Common use of Status of Contracts Clause in Contracts

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 5.21As of the date hereof, each of the leases, contracts and other agreements Contracts listed in SCHEDULES 5.11, 5.14, 5.15, 5.18 and 5.20 Section 5.13 of the Parent/Seller Disclosure Letter (collectively, the "Seller Agreements"“Material Contracts”) 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 is a valid and except for those binding agreement enforceable against Seller Agreements which by their terms will expire prior or such relevant Subsidiary and, to the Closing Date or are otherwise terminated prior to the Closing Date Knowledge of Seller, any other party thereto in accordance with its terms, other than those Material Contracts the provisions hereof) may failure of which to be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafteror 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 without breaching case, solely with respect to the terms thereof or resulting in Business) are not in, or, to the forfeiture or impairment Knowledge of any rights thereunder and without the consentSeller, 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 alleged to which it is a partybe in, and to the Knowledge of Seller, no Seller other party to any Material Contract is in, in or alleged to be in, breach or default under any of the Seller Agreements to which Material Contracts other than such Seller is a partybreaches or defaults that would not, nor is there individually or is there alleged in the aggregate, reasonably be expected to be any basis for termination ofmaterial to the Business. Between the Lookback Date and the date hereof, any none of Seller, the Seller Agreements andAsset Transferors, the Acquired Companies or, to the Sellers' knowledgeKnowledge of Seller, no 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 Seller Agreements has breached or defaulted thereunderaggregate, and, reasonably be expected to be material to the Sellers' knowledge, no event Business. Seller has occurred made available to Buyer correct 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 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 Agreements have heretofore been delivered shall be permitted to make available to Buyer by Sellerscorrect 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. Except as set forth in SCHEDULE 5.21Section 5.16 of the Disclosure Schedule and for events of default arising as a result of the Filing, each of the leasesSeller Agreements (i) to the knowledge of Sellers, 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 parties thereto and (ii) is in full force and effect and (except as set forth in SCHEDULE 5.3 and, subject to the cure of defaults pursuant to Section 2.6 and except for those Seller Agreements which that 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 thereafterupon such transfer, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and, except for the Bankruptcy Court Order and the 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. Each Seller has Sellers or their Affiliates have fulfilled and performed its their respective obligations under each of the Seller Agreements to which it is a partyAgreements, and no Seller is except for events of default arising as a result of the Filing, Sellers or their Affiliates are not in, or or, to the knowledge of Sellers, alleged to be in, breach or default under any of the Seller Agreements to which such Seller is a partyunder, nor is there or or, to the knowledge of Sellers, is there alleged to be any basis for termination of, any of the Seller Agreements Agreements, and, to the knowledge of Sellers' knowledge, no other party to any of the Seller Agreements has breached or defaulted thereunder, and, to the Sellers' knowledge, and no event has occurred and no condition or state of facts exists whichthat, with the passage of time or the giving of notice or both, would constitute such a default or breach by such Seller Sellers or any of their Affiliates or, to the knowledge of Sellers, by any such other party. No Seller is Neither Sellers nor any of their Affiliates are currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Complete Sellers have made available to Buyer true and correct copies of each of the Seller Agreements have heretofore been delivered to Buyer by SellersAgreements.

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 otherwise disclosed on Schedule 3.19.2: (collectively, the "Seller Agreements"a) 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 all Material Company Contracts are 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 partyeffect, and no Seller is inare valid and binding on the Company and the Company Subsidiaries, 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 thereunderas applicable, and, to the Sellers' knowledgeCompany’s Knowledge or Principal Stockholders’ Knowledge, on the other parties thereto, and neither the Company nor any Company Subsidiary, nor, to the Company’s Knowledge and Principal Stockholders’ Knowledge, any other party thereto, has breached any provision of, or defaulted under the terms of any such Contract except for breaches or defaults that are not material or have been cured or waived; (b) a true and complete copy of each written Material Company Contract (and all amendments thereto) and a true and accurate summary of all provisions of each oral Material Company Contract has been delivered or made available to Buyer; (c) there are no event has occurred and no condition oral modifications or state amendments to any of facts exists which, with the passage of time Material Company Contracts; (d) to the Company’s Knowledge or the giving Principal Stockholders’ Knowledge, neither the Company nor any Company Subsidiary has received any notice of notice any stop work orders, terminations, cure notices, show cause notices or both, would constitute such a notices of default or breach by such Seller or by any such other party. No Seller is currently renegotiating under any of the Seller Agreements Material Company Contracts, nor, to the Company’s Knowledge or paying Principal Stockholders’ Knowledge, has any such action been threatened or asserted; (e) there are no Material Company Contracts for the provision of goods or services by the Company or any of the Company Subsidiaries that include a liquidated damages in lieu of performance thereunder. Complete and correct copies of each clause or unlimited liability by the Company or any of the Seller Agreements have heretofore been delivered Company Subsidiaries, or liability for consequential damages; (f) there are no Material Company Contracts for the provision of goods or services by the Company or any of the Company Subsidiaries that require the Company or the applicable Company Subsidiaries to Buyer by Sellerspost a surety, performance or other bond or to be an account party to a letter of credit or bank guarantee; and (g) to the Company’s Knowledge or Principal Stockholders’ Knowledge, no party to a Material Company Contract has notified either the Company or any Company Subsidiary, that the Company or any Company Subsidiary has breached or violated any Law or any certification, representation, clause, provision or requirement of any Material Company Contract.

