Common use of Status of Contracts Clause in Contracts

Status of Contracts. As of the date hereof, each of the Contracts listed in Section 5.13 of the Parent/Seller Disclosure Letter (collectively, the “Material Contracts”) is in full force and effect and is a valid and binding agreement enforceable against Seller or such relevant Subsidiary and, to the Knowledge of Seller, any other party thereto in accordance with its terms, other than those Material Contracts the failure of which to be in full force and effect or valid and binding would not, individually or in the aggregate, reasonably be expected to be material to the Business. Seller, the Asset Transferors and the Acquired Companies (in each case, solely with respect to the Business) are not in, or, to the Knowledge of Seller, alleged to be in, and to the Knowledge of Seller, no other party to any Material Contract is in or alleged to be in, breach or default under any of the Material Contracts other than such breaches or defaults that would not, individually or in the aggregate, reasonably be expected to be material to the Business. Between the Lookback Date and the date hereof, none of Seller, the Asset Transferors, the Acquired Companies or, to the Knowledge of Seller, any other party to any Material Contract has provided or received any notice (whether written or oral) of any intention to terminate or seek renegotiation of, any Material Contract, except as would not, individually or in the aggregate, reasonably be expected to be material to the Business. Seller has made available to Buyer correct and complete copies of each Material Contract (including all material modifications, amendments and supplements thereto) in effect as of the date hereof. Notwithstanding the foregoing, Seller shall be permitted to make available to Buyer correct and complete copies of Specified IP Contracts included in the Disclosure Letter Update within thirty (30) days after the date of this Agreement, and the failure to have made such Specified IP Contracts available to Buyer on or prior to the date of this Agreement shall not be deemed to be a breach of this Section 5.14.

Status of Contracts. As Except as set forth in Section 5.16 of the date hereofDisclosure Schedule and for events of default arising as a result of the Filing, each of the Contracts listed in Section 5.13 Seller Agreements (i) to the knowledge of Sellers, constitutes a valid and binding obligation of the Parent/Seller Disclosure Letter parties thereto and (collectively, the “Material Contracts”ii) is in full force and effect and is a valid and binding agreement enforceable against Seller or such relevant Subsidiary and, subject to the Knowledge cure of Seller, any other party thereto defaults pursuant to Section 2.6 and except for those Seller Agreements that by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with its termsthe provisions hereof, other than those Material Contracts the failure of which may be transferred to be Buyer pursuant to this Agreement and will continue in full force and effect upon such transfer, in each case without breaching the terms thereof or valid and binding would not, individually or resulting in the aggregateforfeiture or impairment of any rights thereunder and, reasonably be expected to be material to except for the Business. Seller, the Asset Transferors Bankruptcy Court Order and the Acquired Companies (obtaining of any consents set forth in Section 5.3 of the Disclosure Schedule, without the consent, approval or act of, or the making of any filing with, any other party. Sellers or their Affiliates have fulfilled and performed their respective obligations under each caseof the Seller Agreements, solely with respect to and except for events of default arising as a result of the Business) Filing, Sellers or their Affiliates are not in, or, to the Knowledge knowledge of SellerSellers, alleged to be in, and to the Knowledge of Seller, no other party to any Material Contract is in or alleged to be in, breach or default under any of the Material Contracts other than such breaches or defaults that would notunder, individually or in the aggregate, reasonably be expected to be material to the Business. Between the Lookback Date and the date hereof, none of Seller, the Asset Transferors, the Acquired Companies nor is there or, to the Knowledge knowledge of SellerSellers, is there alleged to be any basis for termination of, any of the Seller Agreements, and, to the knowledge of Sellers, no other party to any Material Contract of the Seller Agreements has provided breached or received defaulted thereunder, and no event has occurred and no condition or state of facts exists that, with the passage of time or the giving of notice or both, would constitute such a default or breach by Sellers or any notice (whether written or oral) of any intention to terminate or seek renegotiation oftheir Affiliates or, any Material Contract, except as would not, individually or in the aggregate, reasonably be expected to be material to the Businessknowledge of Sellers, by any such other party. Neither Sellers nor any of their Affiliates are currently renegotiating any of the Seller has Agreements or paying liquidated damages in lieu of performance thereunder. Sellers have made available to Buyer true and correct and complete copies of each Material Contract (including all material modifications, amendments and supplements thereto) in effect as of the date hereof. Notwithstanding the foregoing, Seller shall be permitted to make available to Buyer correct and complete copies of Specified IP Contracts included in the Disclosure Letter Update within thirty (30) days after the date of this Agreement, and the failure to have made such Specified IP Contracts available to Buyer on or prior to the date of this Agreement shall not be deemed to be a breach of this Section 5.14Agreements.

Status of Contracts. As of the date hereofExcept as set forth in SCHEDULE 5.21, each of the Contracts leases, contracts and other agreements listed in Section 5.13 of the Parent/Seller Disclosure Letter SCHEDULES 5.11, 5.14, 5.15, 5.18 and 5.20 (collectively, the “Material Contracts”"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 is a valid (except as set forth in SCHEDULE 5.3 and binding agreement enforceable against except for those Seller or such relevant Subsidiary and, Agreements which by their terms will expire prior to the Knowledge of Seller, any other party thereto Closing Date or are otherwise terminated prior to the Closing Date in accordance with its terms, other than those Material Contracts the failure of which provisions hereof) may be transferred to be Buyer pursuant to this Agreement and will continue in full force and effect thereafter, in each case without breaching the terms thereof or valid and binding would not, individually or resulting in the aggregateforfeiture or impairment of any rights thereunder and without the consent, reasonably be expected 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 be material to the Business. Sellerwhich it is a party, the Asset Transferors and the Acquired Companies (in each case, solely with respect to the Business) are not no Seller is in, or, to the Knowledge of Seller, alleged to be in, and to the Knowledge of Seller, no other party to any Material Contract is in or alleged to be in, breach or default under any of the Material Contracts other than Seller Agreements to which such breaches Seller is a party, nor is there or defaults that would not, individually or in the aggregate, reasonably be expected is there alleged to be material to any basis for termination of, any of the Business. Between the Lookback Date and the date hereof, none of Seller, the Asset Transferors, the Acquired Companies orSeller Agreements and, to the Knowledge of SellerSellers' knowledge, any no other party to any Material Contract of the Seller Agreements has provided breached or received any notice (whether written or oral) of any intention to terminate or seek renegotiation ofdefaulted thereunder, any Material Contractand, except as would not, individually or in the aggregate, reasonably be expected to be material to the BusinessSellers' 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 has made available to Buyer is currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct and complete copies of each Material Contract (including all material modifications, amendments and supplements thereto) in effect as of the date hereof. Notwithstanding the foregoing, Seller shall be permitted to make available Agreements have heretofore been delivered to Buyer correct and complete copies of Specified IP Contracts included in the Disclosure Letter Update within thirty (30) days after the date of this Agreement, and the failure to have made such Specified IP Contracts available to Buyer on or prior to the date of this Agreement shall not be deemed to be a breach of this Section 5.14by Sellers.

