Common use of Transferred Contracts and Assumed Leases Clause in Contracts

Transferred Contracts and Assumed Leases. (a) Schedule 2.6(a) sets forth, to the Knowledge of Seller, a complete list, as of the date hereof, of (i) all executory Contracts, and (ii) unexpired Leases to which any Seller is a party. (b) Other than as a result of (i) rejection by the Sellers in the Bankruptcy Cases, (ii) the automatic stay under the Bankruptcy Code or (iii) any consequence of any of the foregoing, and except as set forth in Section 3.5 of the Disclosure Schedule, (A) there does not exist under any Contract or Lease required to be set forth on Schedule 2.6(a) any material breach, material violation or material default on the part of a Seller or, to the Knowledge of Sellers, any other party to such Contract or Lease, (B) there does not exist any event, including the consummation of the transactions contemplated in this Agreement or any Related Agreement, that would (with or without notice, passage of time, or both) constitute a breach, violation or default thereunder on the part of a Seller, which breach, violation or default has, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (C) to the Knowledge of Sellers, the Sellers have not received any notice of any default, notice of termination or intent to terminate, or notice regarding payment delinquency, and (D) to the Knowledge of Sellers, there has not been an event that with notice or lapse of time or both would constitute a default by Sellers under any Contract or Lease required to be set forth on Schedule 2.6(a), except for defaults that would not be reasonably likely to be material to the E-Commerce Business.

Transferred Contracts and Assumed Leases. (a) Schedule 2.6(a2.8(a) sets forth, to the Knowledge of Seller, forth a complete list, as of the date hereofof its delivery to Buyer in accordance with Section 2.8(a), of all (i) all executory Contracts, and (ii) unexpired Leases to which any Seller or Subsidiary thereof (other than the JVs) is a party. (b) True and complete copies of all Contracts and Leases required to be set forth on Schedule 2.8(a) (including all modifications, amendments, supplements and waivers thereto) have been made available to Buyer (other than off-the-shelf, commercially available software costing or having an annual fee of less than $100,000). (c) Other than as a result of (i) rejection by the Sellers in the Bankruptcy Cases, (ii) the automatic stay under the Bankruptcy Code, (iii) the suspension of obligations pursuant to Section 365(d)(3) of the Bankruptcy Code or (iiiiv) any consequence of any of the foregoing, and except as set forth in Section 3.5 of the Disclosure Schedule, (A) there does not exist under any Contract or Lease (including, for the avoidance of doubt, any Intellectual Property License) required to be set forth on Schedule 2.6(a2.8(a) any material breach, material violation or material default on the part of a Seller or any of its Affiliates, or, to the Knowledge of Sellers, any other party to such Contract Contract, that would, individually or Leasein the aggregate, reasonably be expected to be material to the Business, taken as a whole, (B) there does not exist any event, including the consummation of the transactions contemplated in this Agreement or any Related Agreement, that would (with or without notice, passage of time, or both) constitute a breach, violation or default thereunder on the part of a SellerSeller or result in the acceleration of any obligation under such Contract, which breach, violation violation, acceleration or default hasis, or would reasonably be expected to havewould, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a Material Adverse Effectwhole, and (C) to the Knowledge of Sellers, the Sellers and their respective Subsidiaries have not received any written notice of any default, notice of termination or intent to terminate, or notice regarding payment delinquencydelinquency in respect of any such Contract that would, and (D) to individually or in the Knowledge of Sellersaggregate, there has not been an event that with notice or lapse of time or both would constitute a default by Sellers under any Contract or Lease required to reasonably be set forth on Schedule 2.6(a), except for defaults that would not be reasonably likely expected to be material to the E-Commerce Business, taken as a whole.

Transferred Contracts and Assumed Leases. (a) Schedule 2.6(a) sets forth, to the Knowledge of Seller, a complete list, as of the date hereof, of (i) all executory Contracts, and (ii) unexpired Leases to which any Seller is a party. (b) Other than as a result of (i) rejection by the Sellers in the Bankruptcy CasesCase (but subject to Section 5.2(b) hereof), (ii) the automatic stay under the Bankruptcy Code or (iii) any consequence of any of the foregoing, and except as set forth in Section 3.5 of the Disclosure Schedule, (A) there does not exist under any Contract or Lease required to be set forth on Schedule 2.6(a) any material breach, material violation or material default on the part of a Seller or, to the Knowledge of Sellers, any other party to such Contract or Lease, (B) there does not exist any event, including the consummation of the transactions contemplated in this Agreement or any Related Agreement, that would (with or without notice, passage of time, or both) constitute a breach, violation or default thereunder on the part of a Seller, which breach, violation or default has, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (C) to the Knowledge of Sellers, the Sellers have not received any notice of any default, notice of termination or intent to terminate, or notice regarding payment delinquency, which remains uncured as of the date hereof, and (D) to the Knowledge of Sellers, there has not been an event that with notice or lapse of time or both would constitute a default by Sellers under any Contract or Lease required to be set forth on Schedule 2.6(a), except for defaults that would not be reasonably likely to be material to the E-Commerce Business.