Status of Contracts. Except as set forth in SCHEDULE 5.21Schedule 5.20, 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") Agreements constitutes a valid and binding obligation of each Seller that is a party thereto or Seller Subsidiary and, to the Sellers' knowledgeknowledge of Seller, each Seller Subsidiary or the Selling Parties, of the other party parties 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 hereofSchedule 5.3) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafterAgreement, 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 partythereunder. Each of Seller and Seller Subsidiary has fulfilled and performed in all material respects its respective obligations under each of the Seller Agreements to which it is a partyAgreements, and no neither Seller is nor Seller Subsidiary in, or to the knowledge or Seller, Seller Subsidiary or the Selling Parties, alleged to be in, breach or default under any under, nor, to the knowledge of Seller, Seller Subsidiary or the Seller Agreements to which such Seller is a partySelling Parties, nor is there or is there alleged to be any basis for termination of, any of the Seller Agreements and, to the Sellers' knowledgeknowledge of Seller, Seller Subsidiary or the Selling Parties, no other party to any of the Seller Agreements has breached or defaulted thereunder, and, to the Sellers' knowledgeknowledge 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 such Seller, Seller Subsidiary, or by any such other party. No Neither Seller is 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 delivered made available to Buyer by SellersSeller.

Status of Contracts. Except as set forth in SCHEDULE 5.21, each (a) Each of the leases, contracts and other agreements listed in SCHEDULES 5.11Schedules 3.10(a), 5.143.12 and 3.17(a), 5.15but excluding contracts and other agreements that are designated as Excluded Assets in Section 2.2 or Schedule 2.2, 5.18 and 5.20 (collectivelythe “Station Agreements”), the "Seller Agreements") constitutes a valid and binding obligation of each Seller that is a the Equity Entities party thereto and, to the Sellers' knowledgeKnowledge of the Equity Entities, each the other party parties thereto and (subject to bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally), is in full force and effect (subject to expiration or termination in accordance with its terms), and (except as set forth in SCHEDULE 5.3 Schedule 3.2(c) and except for those Seller Station Agreements which by their terms will expire prior to the Closing Date or are will be otherwise terminated prior to the Closing Date in accordance with the provisions hereofhereof or at the direction of Buyer) may be transferred to the Buyer pursuant to this Agreement on terms and conditions no less favorable in any material respect than those contained in the relevant Station Agreement on the date hereof (as the Station Agreement may be modified prior to the Closing in accordance with the provisions of this Agreement), and which will not, by reason of assignment to Buyer, increase the obligations or liabilities of Buyer under such agreement in any material respect, and will continue be in full force and effect thereafterat the time of such transfer (subject to expiration or termination in accordance with its terms), 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. . (b) Each Seller Equity Entity has fulfilled and performed in all material respects its respective obligations under each of the Seller Station Agreements to which it is a party, and no Seller Equity Entity is in, or alleged to be in, breach or default under any of the Seller Station Agreements to which such Seller is a party, nor is there or is there alleged to be in any basis for termination of, any of the Seller Agreements material respect and, to the Sellers' knowledgeKnowledge of the Equity Entities, no other party to any of the Seller Station Agreements has breached committed a breach or defaulted thereunderdefault thereunder in any material respect that remains uncured, and, to the Sellers' knowledge, 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 in any material respect by such Seller or any Equity Entity or, to the Knowledge of the Equity Entities, by any such other party. No Seller is currently renegotiating any of The Equity Entities have delivered or made available to the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Complete Buyer complete and correct copies of each of the Seller written Station Agreements, together with all amendments thereto, or true and complete memoranda describing the material terms of all oral Station Agreements, and all liabilities and obligations under such Station Agreements have heretofore been delivered can be ascertained from such copies or memoranda. There are no oral contracts material to Buyer by Sellersthe operation of the Business, or the Stations. Except as otherwise disclosed on Schedule 2.2 and Schedule 3.26, the Station Agreements as amended through the date of this Agreement will not be modified or renewed without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed, except the Equity Entities shall be permitted to renew any Station Agreement that pursuant to its terms renews automatically on a month-to-month basis or any agreements that if not renewed would materially alter the operation of the Stations.

Status of Contracts. Except as set forth in on SCHEDULE 5.214.29, each of the leasesContracts listed on SCHEDULES 2.1(g), contracts 4.15(a) and other agreements listed in SCHEDULES 5.11, 5.14, 5.15, 5.18 and 5.20 4.27(b) (collectively, the "Seller Agreements") constitutes a valid legal, valid, binding and binding enforceable obligation of each the 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 the transactions contemplated herein shall not have an Adverse Effect on the Seller Ancillary Agreements which by their terms will expire prior to and, despite 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 transactions contemplated herein, they shall continue in full force and effect thereafterimmediately after the Closing with Buyer as a party thereto instead of Seller, 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 partyAgreements, and no Seller is not in, or or, to the Knowledge of Seller, alleged to be in, breach or default under any of the Seller Agreements to which such Seller is a partyunder, nor is there or is there alleged to be any basis for termination of, any of the Seller Agreements and, to the Sellers' knowledgeKnowledge of Seller, no other party to any of the Seller Agreements has breached or defaulted thereunder, and, to the Sellers' knowledge, 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 materially default or breach by such Seller or or, to the Knowledge of Seller, by any such other party. No Seller is not currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Complete To Seller's knowledge, none of the Seller Agreements contains terms unduly burdensome or harmful to Buyer, upon assignment to Buyer. True and correct complete copies of each of the Seller Agreements have heretofore been delivered to Buyer by SellersSeller.