Status of Contracts. As of the date hereofExcept as set forth in Schedule 3.12 or in any other Schedule hereto, each of the Contracts listed in Section 5.13 contracts, leases or other agreements set forth on Schedule 3.12 constitutes a valid and binding obligation of the Parent/Seller Disclosure Letter (collectivelyDebtor or any of its Subsidiaries party thereto and, to the Knowledge of the Debtor, the “Material Contracts”other parties thereto (subject to bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors' rights generally) and is in full force and effect and is a valid and binding agreement enforceable against Seller (subject to bankruptcy, insolvency, reorganization or such relevant Subsidiary and, other similar laws relating to or affecting the Knowledge enforcement of Seller, any other party thereto in accordance with its terms, other than those Material Contracts creditors' rights generally) except where the failure of which such contracts, leases or other agreements to be binding or in full force and effect or valid and binding would not, not individually or in the aggregateaggregate have a Material Adverse Effect. The Debtor or Subsidiary of the Debtor party thereto has fulfilled and performed in all material respects its obligations under each of such contracts, reasonably be expected leases or other agreements to be material which it is a party except where the failure to fulfill or perform such obligations would not individually or in the Business. Selleraggregate have a Material Adverse Effect, the Asset Transferors and the Acquired Companies (in each case, solely with respect to the Business) are is not in, or, to the Knowledge of Seller, alleged to be in, and to the Knowledge of Seller, no other party to any Material Contract is in or alleged to be in, breach or default under any of the Material Contracts such contract, lease or other than agreement and except for such breaches or defaults that as would not, not individually or in the aggregateaggregate have a Material Adverse Effect, reasonably be expected to be material to the Business. Between Knowledge of the Lookback Date Debtor, no other party to any of such contracts, leases or other agreements has breached or defaulted thereunder, and no event has occurred and no condition or state of facts exists which, with the date hereofpassage of time or the giving of notice or both, none would constitute such a default or breach by the Debtor or Subsidiary of Seller, the Asset Transferors, Debtor party thereto except for such breaches or defaults as would not individually or in the Acquired Companies aggregate have a Material Adverse Effect or, to the Knowledge of Sellerthe Debtor, by any such other party to any Material Contract has provided or received any notice (whether written or oral) of any intention to terminate or seek renegotiation of, any Material Contract, except as would not, individually or in the aggregate, reasonably be expected to be party. There are no oral contracts material to the Businessoperation of KAZA-TV. Seller has Copies of each of the contracts, leases or other agreements set forth on Schedule 3.11, together with all amendments thereto, to the extent and in the form that any such contracts, leases or other agreements (or amendment thereto) is in the possession of the Debtor or Subsidiary of the Debtor party thereto, have heretofore been delivered or made available to Buyer correct and complete copies of each Material Contract (including all material modifications, amendments and supplements thereto) in effect as of AIC by the date hereof. Notwithstanding the foregoing, Seller shall be permitted to make available to Buyer correct and complete copies of Specified IP Contracts included in the Disclosure Letter Update within thirty (30) days after the date of this Agreement, and the failure to have made such Specified IP Contracts available to Buyer on or prior to the date of this Agreement shall not be deemed to be a breach of this Section 5.14Debtor.

Status of Contracts. As of the date hereofExcept as set forth in Schedule 4.19 or in any other Schedule hereto, each of the Contracts leases, contracts and other agreements listed in Section 5.13 of the Parent/Seller Disclosure Letter Schedules 4.10(c), 4.12, 4.13(a) and 4.18 (collectively, the “Material Contracts”"Station Agreements") constitutes a valid and binding obligation of the Company and, to the Knowledge of the ACME Entities, the other parties thereto (subject to bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors' rights generally) and is in full force and effect (subject to bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors' rights generally) and is a valid (except as set forth in Schedule 4.3(c) and binding agreement enforceable against Seller or such relevant Subsidiary and, except for those Station Agreements which by their terms will expire prior to the Knowledge of Seller, any other party thereto Closing Date or will be otherwise terminated prior to the Closing Date in accordance with its terms, other the provisions hereof or at the direction of Buyer) will be available to the Company following the sale and purchase of the Shares contemplated by this Agreement on terms and conditions no less favorable than those Material Contracts in effect on the failure of which to date hereof and will be in full force and effect at the time of such sale and purchase, in each case without breaching the terms thereof or valid and binding would not, individually or resulting in the aggregateforfeiture or impairment of any rights thereunder and without the consent, reasonably be expected 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 Station Agreements to be material to the Business. Sellerwhich it is a party, the Asset Transferors and the Acquired Companies (in each case, solely with respect to the Business) are Company is not in, or, to the Knowledge of Seller, alleged to be in, and to the Knowledge of Seller, no other party to any Material Contract is in or alleged to be in, breach or default under any of the Material Contracts other than such breaches or defaults that would notStation Agreements and, individually or in the aggregate, reasonably be expected to be material to the Business. Between Knowledge of the Lookback Date ACME Entities, no other party to any of the Station Agreements has breached or defaulted thereunder, and no event has occurred and no condition or state of facts exists which, with the date hereofpassage of time or the giving of notice or both, none of Seller, would constitute such a default or breach by the Asset Transferors, the Acquired Companies Company or, to the Knowledge of Sellerthe ACME Entities, by any such other party to any Material Contract has provided or received any notice (whether written or oral) of any intention to terminate or seek renegotiation of, any Material Contract, except as would not, individually or in the aggregate, reasonably be expected to be party. There are no oral contracts material to the Businessoperation of the Business or the Station. Seller has Complete and correct copies of each of the Station Agreements, together with all amendments thereto, have heretofore been delivered or made available to Buyer correct and complete copies of each Material Contract (including all material modifications, amendments and supplements thereto) in effect as of the date hereof. Notwithstanding the foregoing, Seller shall be permitted to make available to Buyer correct and complete copies of Specified IP Contracts included in the Disclosure Letter Update within thirty (30) days after the date of this Agreement, and the failure to have made such Specified IP Contracts available to Buyer on or prior to the date of this Agreement shall not be deemed to be a breach of this Section 5.14Buyer.

