Status of Contracts. Except as set forth in Schedule 5.17, each of the Seller Agreements constitutes a valid and binding obligation of the parties thereto and is in full force and effect and (except for those Seller Agreements which by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party has fulfilled and performed in all material respects its obligations under each of the Seller Agreements, and each Seller Party is not in, or alleged to be in, material breach or default under, nor to the Knowledge of Seller is there or is there alleged to be any basis for termination of, any of the Seller Agreements. To the Knowledge of Seller, (i) no other party to any of the Seller Agreements has materially breached or defaulted thereunder, and (ii) no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by any Seller Party or by any such other party. No Seller Party is currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Agreements have heretofore been made available to Buyer by Seller.
Status of Contracts. Except as set forth in SCHEDULE 5.21, each of the leases, contracts and other agreements listed in SCHEDULES 5.11, 5.14, 5.15, 5.18 and 5.20 (collectively, the "Seller Agreements") constitutes a valid and binding obligation of each Seller that is a party thereto and, to the Sellers' knowledge, each other party thereto and is in full force and effect and (except as set forth in SCHEDULE 5.3 and except for those Seller Agreements which by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller has fulfilled and performed its respective obligations under each of the Seller Agreements to which it is a party, and no Seller is in, or alleged to be in, breach or default under any of the Seller Agreements to which such Seller is a party, nor is there or is there alleged to be any basis for termination of, any of the Seller Agreements and, to the Sellers' knowledge, no other party to any of the Seller Agreements has breached or defaulted thereunder, and, to the Sellers' knowledge, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by such Seller or by any such other party. No Seller is currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Agreements have heretofore been delivered to Buyer by Sellers.
Status of Contracts. Except as set forth in Schedule 3.15 or in any other Schedule hereto, each of the Contracts listed in Schedule 3.14 and indicated to be an “Assumed Contract” (collectively, the “Station Agreements”) is a legal, valid and binding obligation of a Seller Party and, to the Knowledge of the Seller Parties, the other parties thereto, and is in full force and effect (in each case, subject to applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). The Seller Parties and their Affiliates are not in breach of, or default under, any Station Agreement and, to the Knowledge of the Seller Parties, no other party to any Station Agreement is in breach of, or default under, any Station Agreement, and (ii) to the Knowledge of the Seller Parties, no event has occurred which would result in a breach of, or default under, any Station Agreement (in each case, with or without notice or lapse of time or both). True and complete copies of each of the Station Agreements, together with all amendments thereto, have heretofore been made available to the Buyer by the Seller Parties.
Status of Contracts. 23 (a) Status . . . . . . . . . . . . . . . . . . . . . . . . 23 (b) Normality. . . . . . . . . . . . . . . . . . . . . . . 24 (c)
Status of Contracts. 20 3.12 Consents................................................21 3.13
Status of Contracts. Except as set forth in Schedule 2.23, each of the leases, contracts and other agreements listed in Schedules 2.12, 2.16(b), 2.16(c), 2.16(h), 2.16(k), 2.16(l), 2.16(m), 2.19, 2.20 and 2.22 (collectively, the “Company Agreements”) constitutes a valid and binding obligation of the Company and, to the Knowledge of the Company, the other parties thereto, and is in full force and effect and will continue in full force and effect after the Closing, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. The Company has fulfilled and performed in all material respects its obligations under each of the Company Agreements, and the Company is not in, or alleged to be in, breach or default under, nor, to the Knowledge of the Company, is there or, to the Knowledge of the Company, is there alleged to be any basis for termination of, any of the Company Agreements and, to the Knowledge of the Company, no other party to any of the Company Agreements has breached or defaulted thereunder, and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by the Company, to the Knowledge of the Company, by any such other party. Complete and correct copies of each of the Company Agreements have heretofore been delivered by the Company to Buyer.
Status of Contracts. All of the Contracts that relate to the Oil and Gas Properties (a) are in full force and effect, and (b) neither Seller nor, to the knowledge of Seller, any other party to the Contracts (i) is in breach of or default, or with the lapse of time or the giving of notice, or both, would be in breach or default, with respect to any of its obligations thereunder to the extent that such breaches or defaults have an adverse effect on the Oil and Gas Properties or (ii) has given or threatened to give notice of any default under or inquiry into any possible default under, or action to alter, terminate, rescind or procure a judicial reformation of any Contract to the extent that such default has an adverse effect on the Oil and Gas Properties.
Status of Contracts. All of the Contracts to be transferred and assigned hereunder to which such Seller is bound, are in full force and effect, and such Seller is not in breach of, or with the lapse of time or the giving of notice, or both, would be in breach of any of its material obligations thereunder, and consummation of the transactions contemplated hereunder will not result in such a breach.
Status of Contracts. Each of the contracts, agreements, commitments and instruments listed on Schedules 3.1.15, 3.1.16, 3.1.17, and 3.1.18 and the agreements described in Section 3.1.14.5 (collectively, the "Contracts") is in full force and effect and is valid, binding and enforceable by Dynamotion in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought. Except as listed in Schedule 3.1.19, there is no existing material default or violation by Dynamotion under any Contract and no event has occurred that (whether with or without notice, lapse of time or both) would constitute a material default of Dynamotion under any Contract. There is no pending or, to the Knowledge of Dynamotion, threatened proceeding that would interfere with the quiet enjoyment of any leasehold of which Dynamotion is lessee or sublessee. Except set forth on Schedule 3.1.19, no consent of the other parties to the Contracts is necessary for the consummation of the transactions contemplated by this Agreement. Complete and accurate copies of all Contracts have been delivered to ESI. To the Knowledge of Dynamotion, there is no default by any other party to any Contract or any event that (whether with or without notice, lapse of time or both) would constitute a material default by any other party with respect to obligations of that party under any Contract, and, to the Knowledge of Dynamotion, there are no facts that exist indicating that any of the Contracts may be totally or partially terminated or suspended by the other parties. Dynamotion has not granted any waiver or forbearance with respect to any of the Contracts. Dynamotion is not a party to, or bound by, any contract or agreement that Dynamotion can reasonably foresee will result in any material loss to Dynamotion upon the performance thereof (including any liability for penalties or damages, whether liquidated, direct, indirect, incidental, or consequential).
Status of Contracts. All of the Contracts and other obligations of Seller relating to the Properties are in full force and effect. Seller and to the knowledge of Seller, any other party to the Contracts is in breach of or default, or with the lapse of time or the giving of notice, or both, would be in breach or default, with respect to any of its obligations to the extent that any breaches or defaults have an adverse impact on any of the Properties; has given or threatened to give notice of any default under or inquiry into any possible default under, or action to alter, terminate, rescind, or procure a judicial reformation of any Contract; and, Seller does not anticipate any other party to a Contract will be in breach of or default under or repudiate any of its obligations to the extent such breach or default will have an adverse impact on any of the Properties.