Status of Contracts. (a) Except as set forth in SCHEDULE 5.21Schedule 5.18(A) or in any other Schedule hereto, each of the leases, contracts and other agreements Contracts listed in SCHEDULES 5.11Schedules 5.10(A), 5.145.10(B), 5.155.11(B), 5.18 5.12(C), 5.15(B) and 5.20 5.17 (collectively, the "“Seller Agreements"”) constitutes a valid and binding obligation of each Seller that is a party thereto Sellers and, to the Sellers' knowledge’ Knowledge, each the other party thereto parties thereto, and is in full force and effect subject to the express terms and conditions thereof, 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 hereofSchedule 5.3) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafterafter 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. Each Seller has Sellers have fulfilled and performed its their respective obligations under each of the Seller Agreements to which it is a partyAgreement, 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 partyunder, nor is there or is there alleged to be any basis for termination of, any of the Seller Agreements Agreement and no other party to any Seller Agreement has breached or defaulted thereunder; and, to the Sellers' knowledge, no other party to any of the Seller Agreements has breached or defaulted thereunder, and, to the Sellers' knowledge’ 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 a Seller or by any such other party. No Seller currently is currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Except as set forth on Schedule 5.18(A), no Affiliate of a Seller is party to or has any rights in any Seller Agreement and no Seller Agreement involves both the Business and other businesses or Affiliates of Seller. Complete and correct copies of each of the Seller Agreements have heretofore been delivered to Buyer by Sellers. (b) Except as set forth in Schedule 5.18(B), with respect to any Government Contract: (i) Sellers have not received a written cure notice, a written show cause notice or a written stop work notice, nor has any Seller been notified or, to Sellers’ Knowledge, threatened in writing with termination for default or convenience; and (ii) no Seller has been audited by any Governmental Body, is currently being audited by any Governmental Body and no such audit, to Sellers’ Knowledge, has been threatened by any Governmental Body.

Status of Contracts. Except as set forth in SCHEDULE 5.21on Schedule 5.18, 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") Agreement constitutes a valid and binding obligation of each Seller that is a party thereto and, to the Sellers' knowledge, each other party 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 provision of this Agreement, need not be disclosed. Except as set forth in SCHEDULE 5.3 on Schedule 5.1(C) and except for those Seller Agreements which by their terms will expire prior to the Closing Date or are otherwise to be terminated prior to the Closing Date in accordance with the provisions hereof) may be transferred to Buyer pursuant to this Agreement and , each of the Seller Agreements will continue in full force and effect thereafterafter the Closing, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder 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 partyAgreements, 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 partyunder, nor is there or is there alleged to be any basis for termination of, any of the Seller Agreements andAgreements, except where such breach could not reasonably be expected to the Sellers' knowledge, no have a Material Adverse Effect. No other party to any of the Seller Agreements has breached or defaulted thereunder, and, to the Sellers' knowledge, 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 such any Seller or by any such other party. No Seller is currently renegotiating There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any of amounts paid or payable to Sellers under current or completed contracts with any Person having the Seller Agreements contractual or paying liquidated damages statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation, where in lieu of performance thereunder. Complete and correct copies of each of any such case the Seller Agreements change in any such amount would have heretofore been delivered to Buyer by Sellersa Material Adverse Effect.