Status of Contracts. As of the date hereof, each of the Contracts listed in Section 5.13 of the Parent/Seller Disclosure Letter (collectively, the “Material Contracts”) is in full force and effect and Schedule 2.18 is a valid true and binding complete list of every Contract and agreement enforceable against to which Seller is a party, or such relevant Subsidiary andby which it is bound, obligating Seller to make annual expenditures in excess of $50,000.00 or, if less, are otherwise material to the Knowledge of Seller, any other party thereto in accordance with its terms, other than those Material Contracts the failure of which to be in full force and effect or valid and binding would notBusiness, individually or in the aggregate, reasonably be expected to be material including, without limitation, all agreements relating to the Business. Sellerborrowing of money (unless otherwise set forth on the Financial Statements), employment and collective bargaining, the Asset Transferors purchase of materials, supplies, equipment, machinery, parts, products or services (other than purchase orders in the ordinary course of business) enabling a third party to distribute Seller's products whether or not such contracts and agreements include items besides the Acquired Companies Contracts (said contracts, agreements, etc. are hereinafter referred to as the "Seller Agreements"). Each of the Seller Agreements constitutes a legal, valid and binding obligation of the Seller and, to Seller's knowledge, the other party thereto, subject to the Enforceability Exception, and is in full force and effect, may be transferred to the Buyer (if Buyer so desires) pursuant to this Agreement and will continue in full force and effect thereafter, in each casecase without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, solely with respect to approval or act of, or the Business) are making of any filing with, any other party. Seller is not in, or, to the Knowledge of Seller, alleged to be in, and to the Knowledge of Seller, no other party to any Material Contract is in or alleged to be in, breach or default under under, nor is there or is there alleged to be any basis for termination of, any of the Material Contracts other than such breaches or defaults that would notSeller Agreements and, individually or in the aggregate, reasonably be expected to be material to the Business. Between the Lookback Date and the date hereof, none knowledge of Seller, no other party to any of the Asset TransferorsSeller Agreements has breached or defaulted thereunder, and no event has occurred and no condition or state of facts exists which, with the Acquired Companies passage of time or the giving of notice or both, would constitute such a default or breach by Seller or, to the Knowledge of the knowledge of Seller, by any such other party to any Material Contract has provided or received any notice (whether written or oral) of any intention to terminate or seek renegotiation of, any Material Contract, except as would not, individually or in the aggregate, reasonably be expected to be material to the Businessparty. Seller has made available is not currently renegotiating any of the Seller Agreements and is not paying liquidated damages in lieu of the performance thereunder. Seller will use its reasonable efforts to Buyer correct deliver true and complete copies of each Material Contract (including all material modifications, amendments and supplements thereto) in effect as of the date hereof. Notwithstanding the foregoing, Seller shall be permitted to make available Agreements to Buyer correct and complete copies will deliver each of Specified IP Contracts included in the Disclosure Letter Update within thirty (30) days after the date of this Agreement, and the failure to have made such Specified IP Contracts available to Buyer on or prior to the date of this Agreement shall not be deemed to be a breach of this Section 5.14Seller Agreements specifically requested by Buyer.

Status of Contracts. As of the date hereofExcept as set forth in Schedule 4.19 or in any other Schedule hereto, each of the Contracts leases, contracts and other agreements listed in Section 5.13 Schedules 4.10(c), 4.12, 4.13(a) and 4.18 (provided, in the case of Schedule 4.18, such contract or other agreement is designated therein as an “Assumed Contract”), but excluding the Parent/Seller Disclosure Letter contracts and other agreements designated in Schedule 4.18 as a “Contract Not Assumed,” (collectivelythe “Station Agreements”) constitutes a valid and binding obligation of Tribune Denver and, to the Knowledge of Tribune Denver, the “Material Contracts”other parties thereto (subject to bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally) and is in full force and effect (subject to bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally) and is a valid (except as set forth in Schedule 4.3 and binding agreement enforceable against Seller or such relevant Subsidiary and, except for those Station Agreements which by their terms will expire prior to the Knowledge of Seller, any other party thereto Closing Date or will be otherwise terminated prior to the Closing Date in accordance with its terms, other the provisions hereof or at the direction of Optionee) may be transferred to the Optionee on terms and conditions no less favorable than those Material Contracts in effect on the failure of which date hereof pursuant to this Agreement and will be in full force and effect at the time of such transfer, in each case without breaching the terms thereof or valid and binding would not, individually or resulting in the aggregateforfeiture or impairment of any rights thereunder and without the consent, reasonably be expected approval or act of, or the making of any filing with, any other party. Tribune Denver has fulfilled and performed in all material respects its obligations under each of the Station Agreements to be material to the Business. Sellerwhich it is a party, the Asset Transferors and the Acquired Companies (in each case, solely with respect to the Business) are Tribune Denver is not in, or, to the Knowledge of Seller, alleged to be in, and to the Knowledge of Seller, no other party to any Material Contract is in or alleged to be in, breach or default under any of the Material Contracts other than such breaches or defaults that would notStation Agreements and, individually or in the aggregate, reasonably be expected to be material to the Business. Between Knowledge of Tribune Denver, no other party to any of the Lookback Date Station Agreements has breached or defaulted thereunder, and no event has occurred and no condition or state of facts exists which, with the date hereofpassage of time or the giving of notice or both, none of Seller, the Asset Transferors, the Acquired Companies would constitute such a default or breach by Tribune Denver or, to the Knowledge of SellerTribune Denver, by any such other party to any Material Contract has provided or received any notice (whether written or oral) of any intention to terminate or seek renegotiation of, any Material Contract, except as would not, individually or in the aggregate, reasonably be expected to be party. There are no oral contracts material to the Businessoperation of the Business or the Stations. Seller has Complete and correct copies of each of the Station Agreements, together with all amendments thereto, have heretofore been delivered or made available to Buyer correct and complete copies of each Material Contract (including all material modificationsthe Optionee by Tribune Denver. Except as otherwise disclosed on Schedule 4.19, amendments and supplements thereto) in effect the Station Agreements as of the date hereof. Notwithstanding the foregoing, Seller shall be permitted to make available to Buyer correct and complete copies of Specified IP Contracts included in the Disclosure Letter Update within thirty (30) days after the date of this Agreement, and the failure to have made such Specified IP Contracts available to Buyer on or prior to amended through the date of this Agreement will not be modified or renewed without Optionee’s written consent, which consent shall not be deemed to be a breach of this Section 5.14unreasonably withheld.

