Common use of Transferred Contracts Clause in Contracts

Transferred Contracts. (a) Schedule 2.1(a)(i) sets forth as of the date hereof the Transferred Contracts (including all modifications, amendments and supplements thereto and waivers thereunder) of the Seller or its Subsidiaries. (b) Section 3.10(b) of the Disclosure Schedule describes any third-party supplier and vendor arrangements of the Seller used to service any of the Purchased Assets and Assumed Liabilities. (c) Each Transferred Contract is valid, binding and enforceable against the Seller or its Subsidiaries, as applicable, and, to the Seller’s Knowledge, the counterparties thereto in accordance with its terms, and is in full force and effect. Except as set forth on Section 3.10(c) of the Disclosure Schedule, the Seller or its Subsidiaries, as applicable, has performed in all material 19 respects all material obligations required to be performed by it under, is not in material default, breach or violation of, or received notice or demand alleging that it has breached, any Transferred Contract to which it is a party and, as of the date hereof, to the Seller’s Knowledge, no counterparty thereto is in material default, breach or violation of any Transferred Contract. To the Seller’s Knowledge, no event has occurred which, with notice, or lapse of time, or both, would constitute a material default, breach or violation thereof by the Seller or any other party thereto or would permit termination, acceleration or modification thereof (including any events that would result in any requests or demands to reduce the scope of services thereunder), by any party thereto or would result in the demand for or payment of liquidated damages by the Seller under any Transferred Contract. To the Seller’s Knowledge, since January 1, 2019, there have been no significant delays caused by Seller in reaching milestones or meeting deadlines under any Transferred Contract and there are no conditions (including any vendor delays or breach or change in Laws) that would prevent the Seller from delivering the services under such Transferred Contracts by the time that such services are required to be delivered by the terms of such Transferred Contracts or as mutually agreed with customer, or that would render performance of such Transferred Contract impossible. Since April 1, 2019, the Seller has satisfied all L1 and L2 service-level commitments to customers required under the terms of the Transferred Contracts entered into prior to April 1, 2019 listed in Schedule 2.1(a)(i). (d) There are no Contracts with down-stream channel partners, sales agents, or sub-contractors that are used by the Seller to source the Transferred Contracts or perform its obligations under the Transferred Contracts. (e) Each statement of work representing a Transferred Contract as of the date hereof is consistent as to scope and terms in all material respects with the corresponding statement of work (if any) that the Seller has placed with the Purchaser with respect to such Transferred Contract statement of work. (f) Except to the extent that any consents set forth on Section 3.2(c) of the Disclosure Schedule are not obtained, and except for Contracts which are terminable at will or for convenience, each Transferred Contract (i) is freely and fully assignable to the Purchaser without penalty and (ii) upon consummation of the transactions contemplated by this Agreement and the Ancillary Documents (including the assignment of the Transferred Contracts to the Purchaser) shall remain valid and binding and shall continue in full force and effect without penalty. (g) Subject to Section 5.8 and Section 5.9, the Seller has made available to Purchaser true, correct and complete copies of all Transferred Contracts (including all amendments, supplements and other modifications thereto) as in effect on the date of this Agreement.

Transferred Contracts. (a) Schedule 2.1(a)(i) 1.67 sets forth a correct, current, and complete list of all material contracts between NRx or its Affiliates and Third Parties that are exclusively related to the Product. NRx has made available to Relief unredacted copies of all such contracts where doing so would not be in violation of such contract or other obligation owed to the Third Party. Schedule 1.67 lists which contracts are Transferred Contracts. All material contracts exclusively related to the Product that are not designated as Transferred Contracts on Schedule 1.67 shall be cancelled by NRx. Copies of all material contracts related to the Product (whether or not a Transferred Contract) have, or as of the date hereof Closing Date, shall been made available in the Transferred Contracts (including all modifications, amendments and supplements thereto and waivers thereunder) of the Seller or its Subsidiariesdata room. (b) Section 3.10(b) of the Disclosure Schedule describes any third-party supplier and vendor arrangements of the Seller used to service any of the Purchased Assets and Assumed Liabilities. (ci) Each Transferred Contract is valid, valid and binding and enforceable