Status of Contracts. Except as set forth In respect of each agreement, commitment, arrangement or plan disclosed in SCHEDULE 5.21Section 2.9, each 2.10(b) or 2.11(f) of the leasesSeller Disclosure Letter (each, contracts a “Material Contract”), Seller represents and other agreements listed in SCHEDULES 5.11, 5.14, 5.15, 5.18 and 5.20 warrants as follows: (collectively, the "Seller Agreements"a) constitutes each Material Contract is a valid and binding obligation agreement of each Seller that is a party thereto and, the Company or its Subsidiary (subject to the Sellers' knowledgeeffects of applicable bankruptcy, clarification, insolvency, fraudulent conveyance, moratorium, sponsorship or other Laws relating to or affecting creditors’ rights generally and to general principles of equity, whether considered at law or in equity); (b) each other party thereto and Material Contract listed in Section 2.12(b) of the Seller Disclosure Letter is in full force and effect and (except effect, and, as set forth in SCHEDULE 5.3 and except for those Seller Agreements which by their terms will expire prior to of the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions date hereof) may be transferred to Buyer pursuant to this Agreement and will continue , each other Material Contract is in full force and effect thereaftereffect, and in each case without breaching none of the terms thereof or resulting in Company, its Subsidiary or, to the forfeiture or impairment Knowledge of any rights thereunder and without the consent, approval or act of, or the making of any filing withSeller, any other party. Each Seller has fulfilled and performed its respective obligations party thereto is in default or breach in any material respect under each of the Seller Agreements to which it (or is a party, and no Seller is in, or alleged to be inin default or breach in any material respect under) the terms thereof, breach assuming the receipt of any necessary third party consents in connection with the transactions contemplated hereby; (c) without limiting the foregoing clause (b), as of the date hereof, the Company and its Subsidiary have paid, and as of the Closing Date, the Company and the Subsidiary will have paid, all amounts required to be paid by them as of the date hereof and as of the Closing Date under or default under in respect of any of the Seller Q-Med Stock Purchase Agreement, the ROW Notes (as defined in the Q-Med Stock Purchase Agreement), the Q-Med License 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 Q-Med Supply Agreements; and, (d) to the Sellers' knowledgeKnowledge of Seller, no other assuming the receipt of any necessary third party to any of consents in connection with the Seller Agreements has breached or defaulted thereunder, and, to the Sellers' knowledgetransactions contemplated hereby, no event or circumstance has occurred and no condition or state of facts exists whichthat, with the passage notice or lapse of time or the giving of notice or both, would constitute such a an event of default or breach by under any Material Contract, result in a termination thereof or would cause or permit the acceleration of or other changes of or to any right or obligation or the loss of any benefit thereunder; except, in each case (clause (a), (b) (c) or (d) above), as would not reasonably be expected, individually or in the aggregate, to (1) be materially adverse to the Company and its Subsidiary, taken as a whole, or to the Development, Commercialization or Manufacturing of either Product or (2) materially and adversely effect Seller’s ability to consummate the transactions contemplated hereby. Seller has made available to Buyer (through access to Seller’s electronic data room) a copy of each Material Contract, including all amendments, waivers or modifications in respect thereof, and each such Seller or by any such other party. No Seller copy is currently renegotiating any a true, correct and complete copy of the Seller Agreements or paying liquidated damages in lieu of performance thereunderrelevant Material Contract. Complete and correct copies of each As of the Seller Agreements have heretofore been delivered date hereof, neither the Company nor the Company’s Subsidiary has provided or received any written notice of an intention to Buyer by Sellersterminate any Material Contract.

Status of Contracts. Except as set forth in SCHEDULE 5.21Schedule 4.15 or in any other Schedule hereto, 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") Station Agreements constitutes a valid and binding obligation of each the Seller that is a or Subsidiary party thereto and, to the SellersKnowledge of the Seller, the other parties thereto (subject to bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors' knowledge, each other party thereto rights generally) and is in full force and effect and (subject to bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors' rights generally) except as set forth in SCHEDULE 5.3 and except for those Seller Agreements which by their terms will expire prior where the failure of such Station Agreement to the Closing Date be binding 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 would not individually or resulting in the forfeiture or impairment of any rights thereunder aggregate have a Material Adverse Effect. The Seller and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller has each Subsidiary have fulfilled and performed its in all material respects their respective obligations under each of the Seller Station Agreements to which it is they are parties except where the failure to fulfill or perform such obligations would not individually or in the aggregate have a partyMaterial Adverse Effect, and no neither the Seller nor any Subsidiary 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 Station Agreements and, except for such breaches or defaults as would not individually or in the aggregate have a Material Adverse Effect, to the Sellers' knowledgeKnowledge of the Seller, no other party to any of the Seller Station Agreements has breached or defaulted thereunder, and, to the Sellers' knowledge, 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 such 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. No Seller is currently renegotiating any There are no oral contracts material to the operation of the Seller Agreements Business or paying liquidated damages in lieu of performance thereunderthe Station. Complete and correct copies Copies of each of the Seller 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 the Optionee by Sellersthe Seller.

Status of Contracts. Except as set forth on Schedule 5.21 or in SCHEDULE 5.21any other Schedule hereto, each of the leases, contracts contracts, licenses and other agreements listed in SCHEDULES on Schedules 5.11, 5.14, 5.15, 5.18 5.15 and 5.20 (collectively, the "Seller Sellers' Agreements") constitutes a valid and binding obligation of each Seller that is a party thereto and, to the Sellers' knowledge, each other party parties thereto and is in full force and effect and (except as set forth in SCHEDULE on Schedule 5.3 and except for those Seller Sellers' 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 Cinram 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 Quixote and DMI have fulfilled and performed its their respective obligations under each of the Seller Agreements to which it is a partySellers' Agreements, and no Seller is Quixote and DMI are not in, or alleged to be in, breach or default under any of the Seller Agreements to which such Seller is a partyunder, nor is there any basis or is there alleged to be any basis for the termination of, any of the Seller Agreements and, to the Sellers' knowledge, Agreements; and no other party to any of the Seller Sellers' Agreements has breached or defaulted thereunder, and, to the Sellers' knowledge, and no event has occurred and no condition or state of facts exists which, with the passage after notice or lapse of time or the giving of notice or both, would constitute such a default or breach by such Seller Quixote, DMI or by any such other party. No Seller Neither Quixote nor DMI is currently renegotiating any of the Seller Sellers' Agreements or paying liquidated damages in lieu of performance thereunder. None of the Sellers' Agreements contains terms unduly burdensome to the Business or is harmful to the Business. Complete and correct copies of each of the Seller Sellers' Agreements have heretofore been delivered to Buyer Parent by SellersQuixote or DMI.