Status of Contracts. As of the date hereofExcept as set forth in Schedule 3.18 or in any other Schedule hereto, each of the Contracts leases, contracts and other agreements listed in Section 5.13 Schedules 3.10(b), 3.11 and 3.17 applicable to the Station (provided, in the case of Schedule 3.17, such contract or other agreement is designated therein as an “Assumed Contract”, but excluding the Parent/Seller Disclosure Letter contracts and other agreements designated in Schedule 3.17 as a “Contract Not Assumed,”) (collectively, the “Material ContractsStation Agreements”) is in full force and effect and is constitutes a valid and binding agreement enforceable against obligation of Seller or such relevant Subsidiary and, to the Knowledge of Seller, any the other party parties thereto (subject to bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally) and is in full force and effect (subject to bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally) and (except as set forth in Schedule 3.3 and except for those Station Agreements which by their terms will expire prior to the Closing Date or will be otherwise terminated prior to the Closing Date in accordance with its terms, other than those Material Contracts the failure provisions hereof or at the direction of which Buyer) may be transferred to Buyer pursuant to this Agreement and will be in full force and effect at the time of such transfer, in each case without breaching the terms thereof or valid resulting in the forfeiture or impairment of any rights thereunder and binding would without the consent, approval or act of, or the making of any filing with, any other Person. Except as has not, individually or in the aggregate, had and would not reasonably be expected to be material to the Business. Sellerhave a Material Adverse Effect, the Asset Transferors and the Acquired Companies (i) Seller is not in each casebreach of, solely with respect to the Business) are not inor default under, orany Station Agreement and, to the Knowledge of Seller, alleged to be in, and to the Knowledge of Seller, no other party to any Material Contract Station Agreement is in or alleged to be inbreach of, breach or default under under, any of the Material Contracts other than such breaches or defaults that would notStation Agreement, individually or in the aggregate, reasonably be expected to be material to the Business. Between the Lookback Date and the date hereof, none of Seller, the Asset Transferors, the Acquired Companies or, (ii) to the Knowledge of Seller, any other party to any Material Contract no event has provided or received any notice (whether written or oral) of any intention to terminate or seek renegotiation occurred which would result in a breach of, or default under, any Material ContractStation Agreement (in each case, except as would notwith or without notice or lapse of time or both). Complete and correct copies of each of the Station Agreements, individually together with all amendments thereto, have heretofore been delivered or in the aggregate, reasonably be expected to be material to the Business. Seller has made available to Buyer correct and complete copies of each Material Contract (including all material modifications, amendments and supplements thereto) in effect as of the date hereof. Notwithstanding the foregoing, Seller shall be permitted to make available to Buyer correct and complete copies of Specified IP Contracts included in the Disclosure Letter Update within thirty (30) days after the date of this Agreement, and the failure to have made such Specified IP Contracts available to Buyer on or prior to the date of this Agreement shall not be deemed to be a breach of this Section 5.14by Seller.

Status of Contracts. As of the date hereofExcept as set forth in Schedule 3.18 or in any other Schedule hereto, each of the Contracts leases, contracts and other agreements listed in Section 5.13 Schedules 3.10(b), 3.11 and 3.17 applicable to the Stations (provided, in the case of Schedule 3.17, such contract or other agreement is designated therein as an “Assumed Contract”, but excluding the Parent/Seller Disclosure Letter contracts and other agreements designated in Schedule 3.17 as a “Contract Not Assumed,”) (collectively, the “Material ContractsStation Agreements”) is in full force and effect and is constitutes a valid and binding agreement enforceable against obligation of Seller or such relevant Subsidiary and, to the Knowledge of Seller, any the other party parties thereto (subject to bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally) and is in full force and effect (subject to bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally) and (except as set forth in Schedule 3.3 and except for those Station Agreements which by their terms will expire prior to the Closing Date or will be otherwise terminated prior to the Closing Date in accordance with its terms, other than those Material Contracts the failure provisions hereof or at the direction of which Buyer) may be transferred to Buyer pursuant to this Agreement and will be in full force and effect at the time of such transfer, in each case without breaching the terms thereof or valid resulting in the forfeiture or impairment of any rights thereunder and binding would without the consent, approval or act of, or the making of any filing with, any other Person. Except as has not, individually or in the aggregate, had and would not reasonably be expected to be material to the Business. Sellerhave a Material Adverse Effect, the Asset Transferors and the Acquired Companies (i) Seller is not in each casebreach of, solely with respect to the Business) are not inor default under, orany Station Agreement and, to the Knowledge of Seller, alleged to be in, and to the Knowledge of Seller, no other party to any Material Contract Station Agreement is in or alleged to be inbreach of, breach or default under under, any of the Material Contracts other than such breaches or defaults that would notStation Agreement, individually or in the aggregate, reasonably be expected to be material to the Business. Between the Lookback Date and the date hereof, none of Seller, the Asset Transferors, the Acquired Companies or, (ii) to the Knowledge of Seller, any other party to any Material Contract no event has provided or received any notice (whether written or oral) of any intention to terminate or seek renegotiation occurred which would result in a breach of, or default under, any Material ContractStation Agreement (in each case, except as would notwith or without notice or lapse of time or both). Complete and correct copies of each of the Station Agreements, individually together with all amendments thereto, have heretofore been delivered or in the aggregate, reasonably be expected to be material to the Business. Seller has made available to Buyer correct and complete copies of each Material Contract (including all material modifications, amendments and supplements thereto) in effect as of the date hereof. Notwithstanding the foregoing, Seller shall be permitted to make available to Buyer correct and complete copies of Specified IP Contracts included in the Disclosure Letter Update within thirty (30) days after the date of this Agreement, and the failure to have made such Specified IP Contracts available to Buyer on or prior to the date of this Agreement shall not be deemed to be a breach of this Section 5.14by Seller.