against the Seller or its Subsidiaries, as applicable, on NRx and, to the SellerNRx’s Knowledge, the counterparties thereto in accordance with its termscounterparty thereto, subject to the Bankruptcy, Equity and Indemnity Exception, (ii) except as would not reasonably be expected to have any Material Adverse Effect, NRx is not, and is in full force and effect. Except as set forth on Section 3.10(c) of the Disclosure Schedule, the Seller or its Subsidiaries, as applicable, has performed in all material 19 respects all material obligations required to be performed by it under, is not in material default, breach or violation of, or received notice or demand alleging that it has breached, NRx’s Knowledge no counterparty to any Transferred Contract to which it is a party is, in material breach in the performance, observance or fulfillment of any material obligation or covenant contained in any Transferred Contract and, as of the date hereof, to the Seller’s Knowledge, no counterparty thereto is in material default, breach or violation of any Transferred Contract. To the SellerNRx’s Knowledge, no event has occurred whichoccurred, that with notice, the giving of notice or lapse of time, time or both, would constitute a material defaultbreach thereunder, breach and (iii) NRx has not received: (A) any written notice from any counterparty to any Transferred Contract at any time during the past twelve (12) months regarding NRx’s material violation of, material default under, or violation thereof by the Seller such counterparty’s intention to cancel or make any other party thereto material change to any Transferred Contract, (B) any communication from any counterparty to any Transferred Contract that (1) it has materially changed, modified, amended or reduced, or is reasonably likely to materially change, modify, amend or reduce, its business relationship with NRx in a manner that is, or would permit terminationbe, acceleration materially adverse to NRx or modification thereof (including 2) it will fail to perform, or is reasonably likely to fail to perform, its obligations under any events that would result Transferred Contract with NRx in any requests manner that is, or demands is reasonably likely to reduce be, materially adverse in any material respect to NRx. (c) To NRx’s Knowledge, there exists no legitimate basis with respect to NRx or with respect to any counterparty to a Transferred Contract, which, with the scope giving of services thereunder), by notice or the lapse of time would reasonably be expected to give such counterparty the right to accelerate the maturity or performance of any party thereto or would result in the demand for or payment obligation of liquidated damages by the Seller NRx under any Transferred Contract, or the right to cancel, terminate or modify any Transferred Contract. To the SellerNRx has not received any written, or to NRx’s Knowledge, since January 1, 2019, there have been no significant delays caused by Seller in reaching milestones or meeting deadlines under any oral request for indemnification pursuant to any Transferred Contract and there are no conditions (including any vendor delays or breach or change in Laws) that would prevent the Seller from delivering the services under such Transferred Contracts by the time that such services are required to be delivered by the terms of such Transferred Contracts or as mutually agreed with customer, or that would render performance of such Transferred Contract impossible. Since April 1, 2019, the Seller has satisfied all L1 and L2 service-level commitments to customers required under the terms of the Transferred Contracts entered into prior to April 1, 2019 listed in Schedule 2.1(a)(i)which NRx is party. (d) There are no Contracts with down-stream channel partners, sales agents, or sub-contractors that are used by the Seller to source the Transferred Contracts or perform its obligations under the Transferred Contracts. (e) Each statement of work representing a Transferred Contract as of the date hereof is consistent as to scope and terms in all material respects with the corresponding statement of work (if any) that the Seller has placed with the Purchaser with respect to such Transferred Contract statement of work. (f) Except to the extent that any consents set forth on Section 3.2(c) of the Disclosure Schedule are not obtained, and except for Contracts which are terminable at will or for convenience, each Transferred Contract (i) is freely and fully assignable to the Purchaser without penalty and (ii) upon consummation of the transactions contemplated by this Agreement and the Ancillary Documents (including the assignment of the Transferred Contracts to the Purchaser) shall remain valid and binding and shall continue in full force and effect without penalty. (g) Subject to Section 5.8 and Section 5.9, the Seller has made available to Purchaser true, correct and complete copies of all Transferred Contracts (including all amendments, supplements and other modifications thereto) as in effect on the date of this Agreement.