Status of Contracts. Except as set forth in SCHEDULE 5.215.16 or in any other Schedule hereto, each of the leases, contracts and other agreements listed in SCHEDULES 5.11, 5.14, 5.15, 5.18 and 5.20 SCHEDULE 5.15 (collectively, the "Seller AgreementsSELLER AGREEMENTS") constitutes a valid and binding obligation of each Seller that is a party thereto and, to the Sellers' knowledge, each other party parties thereto and is in full force and effect and (except as set forth in SCHEDULE 5.3 SCHEDULES 5.4(A) AND 5.4 (B), 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 partyAgreements, and no Seller is not in, or or, to the actual knowledge of Seller, alleged to be in, breach or default under any of the Seller Agreements to which such Seller is a partyunder, nor (except as set forth in SCHEDULE 5.16) is there or or, to the actual knowledge of Seller, is there alleged to be any basis for termination of, any of the Seller Agreements and, to the Sellers' knowledge, and no other party to any of the Seller Agreements has breached or defaulted thereunder, and, to the Sellers' knowledge, 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 such Seller or by any such other party. No Seller is not 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 made available to Buyer by SellersSeller.

Status of Contracts. Except as set forth in SCHEDULE 5.21on Schedule 4.30, to the Knowledge of Seller, each of the leasesContracts listed on Schedules 2.1(g), contracts 4.14(a) and other agreements listed in SCHEDULES 5.11, 5.14, 5.15, 5.18 and 5.20 4.27(b) (collectively, the "Seller Agreements") constitutes a valid legal, valid, binding and binding enforceable obligation of each Seller that is a party thereto and, to the Sellers' knowledge, each other party parties thereto and is in full force and effect and (except as set forth in SCHEDULE 5.3 the transactions contemplated herein shall not have an Adverse Effect on the Seller Ancillary Agreements 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 they shall continue in full force and effect thereafterimmediately after the Closing with Buyer as a party thereto instead of Seller, 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 partyAgreements, and no Seller is not in, or or, to the Knowledge of Seller, alleged to be in, breach or default under any of the Seller Agreements to which such Seller is a partyunder, 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 Sellers' knowledgeKnowledge of Seller, no other party to any of the Seller Agreements has breached or defaulted thereunder, and, and to the Sellers' knowledge, Knowledge of Seller 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 or, to the Knowledge of Seller, by any such other party. No Seller is not currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Complete None of the Seller Agreements contains terms unduly burdensome or harmful to Buyer, upon assignment to Buyer. True and correct complete copies of each of the Seller Agreements have heretofore been delivered to Buyer by SellersSeller.

Status of Contracts. Except as set forth in SCHEDULE 5.21, each Each of the leasesContracts is valid, contracts binding and other agreements listed enforceable by the applicable Seller Entity 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 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 (except as set forth in SCHEDULE 5.3 and except for those whether with or without notice, lapse of time or both) would constitute a default of any Seller Agreements Entity under any Contract. There is no pending or threatened proceeding that would interfere with the quiet enjoyment of any leasehold of which by their terms will expire any Seller Entity is lessee or sublessee. All other parties to the Contracts have consented or, prior to the Closing Date or are otherwise terminated prior Closing, will have consented (where such consent is necessary) to the Closing Date in accordance with consummation of the provisions hereof) may be transferred to Buyer pursuant to transactions contemplated by this Agreement and will continue in full force and effect thereafterwithout requiring modification of the applicable Seller Entity's rights or obligations under any Contract. Except as would not reasonably be expected to have a Material Adverse Effect on any Seller Entity, in each case without breaching neither the terms thereof or resulting in Company, the forfeiture or impairment Partnership, the LLC nor Seller is aware of any rights thereunder and without the consent, approval or act of, or the making of default by 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 Contract or of the Seller Agreements has breached any event that (whether with or defaulted thereunderwithout notice, lapse of time or both) would constitute a default by any other party with respect to obligations of that party under any Contract, and, to the Sellers' knowledgeknowledge of the Company, the Partnership, the LLC and Seller, there are 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 indicating that any of the Contracts may be totally or partially terminated or suspended by the other parties. The Seller Agreements Entities are not party to, nor bound by, any contract or paying liquidated damages agreement that (i) except as would not reasonably be expected to have a Material Adverse Effect on any Seller Entity, the Company, the Partnership, the LLC or Seller can reasonably foresee will result in lieu of any loss to a Seller Entity upon the performance thereunder. Complete and correct copies of each of thereof (including any liability for penalties or damages, whether liquidated, direct, indirect, incidental or consequential) or (ii) is not terminable by the applicable Seller Agreements have heretofore been delivered to Buyer by SellersEntity on sixty (60) or fewer days' notice at any time, without penalty.

