Performance of Assumed Contracts. The Assumed Contracts are in full force and effect and, to the best knowledge of Seller are enforceable against the parties thereto in accordance with their terms. Except for Assumed Contracts allowing the customer to terminate for breach, convenience or failure to get State or similar funding, to the knowledge of Seller no circumstance exists that will reasonably be expected to give any party to the Assumed Contracts the right to terminate or modify such agreements. Except as set forth in Exhibit 9.2, Seller has performed and complied with all obligations under the Assumed Contracts in all material respects. Seller has not received any notice of termination of any Assumed Contracts.
Performance of Assumed Contracts. The Company shall perform in all material respects all obligations required to be performed under the Assumed Contracts on or before the Closing Date, with the exception of any obligations owed to trade vendors in the amount of $5,000 or less, and with such exceptions as are disclosed on Schedule 2.16 hereto. The Company and the Shareholder covenant and agree to use their best efforts to perform their respective obligations under such contracts and agreements under which the failure to perform could reasonably be expected to have a material adverse effect on the business, property or prospects of the Company. On or before the Closing Date, the Company shall furnish the Buyer with the original or true and correct copies of each of the Assumed Contracts.
Performance of Assumed Contracts. Seller shall perform in all material respects the obligations required to be performed by it under the Assumed Contracts consistent with Seller's past practices, and, without the prior written consent of Buyer Parent, shall not amend in any respect or unilaterally terminate any such Assumed Contract or waive any material right under any such Assumed Contract.
Performance of Assumed Contracts. Seller is not in material default under, nor has it breached any provision of, any of the Assumed Contracts, or other obligation of the Seller, and there are no oral modifications or past practices inconsistent with the written terms of any of the foregoing. All of the Assumed Contracts are presently in full force and effect. To the knowledge of Seller, the other parties to the Assumed Contracts have complied with their obligations thereunder and are not in breach thereof. Seller has fully performed each material term, condition and covenant of each of the Assumed Contracts required to be performed on or prior to the date hereof. Seller knows of no state of facts which, with the giving of notice or the passing of time, or both, would give rise to any default under the terms of any of the Assumed Contracts.
Performance of Assumed Contracts. (a) The Vendor must perform and observe all obligations of the Vendor under the Assumed Contract which are due to be performed (or relate to the period) on or before the Closing Date.
(b) The Purchaser must, to the extent it lawfully can, assume, perform and observe all obligations of the Vendor under the Assumed Contract which are due to be performed (or relate to the period) after Closing.
(c) The Vendor must, at the request and expense of and with the assistance of the Purchaser, use its reasonable endeavours to perform any obligation of it under the Assumed Contract which arises (or relates to the period) from Closing which the Purchaser cannot lawfully assume, perform or observe.
Performance of Assumed Contracts. From and after the Closing Date and until payment of the Holdback, Purchaser shall perform under the Kum & Go Contract in accordance with its terms and pay the Assumed Liabilities in a timely manner.
Performance of Assumed Contracts. Each of the Assumed Contracts is in effect and is binding upon Seller and, to Seller’s knowledge, the other parties thereto (subject to bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally). Seller has performed in all material respects all of its obligations pursuant to each of the Assumed Contracts and is not in material default or breach of any such agreements. Seller has not received written notice from any party to any Assumed Contract that such party contends that Seller is in material default or breach under any Assumed Contract. To Seller’s knowledge, there has not been, and is not, any material default or breach under any Assumed Contract by the other party to any Assumed Contract. Seller has delivered to Buyer true and complete copies of each Assumed Contract, together with all amendments thereto. Except as set forth in Schedule 1.1(d) attached hereto, there have been no modifications, extensions, or amendments of any of the Assumed Contracts, whether oral or written, except as may be contemplated by this Agreement. Seller has not been notified by any other party to any Assumed Contract that such party has a present intent to terminate or not to renew any Assumed Contract.
Performance of Assumed Contracts. With respect to the Assumed Contracts, after the Closing, Purchaser shall be able to perform under such Assumed Contracts in a manner similar to that which the Companies performed during the ninety (90) day period prior to the Closing without obtaining any license or permit.
Performance of Assumed Contracts. Buyer shall fully and properly perform, and shall not permit any breach to occur on the part of the Buyer with respect, to any of the contracts included in the Purchased Assets, so as to protect Seller from any assertions from breach of contract brought by any third party.
Performance of Assumed Contracts. Seller shall, through the Closing Date, continue to faithfully and diligently perform each and every continuing obligation of Seller, if any, under each of the Material Contracts, where the failure to do so would have a material adverse affect on the operations of the Restaurant.
