount to any former Franchisee. Except as set forth on Schedule 2.25, there are no agreements, commitments, or understandings of any kind, whether written or oral, between MILN (or its officers, agents, employees or representatives) and any Franchisee. (c) Schedule 2.25 sets forth a list and description of all Affiliate Contracts, including, with respect to each such Buyer Agreement.Affiliate Contract, the name, address, and telephone

Outstanding Commitments. SCHEDULE 4.21 sets forth a description of The Assigned Contracts constitute all existing material existing written or oral contracts, agreements, charters, leases, subleases, commitments, licenses licenses, and franchises franchises, whether written or oral, relating to which Buyer is a party (the "BUYER AGREEMENTS")Business. Buyer has Sellers have delivered or made available to Argentys Buyers true, correct correct, and complete copies of all written Assigned Contracts, and Schedule 1.1(e) contains an accurate and complete description of the Buyer Agreements specified on SCHEDULE 4.21all Assigned Contracts that are not in writing. Except as set forth on SCHEDULE 4.21in Schedule 1.1(e), Buyer has paid in full all amounts due from Buyer as of the date hereof under each Buyer Agreement identified in SCHEDULE 4.21 and as of the Effective Time will have satisfied in full all of its liabilities and obligations thereunder due in the ordinary course of business prior to the Effective Time. All of the Buyer Agreements described in SCHEDULE 4.21 Assigned Contracts are in full force and effect. Buyer , each Seller and, to the knowledge of BuyerSellers, each other party thereto have to each of the Assigned Contracts has performed all the obligations required to be performed by them it to date, have received no notice and, to the knowledge of Sellers, there is not under any of the Assigned Contracts any existing default and are not in default (that with due notice or lapse of time or both) under any Buyer Agreementboth would constitute such a default. Buyer has Sellers have no a present expectation or intention of not fully performing all its their obligations under each Buyer Agreement, of the Assigned Contracts and Buyer has no knowledge of any breach or anticipated breach by the any other party to any contract or commitment to which Buyer is a partyof the Assigned Contracts. None of such Buyer Agreements the Assigned Contracts has been terminatedterminated nor has notice of termination been given with respect thereto, no written notice has been given by any party thereto of any alleged default thereunder by any party thereunderthereto, and Buyer is not Sellers are aware of any no intention or right of any party to any Assigned Contract to declare a default by another party to any such Buyer AgreementAssigned Contract. There exists no actual or, to the knowledge of Buyer, or threatened termination, cancellation cancellation, or material limitation of the business relationship of Buyer any Seller with any party to any Assigned Contract except by reason of the expiration of the term of such Buyer AgreementAssigned Contract. Schedule 2.11 identifies all existing leases, together with the name and address of the lessor and the material terms of the lease, covering all leased equipment aboard any of the Vessels.

Outstanding Commitments. SCHEDULE 4.21 Schedule 2.16 sets forth a description of all existing material existing written or oral contracts, agreements, commitments, licenses and franchises (other than those which can be canceled upon not more than 30 days notice without penalty to which Buyer is a party the Seller), whether written or oral, relating to the ownership or operation of the Biotech Incubator Facility (the collectively "BUYER AGREEMENTSService Agreements"). Buyer The Seller has delivered or made available to Argentys the Buyer true, correct and complete copies of all of the Buyer Service Agreements specified on SCHEDULE 4.21Schedule 2.16 which are in writing, and Schedule 2.16 contains an accurate and complete description of all Service Agreements which are not in writing. Except as set forth otherwise disclosed on SCHEDULE 4.21Schedule 2.16, Buyer the Seller has paid in full all amounts due from Buyer as of the date hereof under each Buyer Service Agreement identified in SCHEDULE 4.21 on Schedule 2.16 and as of the Effective Time Closing Date will have satisfied in full all of its liabilities and obligations thereunder due in the ordinary course of business prior to the Effective TimeClosing. All of the Buyer Service Agreements described in SCHEDULE 4.21 on Schedule 2.16 are in full force and effect. Buyer and, to the knowledge of Buyer, The Seller and each other party thereto have substantially performed all the obligations required to be performed by them under such Agreements to date, performance of which has not been waived, have received no notice of default and are not in default (with due notice or lapse of time or both) under any Buyer such Agreement. Buyer The Seller has no a present expectation or intention of not fully performing all its obligations under each Buyer Agreement, and Buyer the Seller has no knowledge of any breach or anticipated breach by the other party to any contract or commitment to which Buyer the Seller is a party. None of such Buyer Service Agreements has been terminatedbeenterminated, no written notice has been given by any party thereto of any alleged default by any party thereunder, and Buyer the Seller is not aware of any intention or right of any party to default another party to any such Buyer Service Agreement. There exists no actual or, to the knowledge of Buyerthe Seller, threatened termination, cancellation or material limitation of the business relationship of Buyer the Seller with any party to any such Buyer Service Agreement.