Status of Contracts. Except as set forth in SCHEDULE 5.21, each Each of the leases, contracts and other ------------------- agreements assigned to and assumed by Buyer as part of the Purchased Assets under Sections 2.1 and 2.3 and listed in SCHEDULES 5.11, 5.14, 5.15, 5.18 and 5.20 on Schedule 2.3(c) (collectively, the ------------ --- --------------- "Seller Assigned Agreements") constitutes a valid and binding obligation of each Seller that is a party thereto and, to the Sellers' knowledge, each other party parties ------------------- 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 thereafterthereafter in accordance with the terms and conditions thereof, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and (a) without the consent, approval or act of, or the making of any filing with, any other partyparty and (b) without breaching the terms thereof, giving any party thereto the right to accelerate the terms thereof or to terminate such Assigned Agreement, or resulting in the forfeiture or impairment of any rights thereunder. Each Seller has fulfilled and performed performed, in all material respects, its respective obligations under each of the Seller Assigned Agreements to which it is a partylisted on Schedule 2.3(c), and no Seller is not in, or --------------- alleged to be in, material 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 ofunder, any of the Seller Assigned Agreements and, to the Sellers' Seller's knowledge, no other party to any of the Seller Assigned Agreements listed on Schedule 2.3(c) has breached or defaulted thereunder, and, to the Sellers' knowledge, 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 such Seller or by any such other party. No Seller is not currently renegotiating any of the Seller Assigned Agreements listed on Schedule 2.3(c) or paying --------------- liquidated damages in lieu of performance thereunderthereunder other than in accordance with the terms and conditions thereof. Complete and correct copies of each of the Seller Assigned Agreements listed on Schedule 2.3(c) have heretofore been delivered --------------- to Buyer by SellersSeller Group.

Status of Contracts. Except as set forth in SCHEDULE 5.21Schedule 3.18 or in any other Schedule hereto, each of the leases, contracts and other agreements listed in SCHEDULES 5.11Schedules 3.10(b), 5.143.11 and 3.17 applicable to the Stations (provided, 5.15in the case of Schedule 3.17, 5.18 such contract or other agreement is designated therein as an “Assumed Contract”, but excluding the contracts and 5.20 other agreements designated in Schedule 3.17 as a “Contract Not Assumed,”) (collectively, the "Seller “Station Agreements"”) constitutes a valid and binding obligation of each Seller that is a party thereto and, to the Sellers' knowledgeKnowledge of Seller, each 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 5.3 Schedule 3.3 and except for those Seller Station Agreements which by their terms will expire prior to the Closing Date or are will be otherwise terminated prior to the Closing Date in accordance with the provisions hereofhereof or at the direction of Buyer) may be transferred to Buyer pursuant to this Agreement and will continue be in full force and effect thereafterat the time of such transfer, 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 partyPerson. Each Seller Except as has fulfilled not, individually or in the aggregate, had and performed its respective obligations under each of the Seller Agreements would not reasonably be expected to which it is have a partyMaterial Adverse Effect, and no (i) Seller is innot in breach of, 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 ofunder, any of the Seller Agreements Station Agreement and, to the Sellers' knowledgeKnowledge of Seller, no other party to any of the Seller Agreements has breached Station Agreement is in breach of, or defaulted thereunderdefault under, andany Station Agreement, and (ii) to the Sellers' knowledgeKnowledge of Seller, no event has occurred and no condition which would result in a breach of, or state of facts exists whichdefault under, any Station Agreement (in each case, with the passage or without notice or lapse 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 Station Agreements, together with all amendments thereto, have heretofore been delivered or made available to Buyer by SellersSeller.

Status of Contracts. Except as set forth in SCHEDULE Schedule 5.21, each of the leases, contracts and other agreements listed in SCHEDULES 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 the parties thereto and, to the Knowledge of 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 hereofSchedule 5.3) 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 in all material respects its respective obligations under each of the Seller Agreements to which it is a partyAgreements, and no Seller is in, or alleged by any other party thereto to be in, breach or default under in any of the Seller Agreements to which such Seller is a partymaterial respect 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 Sellers' knowledge, no other party to any of the Seller Agreements has breached or defaulted thereunderthereunder in any material respect, and, to the Knowledge of 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 Sellers 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 or made available to Buyer. Sellers have provided Buyer and CNU with true, correct and complete copies of all written reports, audits and compliance investigations conducted by or on behalf of any party to any Seller Agreement regarding Sellers’ compliance with the requirements of such Seller Agreement or applicable Requirements of Law.

Status of Contracts. Except as Schedule 2.18 is a true and complete list of every Contract and agreement to which Seller is a party, or by which it is bound, obligating Seller to make annual expenditures in excess of $50,000.00 or, if less, are otherwise material to the Business, individually or in the aggregate, including, without limitation, all agreements relating to the borrowing of money (unless otherwise set forth on the Financial Statements), employment and collective bargaining, the purchase of materials, supplies, equipment, machinery, parts, products or services (other than purchase orders in SCHEDULE 5.21, each the ordinary course of the leases, business) enabling a third party to distribute Seller's products whether or not such contracts and other agreements listed in SCHEDULES 5.11include items besides the Contracts (said contracts, 5.14agreements, 5.15, 5.18 and 5.20 (collectively, etc. are hereinafter referred to as the "Seller Agreements") ). Each of the Seller Agreements constitutes a legal, valid and binding obligation of each the Seller that is a party thereto and, to the Sellers' Seller's knowledge, each the other party thereto thereto, subject to the Enforceability Exception, 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) 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 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 not in, or alleged to be in, breach or default under any of the Seller Agreements to which such Seller is a partyunder, nor is there or is there alleged to be any basis for termination of, any of the Seller Agreements and, to the Sellers' knowledgeknowledge of Seller, no other party to any of the Seller Agreements has breached or defaulted thereunder, and, to the Sellers' knowledge, 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 such Seller or or, to the of the knowledge of Seller, by any such other party. No Seller is not currently renegotiating any of the Seller Agreements or and is not paying liquidated damages in lieu of the performance thereunder. Complete Seller will use its reasonable efforts to deliver true and correct complete copies of each of the Seller Agreements have heretofore been delivered to Buyer and will deliver each of the Seller Agreements specifically requested by SellersBuyer.