Status of Contracts. As of the date hereof, each Each of the Contracts listed is valid, binding and enforceable by the applicable Seller Entity in Section 5.13 of the Parent/Seller Disclosure Letter (collectively, the “Material Contracts”) accordance with its terms and is in full force and effect effect. There is no existing default or violation by any Seller Entity under any Contract, and no event has occurred that (whether with or without notice, lapse of time or both) would constitute a default of any Seller Entity under any Contract. There is a valid and binding agreement enforceable against no pending or threatened proceeding that would interfere with the quiet enjoyment of any leasehold of which any Seller Entity is lessee or such relevant Subsidiary and, sublessee. All other parties to the Knowledge Contracts have consented or, prior to the Closing, will have consented (where such consent is necessary) to the consummation of Seller, the transactions contemplated by this Agreement without requiring modification of the applicable Seller Entity's rights or obligations under any other party thereto in accordance with its terms, other than those Material Contracts the failure of which to be in full force and effect or valid and binding Contract. Except as would not, individually or in the aggregate, not reasonably be expected to be material to have a Material Adverse Effect on any Seller Entity, neither the Business. SellerCompany, the Asset Transferors and the Acquired Companies (in each case, solely with respect to the Business) are not in, or, to the Knowledge of Seller, alleged to be in, and to the Knowledge of Seller, no other party to any Material Contract is in or alleged to be in, breach or default under any of the Material Contracts other than such breaches or defaults that would not, individually or in the aggregate, reasonably be expected to be material to the Business. Between the Lookback Date and the date hereof, none of SellerPartnership, the Asset Transferors, the Acquired Companies or, to the Knowledge LLC nor Seller is aware of Seller, any default by any other party to any Material Contract has provided or received of any notice event that (whether written with or oralwithout notice, lapse of time or both) would constitute a default by any other party with respect to obligations of that party under any intention Contract, and, to terminate the knowledge of the Company, the Partnership, the LLC and Seller, there are no facts indicating that any of the Contracts may be totally or seek renegotiation ofpartially terminated or suspended by the other parties. The Seller Entities are not party to, nor bound by, any Material Contract, contract or agreement that (i) except as would not, individually or in the aggregate, not reasonably be expected to be material have a Material Adverse Effect on any Seller Entity, the Company, the Partnership, the LLC or Seller can reasonably foresee will result in any loss to a Seller Entity upon the Business. Seller has made available to Buyer correct and complete copies of each Material Contract performance thereof (including all material modificationsany liability for penalties or damages, amendments and supplements theretowhether liquidated, direct, indirect, incidental or consequential) in effect as of or (ii) is not terminable by the date hereof. Notwithstanding the foregoingapplicable Seller Entity on sixty (60) or fewer days' notice at any time, Seller shall be permitted to make available to Buyer correct and complete copies of Specified IP Contracts included in the Disclosure Letter Update within thirty (30) days after the date of this Agreement, and the failure to have made such Specified IP Contracts available to Buyer on or prior to the date of this Agreement shall not be deemed to be a breach of this Section 5.14without penalty.

Status of Contracts. As Except as set forth on Schedule 5.18, each Seller Agreement constitutes a valid and binding obligation of the date hereof, each of the Contracts listed in Section 5.13 of the Parent/Seller Disclosure Letter (collectively, the “Material Contracts”) parties thereto and is in full force and effect and is disclosed on the appropriate Schedule except for those Seller Agreements which, pursuant to a valid provision of this Agreement, need not be disclosed. Except as set forth on Schedule 5.1(C) and binding agreement enforceable against except for those Seller or such relevant Subsidiary and, Agreements which by their terms will expire prior to the Knowledge of Seller, any other party thereto Closing Date or are otherwise to be terminated prior to the Closing Date in accordance with its termsthe provisions hereof, other than those Material Contracts each of the failure of which to be Seller Agreements will continue in full force and effect after the Closing, in each case without breaching the terms thereof or valid and binding would not, individually or resulting in the aggregateforfeiture or impairment of any rights thereunder, reasonably be expected to be material to and without the Businessconsent, approval or act of, or the making of any filing with, any other party. SellerEach Seller has fulfilled and performed its obligations under each of the Seller Agreements, the Asset Transferors and the Acquired Companies (in each case, solely with respect to the Business) are not no Seller is in, or, to the Knowledge of Seller, alleged to be in, and to the Knowledge of Seller, no other party to any Material Contract is in or alleged to be in, breach or default under under, nor is there alleged to be any basis for termination of, any of the Material Contracts other than Seller Agreements, except where such breaches or defaults that would not, individually or in the aggregate, breach could not reasonably be expected to be material to the Businesshave a Material Adverse Effect. Between the Lookback Date and the date hereof, none of Seller, the Asset Transferors, the Acquired Companies or, to the Knowledge of Seller, any No other party to any Material Contract of the Seller Agreements has provided breached or received 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 any notice (whether written Seller or oral) of by any intention to terminate or seek renegotiation such other party. There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any Material Contract, except as would not, individually amounts paid or in payable to Sellers under current or completed contracts with any Person having the aggregate, reasonably be expected contractual or statutory right to be material to the Business. Seller demand or require such renegotiation and no such Person has made available to Buyer correct and complete copies of each written demand for such renegotiation, where in any such case the change in any such amount would have a Material Contract (including all material modifications, amendments and supplements thereto) in effect as of the date hereof. Notwithstanding the foregoing, Seller shall be permitted to make available to Buyer correct and complete copies of Specified IP Contracts included in the Disclosure Letter Update within thirty (30) days after the date of this Agreement, and the failure to have made such Specified IP Contracts available to Buyer on or prior to the date of this Agreement shall not be deemed to be a breach of this Section 5.14Adverse Effect.