Transferred Contracts. (a) Schedule 2.1(a)(i) sets forth as The Seller has made available to the Buyer a true and correct copy of the date hereof each of the Transferred Contracts (including all currently effective modifications, amendments and supplements thereto and waivers thereunder) thereto), each of which contains all of the Seller or its Subsidiaries. (b) Section 3.10(b) material terms thereof. Each of the Disclosure Schedule describes any third-party supplier Transferred Contracts is in full force and vendor arrangements of the Seller used to service any of the Purchased Assets effect, is valid and Assumed Liabilities. (c) Each Transferred Contract is valid, binding and enforceable effective against the Seller and the other party or its Subsidiaries, as applicable, and, to the Seller’s Knowledge, the counterparties parties thereto in accordance with its terms, and is in full force and effect. Except as set forth on Section 3.10(c) to the Knowledge of the Disclosure ScheduleSeller, the Seller there is no existing material default or its Subsidiaries, as applicable, has performed in all event of material 19 respects all material obligations required to be performed by it under, is not in material default, breach default (or violation of, or received event that with notice or demand alleging that it has breached, any Transferred Contract to which it is a party and, as of the date hereof, to the Seller’s Knowledge, no counterparty thereto is in material default, breach or violation of any Transferred Contract. To the Seller’s Knowledge, no event has occurred which, with notice, or lapse of time, or both, would constitute a material default, breach or violation thereof ) thereunder by the Seller or any other party thereto or parties thereto. The Seller is in compliance with and has neither breached, violated or defaulted under, nor received notice that the Seller has breached, violated or defaulted under, any of the terms or conditions of each of the Transferred Contracts, except as would permit terminationnot reasonably be expected to have, acceleration individually or modification thereof (including any events that would result in any requests or demands to reduce the scope of services thereunder), by any party thereto or would result in the demand aggregate, a Material Adverse Effect. (b) Section 3.7(b) of the Seller Disclosure Schedule contains a complete and accurate list of any Transferred Contract that is a, or that contains provisions that include any of the following: (i) Contract relating to the borrowing of money or under which it has imposed a security interest on any of the Transferred Assets; (ii) guarantee of any obligation; (iii) letter of credit, bond or other indemnity, except endorsements of instruments for or collection in the ordinary course of operation of the Subject Business; (iv) Contract requiring the payment of liquidated damages by the Seller under of more than $50,000 in any Transferred twelve (12) month period for the purchase or lease of any machinery, equipment or other capital assets; (v) collective bargaining agreement, employment, international sales agent, representative, distributor or consulting Contract. To ; (vi) Contract providing for severance payments or other additional similar rights or benefits (whether or not optional) in the Seller’s Knowledge, since January 1, 2019, there have been no significant delays caused by Seller in reaching milestones or meeting deadlines under any Transferred Contract and there are no conditions (including any vendor delays or breach or change in Laws) that would prevent the Seller from delivering the services under such Transferred Contracts by the time that such services are required to be delivered by the terms of such Transferred Contracts or as mutually agreed with customer, or that would render performance of such Transferred Contract impossible. Since April 1, 2019, the Seller has satisfied all L1 and L2 service-level commitments to customers required under the terms event of the Transferred Contracts entered into prior to April 1, 2019 listed in Schedule 2.1(a)(i).sale of the Subject Business; (dvii) There are no Contracts with down-stream channel partners, sales agents, joint venture or sub-contractors that are used partnership Contract; (viii) Contract requiring the payment by the Seller to source any Person of more than $50,000 in the Transferred Contracts aggregate in any twelve (12) month period for the purchase of goods or perform its obligations services; (ix) Contract between the Seller and any Affiliate of the Seller (which shall be separately identified as such in Section 3.7(b) of the Seller Disclosure Schedule); (x) lease of real or personal property under which the Transferred ContractsSeller is the lessor, except equipment leases entered into the ordinary course of business; (xi) Contract under which the Seller has agreed to indemnify any party; or (xii) Contract concerning non-competition. (ec) Each statement of work representing a Transferred Contract as To the Knowledge of the date hereof Seller, there is consistent as to scope and terms in all material respects with the corresponding statement no proposed or overtly threatened termination of work (if any) that the Seller has placed with the Purchaser with respect to such Transferred Contract statement of work. (f) Except any facility or personnel security clearances applicable to the extent that any consents set forth on Section 3.2(c) of the Disclosure Schedule are not obtained, and except for Contracts which are terminable at will or for convenience, each Transferred Contract (i) is freely and fully assignable to the Purchaser without penalty and (ii) upon consummation of the transactions contemplated by this Agreement and the Ancillary Documents (including the assignment of the Transferred Contracts to the Purchaser) shall remain valid and binding and shall continue in full force and effect without penaltySubject Business. (g) Subject to Section 5.8 and Section 5.9, the Seller has made available to Purchaser true, correct and complete copies of all Transferred Contracts (including all amendments, supplements and other modifications thereto) as in effect on the date of this Agreement.