Status of Contracts. Except as set forth in SCHEDULE 5.21Schedule 3.18 or in any other Schedule hereto, each of the leases, contracts and other agreements listed in SCHEDULES 5.11Schedules 3.10(b), 5.143.11 and 3.17 applicable to the Station (provided, 5.15in the case of Schedule 3.17, 5.18 such contract or other agreement is designated therein as an “Assumed Contract”, but excluding the contracts and 5.20 other agreements designated in Schedule 3.17 as a “Contract Not Assumed,”) (collectively, the "Seller “Station Agreements"”) constitutes a valid and binding obligation of each Seller that is a party thereto and, to the Sellers' knowledgeKnowledge of Seller, each 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 5.3 Schedule 3.3 and except for those Seller Station Agreements which by their terms will expire prior to the Closing Date or are will be otherwise terminated prior to the Closing Date in accordance with the provisions hereofhereof or at the direction of Buyer) may be transferred to Buyer pursuant to this Agreement and will continue be in full force and effect thereafterat the time of such transfer, 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 partyPerson. Each Seller Except as has fulfilled not, individually or in the aggregate, had and performed its respective obligations under each of the Seller Agreements would not reasonably be expected to which it is have a partyMaterial Adverse Effect, and no (i) Seller is innot in breach of, 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 ofunder, any of the Seller Agreements Station Agreement and, to the Sellers' knowledgeKnowledge of Seller, no other party to any of the Seller Agreements has breached Station Agreement is in breach of, or defaulted thereunderdefault under, andany Station Agreement, and (ii) to the Sellers' knowledgeKnowledge of Seller, no event has occurred and no condition which would result in a breach of, or state of facts exists whichdefault under, any Station Agreement (in each case, with the passage or without notice or lapse 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 Station Agreements, together with all amendments thereto, have heretofore been delivered or made available to Buyer by SellersSeller.

Status of Contracts. Except as set forth in SCHEDULE 5.21, each (a) Each of the leases, contracts and other agreements listed in SCHEDULES 5.11Schedules 3.10(a), 5.143.12 and 3.17(a), 5.15but excluding contracts and other agreements that are designated as Excluded Assets in Section 2.2 or Schedule 2.2 (the “Station Agreements”), 5.18 and 5.20 (collectively, the "Seller Agreements") constitutes a valid and binding obligation of each Seller that is a either or both of the Xxxxxx Entities party thereto and, to the Sellers' knowledgeKnowledge of the Xxxxxx Entities, each the other party parties thereto and (subject to bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally), is in full force and effect (subject to expiration or termination in accordance with its terms), and (except as set forth in SCHEDULE 5.3 Schedule 3.2(c) and except for those Seller Station Agreements which by their terms will expire prior to the Closing Date or are will be otherwise terminated prior to the Closing Date in accordance with the provisions hereofhereof or at the direction of Buyer) may be transferred to the Buyer pursuant to this Agreement on terms and conditions no less favorable in any material respect than those contained in the relevant Station Agreement on the date hereof (as the Station Agreement may be modified prior to the Closing in accordance with the provisions of this Agreement or the TBA), and which will not, by reason of assignment to Buyer, increase the obligations or liabilities of Buyer under such agreement in any material respect, and will continue be in full force and effect thereafterat the time of such transfer (subject to expiration or termination in accordance with its terms), 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. . (b) Each Seller Xxxxxx Entity has fulfilled and performed in all material respects its respective obligations under each of the Seller Station Agreements to which it is a party, and no Seller neither Xxxxxx Entity is in, or alleged to be in, breach or default under any of the Seller Station Agreements to which such Seller is a party, nor is there or is there alleged to be in any basis for termination of, any of the Seller Agreements material respect and, to the Sellers' knowledgeKnowledge of the Xxxxxx Entities, no other party to any of the Seller Station Agreements has breached committed a breach or defaulted thereunderdefault thereunder in any material respect that remains uncured, and, to the Sellers' knowledge, 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 in any material respect by such Seller or either Xxxxxx Entity or, to the Knowledge of the Xxxxxx Entities, by any such other party. No Seller is currently renegotiating any of The Xxxxxx Entities have delivered or made available to the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Complete Buyer complete and correct copies of each of the Seller written Station Agreements, together with all amendments thereto, or true and complete memoranda describing the material terms of all oral Station Agreements, and all liabilities and obligations under such Station Agreements have heretofore been delivered can be ascertained from such copies or memoranda. There are no oral contracts material to Buyer the operation of the Business, or the Stations. Except as otherwise disclosed on Schedule 2.2 and Schedule 3.26 and except as permitted by SellersSection 5.16, the Station Agreements as amended through the date of this Agreement will not be modified or renewed without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed, except the Xxxxxx Entities shall be permitted to renew any Station Agreement that pursuant to its terms renews automatically on a month-to-month basis.