Status of Contracts. As of the date hereofExcept as set forth in Schedule 5.21, each of the Contracts leases, contracts and other agreements listed in Section 5.13 of the Parent/Seller Disclosure Letter Schedules 5.11, 5.14, 5.15, 5.18 and 5.20 (collectively, the “Material ContractsSeller Agreements”) constitutes a valid and binding obligation of the parties thereto and, to the Knowledge of Sellers, is in full force and effect and is a valid (except as set forth in Schedule 5.3) may be transferred to Buyer pursuant to this Agreement and binding agreement enforceable against Seller or such relevant Subsidiary and, to the Knowledge of Seller, any other party thereto in accordance with its terms, other than those Material Contracts the failure of which to be will continue in full force and effect thereafter, in each case without breaching the terms thereof or valid and binding would not, individually or resulting in the aggregateforfeiture or impairment of any rights thereunder and without the consent, reasonably be expected to be approval or act of, or the making of any filing with, any other party. Each Seller has fulfilled and performed in all material to respects its respective obligations under each of the Business. SellerSeller Agreements, the Asset Transferors and the Acquired Companies (in each case, solely with respect to the Business) are not no Seller is in, or, to the Knowledge of Seller, or alleged to be in, and to the Knowledge of Seller, no by any other party to any Material Contract is in or alleged thereto to be in, breach or default under in any material respect under, nor is there or is there alleged to be any basis for termination of, any of the Material Contracts other than such breaches or defaults that would not, individually or in the aggregate, reasonably be expected to be material to the Business. Between the Lookback Date and the date hereof, none of Seller, the Asset Transferors, the Acquired Companies orSeller Agreements and, to the Knowledge of SellerSellers, any no other party to any Material Contract of the Seller Agreements has provided breached or received defaulted thereunder in any notice (whether written or oral) of any intention to terminate or seek renegotiation ofmaterial respect, any Material Contractand, except as would not, individually or in the aggregate, reasonably be expected to be material to the BusinessKnowledge of Sellers, 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 Sellers or by any such other party. No Seller has is currently renegotiating any of the Seller Agreements or paying damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Agreements have heretofore been delivered or made available to Buyer. Sellers have provided Buyer and CNU with true, correct and complete copies of each Material Contract (including all material modificationswritten reports, amendments audits and supplements thereto) in effect as compliance investigations conducted by or on behalf of any party to any Seller Agreement regarding Sellers’ compliance with the date hereof. Notwithstanding the foregoing, requirements of such Seller shall be permitted to make available to Buyer correct and complete copies Agreement or applicable Requirements of Specified IP Contracts included in the Disclosure Letter Update within thirty (30) days after the date of this Agreement, and the failure to have made such Specified IP Contracts available to Buyer on or prior to the date of this Agreement shall not be deemed to be a breach of this Section 5.14Law.

Status of Contracts. As of the date hereofExcept as set forth in Schedule 4.15 or in any other Schedule hereto, each of the Contracts listed in Section 5.13 Station Agreements constitutes a valid and binding obligation of the Parent/Seller Disclosure Letter (collectivelyor Subsidiary party thereto and, to the Knowledge of the Seller, the “Material Contracts”other parties thereto (subject to bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors' rights generally) and is in full force and effect and is a valid and binding agreement enforceable against Seller (subject to bankruptcy, insolvency, reorganization or such relevant Subsidiary and, other similar laws relating to or affecting the Knowledge enforcement of Seller, any other party thereto in accordance with its terms, other than those Material Contracts creditors' rights generally) except where the failure of which such Station Agreement to be binding or in full force and effect or valid and binding would not, not individually or in the aggregateaggregate have a Material Adverse Effect. The Seller and each Subsidiary have fulfilled and performed in all material respects their respective obligations under each of the Station Agreements to which they are parties except where the failure to fulfill or perform such obligations would not individually or in the aggregate have a Material Adverse Effect, reasonably be expected to be material to and neither the Business. Seller, the Asset Transferors and the Acquired Companies (in each case, solely with respect to the Business) are not Seller nor any Subsidiary is in, or, to the Knowledge of Seller, alleged to be in, and to the Knowledge of Seller, no other party to any Material Contract is in or alleged to be in, breach or default under any of the Material Contracts other than Station Agreements and, except for such breaches or defaults that as would not, not individually or in the aggregateaggregate have a Material Adverse Effect, reasonably be expected to be material to the Business. Between Knowledge of the Lookback Date and the date hereof, none of Seller, no other party to any of the Asset TransferorsStation Agreements has breached or defaulted thereunder, and no event has occurred and no condition or state of facts exists which, with the Acquired Companies passage of time or the giving of notice or both, would constitute such a default or breach by the Seller or Subsidiary party thereto except for such breaches or defaults as would not individually or in the aggregate have a Material Adverse Effect or, to the Knowledge of the Seller, by any such other party to any Material Contract has provided or received any notice (whether written or oral) of any intention to terminate or seek renegotiation of, any Material Contract, except as would not, individually or in the aggregate, reasonably be expected to be party. There are no oral contracts material to the Businessoperation of the Business or the Station. Seller has Copies of each of the Station Agreements together with all amendments thereto to the extent and in the form that any such Station Agreement (or amendment thereto) is in the possession of the Seller, have heretofore been delivered or made available to Buyer correct and complete copies of each Material Contract (including all material modifications, amendments and supplements thereto) in effect as of the date hereof. Notwithstanding Optionee by the foregoing, Seller shall be permitted to make available to Buyer correct and complete copies of Specified IP Contracts included in the Disclosure Letter Update within thirty (30) days after the date of this Agreement, and the failure to have made such Specified IP Contracts available to Buyer on or prior to the date of this Agreement shall not be deemed to be a breach of this Section 5.14Seller.

