Outstanding Contracts. SCHEDULE 5.21 sets forth a description of all existing contracts, agreements, leases, commitments, licenses and franchises, which involve obligations or commitments by Company of $10,000 or more and are not cancelable by Company without penalty within 30 days (collectively "Contracts"), whether written or oral, relating to Company. Company has delivered or made available to Parent true, correct and complete copies of all of the Contracts specified on SCHEDULE 5.21 which are in writing, and such schedule sets forth a complete description of all Contracts which are not in writing. All of the Contracts are in full force and effect and enforceable in accordance with their terms, except to the extent that the enforceability thereof may be subject to or affected by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other laws relating to or affecting the rights of creditors generally. Except as set forth on SCHEDULE 5.21, Company and, to the best knowledge of Company, each other party thereto has materially performed all the obligations required to be performed by it, has received no notice of default and is not in default (with due notice or lapse of time or both) under any of the Contracts. Company has no present expectation or intention of not fully performing all its obligations under each of the Contracts, and Company has no knowledge of any breach or anticipated breach by the other party to any of the Contracts to which Company is a party. Except as set forth on SCHEDULE 5.21, none of the Contracts has been terminated; no notice has been given by any party thereto of any alleged default by any party thereunder; and Company is not aware of any intention or right of any party to declare another party to any of the Contracts to be in default. Except as set forth on SCHEDULE 5.21, there exists no actual or, to the best knowledge of Company, threatened termination, cancellation or limitation of the business relationship of Company by any party to any of the Contracts.
Outstanding Contracts. 11 SECTION 3.20. Outstanding Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 SECTION 3.21. Intellectual Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 SECTION 3.22. Proprietary Information of Third Parties . . . . . . . . . . . . . . . . . . . . . . . . . . 12 SECTION 3.23. Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 SECTION 3.24. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 SECTION 3.25. Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 SECTION 3.26. Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 SECTION 3.27. Broker's or Finder's Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 SECTION 3.28. Accounts Receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Outstanding Contracts. 11 SECTION 4.20. Outstanding Leases ............................ 12 SECTION 4.21 Intellectual Properties ....................... 12 SECTION 4.22. Proprietary Information of Third Parties ...... 12 SECTION 4.23. Transactions with Affiliates .................. 13 SECTION 4.24. Taxes ......................................... 13 SECTION 4.25. Litigation .................................... 13 SECTION 4.26. Environmental Matters ......................... 14 SECTION 4.27. Broker's or Finder's Fees ..................... 14 SECTION 4.28. Accounts Receivable ........................... 14 SECTION 4.29. Projections ................................... 14 SECTION 4.30. Disclosure .................................... 15
Outstanding Contracts. As of the Closing Date, there will be no outstanding contracts made by Seller for any improvements to the Property which have not been fully paid for.
Outstanding Contracts. Schedule 2.19 sets forth a description of all existing contracts, agreements, leases, commitments, licenses and franchises, which involve obligations or commitments by the Seller of $5,000 or more and are not cancelable by the Seller without penalty within 30 days (collectively "Contracts"), whether written or oral, relating to the Seller. The Seller has delivered or made available to the Buyer true, correct and complete copies of all of the Contracts specified on Schedule 2.19 which are in writing, and such schedule sets forth a complete description of all Contracts which are not in writing. All of the Contracts are in full force and effect and enforceable in accordance with their terms, except to the extent that the enforceability thereof may be subject to or affected by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other laws relating to or affecting the rights of creditors generally. Except as set forth on Schedule 2.19, the Seller and, to the best knowledge of the Seller, each other party thereto has materially performed all the obligations required to be performed by it, has received no notice of default and is not in default (with due notice or lapse of time or both) under any of the Contracts. The Seller has no present expectation or intention of not fully performing all its obligations under each of the Contracts, and the Seller has no knowledge of any breach or anticipated breach by the other party to any of the Contracts to which the Seller is a party. Except as set forth on Schedule 2.19, none of the Contracts has been terminated; no notice has been given by any party thereto of any alleged default by any party thereunder; and the Seller is not aware of any intention or right of any party to declare another party to any of the Contracts to be in default. Except as set forth on Schedule 2.19, there exists no actual or, to the best knowledge of the Seller, threatened termination, cancellation or limitation of the business relationship of the Seller by any party to any of the Contracts.
Outstanding Contracts. Schedule 2.20 lists and briefly describes all existing contracts, agreements, leases, commitments, licenses and franchises, whether written or oral, relating to the Corporation in excess of $10,000 (collectively, the "Contracts"). The Corporation has delivered or made available to the Buyer true, correct and complete copies of all of the Contracts specified on Schedule 2.20 which are in writing, and such schedule sets forth a complete description
Outstanding Contracts. 10 TABLE OF CONTENTS (CONTINUED) PAGE Section 2.20 Outstanding Leases ..................................................... 11 Section 2.21 Foreign Person ......................................................... 11
Outstanding Contracts. Schedule 2.19 sets forth a list of all existing contracts, agreements, leases (other than real property leases), commitments, licenses and franchises related to the Business, which involve obligations or commitments by Seller of $50,000 or more and are not cancelable by Seller without penalty within thirty (30) days, along with a list or copy of all of purchase orders being transferred by Seller to Buyer hereunder (together with those not required to be listed because of the amount involved, collectively, the "Contracts"), whether written or oral. Seller has delivered or made available to Buyer true, correct and complete copies of all of the Contracts specified on Schedule 2.19 which are in writing, and such schedule sets forth a complete description of all Contracts which are not in writing. All of the Contracts on Schedule 2.19 are in full force and effect and enforceable in accordance with their terms. Seller and, to the Knowledge of Seller, each other party thereto has materially performed all the obligations required to be performed by it, has received no notice of default and is not in default (with due notice or lapse of time or both) under any of these Contracts. Seller has no Knowledge of any significant breach by the other party to any of the Contracts to which Seller is a party. No written notice of termination of, or any threat to terminate, any of the Contracts has been given or received by Seller.
Outstanding Contracts. As of the Closing, Seller will have caused no contracts to be in effect in connection with the Real Property or any part thereof except those set forth in Exhibit C and any other contracts that may be terminated without cost to Purchaser on thirty (30) days' notice.
Outstanding Contracts. As of the Closing Date, any service, supply, security, management and maintenance contracts (if any) held by Seller with respect to the Property and its mechanical equipment, elevators and other elements (collectively "Contracts") with respect to the Property shall be terminated by Seller at Seller's sole cost and expense.
