Common use of Status of Contracts Clause in Contracts

Status of Contracts. Except as set forth in Schedule 2.23, each of the leases, contracts and other agreements listed in Schedules 2.12, 2.16(b), 2.16(c), 2.16(h), 2.16(k), 2.16(l), 2.16(m), 2.19, 2.20 and 2.22 (collectively, the “Company Agreements”) constitutes a valid and binding obligation of the Company and, to the Knowledge of the Company, the other parties thereto, and is in full force and effect and will continue in full force and effect after the Closing, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. The Company has fulfilled and performed in all material respects its obligations under each of the Company Agreements, and the Company is not in, or alleged to be in, breach or default under, nor, to the Knowledge of the Company, is there or, to the Knowledge of the Company, is there alleged to be any basis for termination of, any of the Company Agreements and, to the Knowledge of the Company, no other party to any of the Company Agreements has breached or defaulted thereunder, and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by the Company, to the Knowledge of the Company, by any such other party. Complete and correct copies of each of the Company Agreements have heretofore been delivered by the Company to Buyer.

Status of Contracts. Except as set forth in Schedule 2.23, each Each of the leases, contracts contracts, licenses and other agreements required to be listed in on Schedules 2.125.9, 2.16(b5.10, 5.11(c), 2.16(c), 2.16(h), 2.16(k), 2.16(l), 2.16(m), 2.19, 2.20 and 2.22 5.14 or 5.17(a) (collectively, the “Company Agreements”) constitutes a valid and binding obligation of the Company and, to the Knowledge of the Company, the other parties thereto, thereto and is in full force and effect and will continue in full force and effect immediately after the Closing, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other partyPerson. The Company has fulfilled and performed not breached, in all any material respects respect, any of its obligations under each of the Company Agreements, and the Company is not in, or or, to the Knowledge of the Executives, alleged to be in, breach or default under, nor, to the Knowledge of the Company, nor is there or, to the Knowledge of the CompanyExecutives, is there alleged to be any basis for termination of, any of the Company Agreements Agreements, and, to the Knowledge of the CompanyExecutives, no other party to any of the Company Agreements has breached or defaulted thereunder, and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by the CompanyCompany or, to the Knowledge of the CompanyExecutives, by any other such other party. The Company is not currently renegotiating any of the Company Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Company Agreements have heretofore been delivered by the Company to BuyerParent.

Status of Contracts. Except as set forth in Schedule 2.235.17, each of the leasesParticipation Contracts, contracts Servicing Contracts and other agreements the Contracts listed in Schedules 2.12, 2.16(b5.10(H), 2.16(c5.10(I), 2.16(h5.11(A), 2.16(k5.12(C), 2.16(l5.14(B), 2.16(m)5.16, 2.19, 2.20 5.24(B) and 2.22 5.27(A) (collectively, the “Company Agreements”) constitutes a valid and binding obligation of the of the Company or the Subsidiary, as applicable, and, to the Knowledge Seller’s Knowledge, of the Company, the other party or parties thereto, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights, or by general equity principles. Each of the Company Agreements is in full force and effect effect. Each of the Company and will continue in full force and effect after the Closing, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. The Company Subsidiary has fulfilled and performed in all material respects its obligations under each of the Company Agreements, and the Company and the Subsidiary each is not in, or alleged to be in, breach or default under, nor, to the Knowledge of the Company, nor is there or, to the Knowledge of the Company, or is there alleged to be any basis for termination of, any of the Company Agreements and, to the Knowledge of the Company, and no other party to any of the Company Agreements has breached or defaulted thereunder, and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by the Company, to the Knowledge of the Company, Subsidiary or by any such other party. Neither the Company nor the Subsidiary is currently renegotiating any of the Company Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Company Agreements have heretofore been delivered made available to Buyer by the Company to BuyerSeller.

Status of Contracts. Except as set forth in Schedule 2.23, each Each of the leases, contracts contracts, licenses and other agreements required to be listed in on Schedules 2.125.9, 2.16(b5.10, 5.11(c), 2.16(c), 2.16(h), 2.16(k), 2.16(l), 2.16(m), 2.19, 2.20 and 2.22 5.14 or 5.17(a) (collectively, the “Company Agreements”) constitutes a valid and binding obligation of the Company and, to the Knowledge of the Company, the other parties thereto, thereto and is in full force and effect and will continue in full force and effect immediately after the Closing, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other partyPerson. The Company has fulfilled and performed not breached, in all any material respects respect, any of its obligations under each of the Company Agreements, and the Company is not in, or or, to the Knowledge of the Executives, alleged to be in, breach or default under, nor, to the Knowledge of the Company, nor is there or, to the Knowledge of the CompanyExecutives, is there alleged to be any basis for termination of, any of the Company Agreements Agreements, and, to the Knowledge of the CompanyExecutives, no other party to any of the Company Agreements has breached or defaulted thereunder, and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by the CompanyCompany or, to the Knowledge of the CompanyExecutives, by any other such other party. The Company is not currently renegotiating any of the Company Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Company Agreements have heretofore been delivered by the Company to Buyer.

Status of Contracts. Except as set forth in Schedule 2.235.21 or in any other Schedule hereto, and assuming the due authorization, execution and delivery thereof by each other party thereto, each of the leases, contracts and other agreements listed in Schedules 2.125.11, 2.16(b)5.14, 2.16(c)5.15, 2.16(h), 2.16(k), 2.16(l), 2.16(m), 2.19, 2.20 5.18 and 2.22 5.20 (collectively, the “"Company Agreements”") constitutes a valid and binding obligation of the Company andCompany, and to the Knowledge of the Company's knowledge, the each other parties party thereto, and is in full force and effect and will continue in full force and effect after the Closing, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other partyeffect. The Company has fulfilled and performed in all material respects its obligations under each of the Company AgreementsAgreements in accordance with the terms thereof, and the Company is not in, or alleged to be in, breach or default in any material respect under, nor, to the Knowledge of the Company, nor is there or, to the Knowledge of the Company, or is there alleged to be any valid basis for termination of, any of the Company Agreements and, to the Knowledge of the Company's knowledge, no other party to any of the Company Agreements Agree- ments has breached or defaulted thereunderthereunder in any material respect, and and, to the Company's 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 the CompanyCompany or, to the Knowledge of the Company's knowledge, by any such other party. The Company is not currently renegotiating any of the Company Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the written Company Agreements have heretofore been delivered by the Company made available to BuyerParent.