Status of Contracts. As of the date hereofExcept as set forth in Schedule 5.20, each of the Contracts listed in Section 5.13 Seller Agreements constitutes a valid and binding obligation of Seller or Seller Subsidiary and, to the knowledge of Seller, Seller Subsidiary or the Selling Parties, of the Parent/Seller Disclosure Letter (collectively, the “Material Contracts”) other parties thereto and is in full force and effect and is a valid (except as set forth in Schedule 5.3) may be transferred to Buyer pursuant to this Agreement, in each case without resulting in the forfeiture or impairment of any rights thereunder. Each of Seller and binding agreement enforceable against Seller Subsidiary has fulfilled and performed in all material respects its obligations under each of the Seller Agreements, and neither Seller nor Seller Subsidiary in, or such relevant Subsidiary and, to the Knowledge of knowledge or Seller, any other party thereto in accordance with its termsSeller Subsidiary or the Selling Parties, other than those Material Contracts the failure of which to be in full force and effect or valid and binding would not, individually or in the aggregate, reasonably be expected to be material to the Business. Seller, the Asset Transferors and the Acquired Companies (in each case, solely with respect to the Business) are not in, or, to the Knowledge of Seller, alleged to be in, and to the Knowledge of Seller, no other party to any Material Contract is in or alleged to be in, breach or default under under, nor, to the knowledge of Seller, Seller Subsidiary or the Selling Parties, is there or is there alleged to be any basis for termination of, any of the Material Contracts other than such breaches or defaults that would notSeller Agreements and, individually or in the aggregate, reasonably be expected to be material to the Business. Between the Lookback Date and the date hereof, none knowledge of Seller, Seller Subsidiary or the Asset TransferorsSelling Parties, the Acquired Companies or, to the Knowledge of Seller, any no other party to any Material Contract of the Seller Agreements has provided breached or received any notice (whether written or oral) of any intention to terminate or seek renegotiation ofdefaulted thereunder, any Material Contractand, except as would not, individually or in the aggregate, reasonably be expected to be material to the Businessknowledge of Seller, Seller Subsidiary or the Selling Parties, 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 Seller, Seller Subsidiary, or by any such other party. Neither Seller has nor Seller Subsidiary 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 correct and complete copies of each Material Contract (including all material modifications, amendments and supplements thereto) in effect as of the date hereof. Notwithstanding the foregoing, Seller shall be permitted to make available to Buyer correct and complete copies of Specified IP Contracts included in the Disclosure Letter Update within thirty (30) days after the date of this Agreement, and the failure to have made such Specified IP Contracts available to Buyer on or prior to the date of this Agreement shall not be deemed to be a breach of this Section 5.14by Seller.

Status of Contracts. As Except as set forth on Schedule 4.30, to the Knowledge of the date hereofSeller, each of the Contracts listed in Section 5.13 of the Parent/Seller Disclosure Letter on Schedules 2.1(g), 4.14(a) and 4.27(b) (collectively, the “Material Contracts”"Seller Agreements") constitutes a legal, valid, binding and enforceable obligation of the parties thereto and is in full force and effect and is a valid the transactions contemplated herein shall not have an Adverse Effect on the Seller Ancillary Agreements and binding agreement enforceable against Seller or such relevant Subsidiary and, to the Knowledge of Seller, any other party thereto in accordance with its terms, other than those Material Contracts the failure of which to be they shall continue in full force and effect immediately after the Closing with Buyer as a party thereto instead of Seller, in each case without breaching the terms thereof or valid and binding would not, individually or resulting in the aggregateforfeiture or impairment of any rights thereunder and without the consent, reasonably be expected to be material to approval or act of, or the Businessmaking of any filing with, any other party. SellerSeller has fulfilled and performed its obligations under each of the Seller Agreements, the Asset Transferors and the Acquired Companies (in each case, solely with respect to the Business) are Seller is not in, or, to the Knowledge of Seller, alleged to be in, and 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 and, to the Knowledge of Seller, no other party to any Material Contract is in or alleged to be in, breach or default under any of the Material Contracts other than such breaches Seller Agreements has breached or defaults that would notdefaulted thereunder, individually or in the aggregate, reasonably be expected to be material and to the Business. Between Knowledge of Seller no event has occurred and no condition or state of facts exists which, with the Lookback Date and passage of time or the date hereofgiving of notice or both, none of Seller, the Asset Transferors, the Acquired Companies would constitute such a default or breach by Seller or, to the Knowledge of Seller, by any such other party to any Material Contract has provided or received any notice (whether written or oral) of any intention to terminate or seek renegotiation of, any Material Contract, except as would not, individually or in the aggregate, reasonably be expected to be material to the Businessparty. Seller has made available is not currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. None of the Seller Agreements contains terms unduly burdensome or harmful to Buyer correct Buyer, upon assignment to Buyer. True and complete copies of each Material Contract (including all material modifications, amendments and supplements thereto) in effect as of the date hereof. Notwithstanding the foregoing, Seller shall be permitted to make available Agreements have heretofore been delivered to Buyer correct and complete copies of Specified IP Contracts included in the Disclosure Letter Update within thirty (30) days after the date of this Agreement, and the failure to have made such Specified IP Contracts available to Buyer on or prior to the date of this Agreement shall not be deemed to be a breach of this Section 5.14by Seller.

Status of Contracts. As Each of the date hereofleases, each contracts and other ------------------- agreements assigned to and assumed by Buyer as part of the Contracts Purchased Assets under Sections 2.1 and 2.3 and listed in Section 5.13 of the Parent/Seller Disclosure Letter on Schedule 2.3(c) (collectively, the “Material Contracts”------------ --- --------------- "Assigned Agreements") constitutes a valid and binding obligation of the parties ------------------- thereto and is in full force and effect and is a valid may be transferred to Buyer pursuant to this Agreement and binding agreement enforceable against Seller or such relevant Subsidiary and, to the Knowledge of Seller, any other party thereto in accordance with its terms, other than those Material Contracts the failure of which to be will continue in full force and effect thereafter in accordance with the terms and conditions thereof, in each case (a) without the consent, approval or valid act of, or the making of any filing with, any other party and binding would not(b) without breaching the terms thereof, individually giving any party thereto the right to accelerate the terms thereof or to terminate such Assigned Agreement, or resulting in the aggregateforfeiture or impairment of any rights thereunder. Seller has fulfilled and performed, reasonably be expected to be in all material to respects, its obligations under each of the Business. SellerAssigned Agreements listed on Schedule 2.3(c), the Asset Transferors and the Acquired Companies (in each case, solely with respect to the Business) are Seller is not in, or, to the Knowledge of Seller, or --------------- alleged to be in, and material breach or default under, any of the Assigned Agreements and, to the Knowledge of Seller's knowledge, no other party to any Material Contract of the Assigned Agreements listed on Schedule 2.3(c) 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 Seller or by any such other party. Seller is in or alleged to be in, breach or default under not currently renegotiating any of the Material Contracts Assigned Agreements listed on Schedule 2.3(c) or paying --------------- liquidated damages in lieu of performance thereunder other than such breaches or defaults that would not, individually or in accordance with the aggregate, reasonably be expected to be material to the Businessterms and conditions thereof. Between the Lookback Date Complete and the date hereof, none of Seller, the Asset Transferors, the Acquired Companies or, to the Knowledge of Seller, any other party to any Material Contract has provided or received any notice (whether written or oral) of any intention to terminate or seek renegotiation of, any Material Contract, except as would not, individually or in the aggregate, reasonably be expected to be material to the Business. Seller has made available to Buyer correct and complete copies of each Material Contract (including all material modifications, amendments and supplements thereto) in effect as of the date hereof. Notwithstanding the foregoing, Seller shall be permitted to make available Assigned Agreements listed on Schedule 2.3(c) have heretofore been delivered --------------- to Buyer correct and complete copies of Specified IP Contracts included in the Disclosure Letter Update within thirty (30) days after the date of this Agreement, and the failure to have made such Specified IP Contracts available to Buyer on or prior to the date of this Agreement shall not be deemed to be a breach of this Section 5.14by Seller Group.