Status of Contracts. Except as set forth in SCHEDULE 5.21Schedule 3.12 or in any other Schedule hereto, each of the leasescontracts, contracts and leases or other agreements listed in SCHEDULES 5.11, 5.14, 5.15, 5.18 and 5.20 (collectively, the "Seller Agreements") set forth on Schedule 3.12 constitutes a valid and binding obligation of each Seller that is a the Debtor or any of its Subsidiaries party thereto and, to the SellersKnowledge of the Debtor, the other parties thereto (subject to bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors' knowledge, each other party thereto rights generally) and is in full force and effect and (subject to bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors' rights generally) except as set forth in SCHEDULE 5.3 and except for those Seller Agreements which by their terms will expire prior where the failure of such contracts, leases or other agreements to the Closing Date be binding 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 would not individually or resulting in the forfeiture aggregate have a Material Adverse Effect. The Debtor or impairment Subsidiary of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Debtor party thereto has fulfilled and performed in all material respects its respective obligations under each of the Seller Agreements such contracts, leases or other agreements to which it is a partyparty except where the failure to fulfill or perform such obligations would not individually or in the aggregate have a Material Adverse Effect, and no Seller is not in, or alleged to be in, breach or default under any of such contract, lease or other agreement and except for such breaches or defaults as would not individually or in the Seller Agreements to which such Seller is aggregate have a party, nor is there or is there alleged to be any basis for termination of, any of the Seller Agreements andMaterial Adverse Effect, to the Sellers' knowledgeKnowledge of the Debtor, no other party to any of the Seller Agreements such contracts, leases or other agreements has breached or defaulted thereunder, and, to the Sellers' knowledge, 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 Debtor or Subsidiary of the Debtor party thereto except for such Seller breaches or defaults as would not individually or in the aggregate have a Material Adverse Effect or, to the Knowledge of the Debtor, by any such other party. No Seller is currently renegotiating any There are no oral contracts material to the operation of the Seller Agreements or paying liquidated damages in lieu of performance thereunderKAZA-TV. Complete and correct copies Copies of each of the Seller Agreements 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 AIC by Sellersthe Debtor.

Status of Contracts. Except as set forth in SCHEDULE 5.21Schedule 3.19 or in any other Schedule hereto, 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") Station ------------------- ------------- Agreement constitutes a valid and binding obligation of each Seller that is a party thereto an Emmis Entity and, to the Sellers' knowledgeKnowledge of the Emmis Entities, each 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 5.3 Schedule 3.3(c) and except for those Seller Station Agreements which by their terms will expire prior to the --------------- Closing Date or are will be otherwise terminated prior to the Closing Date in accordance with the provisions hereofhereof or at the direction of Buyer) may be transferred to the Buyer pursuant to this Agreement and will continue be in full force and effect thereafterat the time of such transfer, 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 Emmis Entity has fulfilled and performed in all material respects its respective obligations under each of the Seller Station Agreements to which it is a party, and no Seller neither Emmis Entity 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 Station Agreements and, to the Sellers' knowledgeKnowledge of the Emmis Entities, no other party to any of the Seller Station Agreements has breached or defaulted thereunder, and, to the Sellers' knowledge, 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 such Seller or an Emmis Entity or, to the Knowledge of the Emmis Entities, 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 Station Agreements, together with all amendments thereto, have heretofore been delivered or made available to the Buyer by Sellersthe Emmis Entities.

Status of Contracts. Except as set forth in SCHEDULE 5.21Schedule 4.19 or in any other Schedule hereto, each of the leases, contracts and other agreements listed in SCHEDULES 5.11Schedules 4.10(c), 5.144.12, 5.154.13(a) and 4.18 (provided, 5.18 in the case of Schedule 4.18, such contract or other agreement is designated therein as an “Assumed Contract”), but excluding the contracts and 5.20 other agreements designated in Schedule 4.18 as a “Contract Not Assumed,” (collectively, the "Seller “Station Agreements"”) constitutes a valid and binding obligation of each Seller that is a party thereto Tribune Denver and, to the Sellers' knowledgeKnowledge of Tribune Denver, each 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 5.3 Schedule 4.3 and except for those Seller Station Agreements which by their terms will expire prior to the Closing Date or are will be otherwise terminated prior to the Closing Date in accordance with the provisions hereofhereof or at the direction of Optionee) may be transferred to Buyer the Optionee on terms and conditions no less favorable than those in effect on the date hereof pursuant to this Agreement and will continue be in full force and effect thereafterat the time of such transfer, 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 Tribune Denver has fulfilled and performed in all material respects its respective obligations under each of the Seller Station Agreements to which it is a party, and no Seller Tribune Denver is not 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 Station Agreements and, to the Sellers' knowledgeKnowledge of Tribune Denver, no other party to any of the Seller Station Agreements has breached or defaulted thereunder, and, to the Sellers' knowledge, 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 such Seller or Tribune Denver or, to the Knowledge of Tribune Denver, by any such other party. No Seller is currently renegotiating any There are no oral contracts material to the operation of the Seller Agreements Business or paying liquidated damages in lieu of performance thereunderthe Stations. Complete and correct copies of each of the Seller Agreements Station Agreements, together with all amendments thereto, have heretofore been delivered or made available to Buyer the Optionee by SellersTribune Denver. Except as otherwise disclosed on Schedule 4.19, the Station Agreements as amended through the date of this Agreement will not be modified or renewed without Optionee’s written consent, which consent shall not be unreasonably withheld.