Status of Contracts. As Except as set forth in Schedule 3.19 or in any other Schedule hereto, each Station ------------------- ------------- Agreement constitutes a valid and binding obligation of an Emmis Entity and, to the Knowledge of the date hereof, each of the Contracts listed in Section 5.13 of the Parent/Seller Disclosure Letter (collectivelyEmmis Entities, the “Material Contracts”other parties thereto (subject to bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally) and is in full force and effect (subject to bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally) and is a valid (except as set forth in Schedule 3.3(c) and binding agreement enforceable against Seller or such relevant Subsidiary and, except for those Station Agreements which by their terms will expire prior to the Knowledge of Seller, any other party thereto --------------- Closing Date or will be otherwise terminated prior to the Closing Date in accordance with its terms, other than those Material Contracts the failure provisions hereof or at the direction of which Buyer) may be transferred to the Buyer pursuant to this Agreement and will be in full force and effect at the time of such transfer, in each case without breaching the terms thereof or valid and binding would not, individually or resulting in the aggregateforfeiture or impairment of any rights thereunder and without the consent, reasonably be expected approval or act of, or the making of any filing with, any other party. Each Emmis Entity has fulfilled and performed in all material respects its obligations under each of the Station Agreements to be material to the Business. Sellerwhich it is a party, the Asset Transferors and the Acquired Companies (in each case, solely with respect to the Business) are not neither Emmis Entity is in, or, to the Knowledge of Seller, alleged to be in, and to the Knowledge of Seller, no other party to any Material Contract is in or alleged to be in, breach or default under any of the Material Contracts other than such breaches or defaults that would notStation Agreements and, individually or in the aggregate, reasonably be expected to be material to the Business. Between Knowledge of the Lookback Date Emmis Entities, no other party to any of the Station Agreements has breached or defaulted thereunder, and no event has occurred and no condition or state of facts exists which, with the date hereofpassage of time or the giving of notice or both, none of Seller, the Asset Transferors, the Acquired Companies would constitute such a default or breach by an Emmis Entity or, to the Knowledge of Sellerthe Emmis Entities, by any such other party to any Material Contract has provided party. Complete and correct copies of each of the Station Agreements, together with all amendments thereto, have heretofore been delivered or received any notice (whether written or oral) of any intention to terminate or seek renegotiation of, any Material Contract, except as would not, individually or in the aggregate, reasonably be expected to be material to the Business. Seller has made available to the Buyer correct and complete copies of each Material Contract (including all material modifications, amendments and supplements thereto) in effect as of by the date hereof. Notwithstanding the foregoing, Seller shall be permitted to make available to Buyer correct and complete copies of Specified IP Contracts included in the Disclosure Letter Update within thirty (30) days after the date of this Agreement, and the failure to have made such Specified IP Contracts available to Buyer on or prior to the date of this Agreement shall not be deemed to be a breach of this Section 5.14Emmis Entities.

Status of Contracts. As of the date hereofExcept as set forth on SCHEDULE 4.29, each of the Contracts listed in Section 5.13 of the Parent/Seller Disclosure Letter on SCHEDULES 2.1(g), 4.15(a) and 4.27(b) (collectively, the “Material Contracts”"Seller Agreements") constitutes a legal, valid, binding and enforceable obligation of the Seller and is in full force and effect and is a valid and binding agreement enforceable against the transactions contemplated herein shall not have an Adverse Effect on the Seller or such relevant Subsidiary Ancillary Agreements and, to despite the Knowledge of Sellertransactions contemplated herein, any other party thereto in accordance with its terms, other than those Material Contracts the failure of which to be they shall continue in full force and effect immediately after the Closing with Buyer as a party thereto instead of Seller, in each case without breaching the terms thereof or valid and binding would not, individually or resulting in the aggregateforfeiture or impairment of any rights thereunder and without the consent, reasonably be expected to be material to approval or act of, or the Businessmaking of any filing with, any other party. SellerSeller has fulfilled and performed its obligations under each of the Seller Agreements, the Asset Transferors and the Acquired Companies (in each case, solely with respect to the Business) are Seller is not in, or, to the Knowledge of Seller, alleged to be in, and breach or default under, nor is there or is there alleged to be any basis for termination of, any of the Seller Agreements and, to the Knowledge of Seller, no other party to any Material Contract is in or alleged to be in, breach or default under any of the Material Contracts other than Seller 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 breaches a materially default or defaults that would not, individually or in the aggregate, reasonably be expected to be material to the Business. Between the Lookback Date and the date hereof, none of Seller, the Asset Transferors, the Acquired Companies breach by Seller or, to the Knowledge of Seller, by any such other party to any Material Contract has provided or received any notice (whether written or oral) of any intention to terminate or seek renegotiation of, any Material Contract, except as would not, individually or in the aggregate, reasonably be expected to be material to the Businessparty. Seller has made available is not currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. To Seller's knowledge, none of the Seller Agreements contains terms unduly burdensome or harmful to Buyer correct Buyer, upon assignment to Buyer. True and complete copies of each Material Contract (including all material modifications, amendments and supplements thereto) in effect as of the date hereof. Notwithstanding the foregoing, Seller shall be permitted to make available Agreements have heretofore been delivered to Buyer correct and complete copies of Specified IP Contracts included in the Disclosure Letter Update within thirty (30) days after the date of this Agreement, and the failure to have made such Specified IP Contracts available to Buyer on or prior to the date of this Agreement shall not be deemed to be a breach of this Section 5.14by Seller.