Transferred Contracts. (a) Schedule 2.1(a)(i) sets forth as None of the date hereof the Transferred Contracts DTI Holdings, Seller, any ERISA Affiliate, Paul Kline or Larry Swift is a party to any unwritten commitment, undexxxxxxxxx, conxxxxx, xxxxnant or agreement with any third party (including all modificationsany Designated Employee), amendments and supplements thereto and waivers thereunder) of including with respect to any matter related to the Seller Business, Acquired Assets, Products, Transferred Intellectual Property Rights, Transferred Technologies, Transferred Contracts, Employee Plans, Designated Employee compensation arrangements or its Subsidiariesemployment arrangements. (b) Section 3.10(bExcept as listed in Schedule 5.9(b) (the "Excluded Contracts"), the Transferred Contracts listed on Schedule 1.1(iiiii) are all of the Disclosure Schedule describes Contracts between Seller and any third-third party supplier and vendor arrangements related to, or necessary for, the operation of the Business, and true and complete copies of all such Contracts have been delivered to Buyer. All Contracts involving, related to or necessary for the Business and any other business, unit, division or Subsidiary of Seller used are listed in either Schedule 1.1(iiiii) (Transferred Contracts) or Schedule 5.9(b) (Excluded Contracts) and complete copies of all such Contracts have been delivered to service any of the Purchased Assets and Assumed LiabilitiesBuyer. (c) Each Transferred Contract is valid, binding and enforceable against the Seller or its Subsidiaries, as applicable, and, to the Seller’s Knowledge, the counterparties thereto in accordance with its terms, and is in full force and effecteffect and Seller is not subject to any default thereunder, nor, to the knowledge of each of DTI Holdings and Seller, is any party obligated to Seller pursuant to any such Transferred Contract subject to any default thereunder. Except as set forth on Section 3.10(c) of the Disclosure ScheduleSeller has neither breached, the Seller violated or its Subsidiaries, as applicable, has performed in all material 19 respects all material obligations required to be performed by it defaulted under, is not in material default, breach or violation of, or nor received notice or demand alleging that it Seller has breached, violated or defaulted under, any Transferred Contract to which it is a party and, as of the date hereof, to the Seller’s Knowledge, no counterparty thereto is in material default, breach terms or violation conditions of any Transferred Contract. To Except for those consents, waivers or approvals of third parties not required to be obtained prior to the Seller’s KnowledgeClosing listed on Schedule 9.2(e), no event Seller has occurred which, with noticeobtained, or lapse will obtain prior to the Closing, all necessary consents, waivers or approvals of time, or both, would constitute a material default, breach or violation thereof by the Seller or any other party thereto or would permit termination, acceleration or modification thereof (including any events that would result in any requests or demands parties to reduce the scope of services thereunder), by any party thereto or would result in the demand for or payment of liquidated damages by the Seller under any Transferred Contract. To the Seller’s Knowledge, since January 1, 2019, there have been no significant delays caused by Seller in reaching milestones or meeting deadlines under any Transferred Contract and there are no conditions (including any vendor delays or breach or change in Laws) that would prevent the Seller from delivering the services under order for such Transferred Contract to remain in full force and effect without limitation, modification or alteration after the Closing. Following the Closing, Buyer will be permitted to exercise all of the rights Seller had under the Transferred Contracts by without the time that such services are payment of any additional amounts or consideration other than ongoing fees, royalties or payments which Seller would otherwise be required to be delivered by pay pursuant to the terms of such Transferred Contracts or as mutually agreed with customer, or that would render performance of such Transferred Contract impossible. Since April 1, 2019, the Seller has satisfied all L1 and L2 service-level commitments to customers required under the terms of the Transferred Contracts entered into prior to April 1, 2019 listed in Schedule 2.1(a)(i). (d) There are no Contracts with down-stream channel partners, sales agents, or sub-contractors that are used by the Seller to source the Transferred Contracts or perform its obligations under the Transferred Contracts. (e) Each statement of work representing a Transferred Contract as of the date hereof is consistent as to scope and terms in all material respects with the corresponding statement of work (if any) that the Seller has placed with the Purchaser with respect to such Transferred Contract statement of work. (f) Except to the extent that any consents set forth on Section 3.2(c) of the Disclosure Schedule are not obtained, and except for Contracts which are terminable at will or for convenience, each Transferred Contract (i) is freely and fully assignable to the Purchaser without penalty and (ii) upon consummation of had the transactions contemplated by this Agreement and the Ancillary Documents (including the assignment of the Transferred Contracts to the Purchaser) shall remain valid and binding and shall continue in full force and effect without penaltyCollateral Agreements not occurred. (g) Subject to Section 5.8 and Section 5.9, the Seller has made available to Purchaser true, correct and complete copies of all Transferred Contracts (including all amendments, supplements and other modifications thereto) as in effect on the date of this Agreement.

Transferred Contracts. (ai) Schedule 2.1(a)(i) sets forth as True and complete copies of the date hereof each of the Transferred Contracts (including all modifications, amendments and supplements thereto and waivers thereunderlisted on Schedule 2(a)(ii) of the Seller or its Subsidiarieshave been delivered to Purchaser. (bii) Section 3.10(b) The Transferred Contracts constitute all of the Disclosure Schedule describes Contracts between Seller, on the one hand, and any third-party supplier and vendor arrangements of third party, on the Seller used other hand, relating to service any of the Purchased Assets and Assumed Liabilities. (c) Business and/or the Acquired Assets. Each Transferred Contract is valid, in full force and effect and is a valid and binding and enforceable against the Seller or its Subsidiaries, as applicableagreement of Seller, and, to the Seller’s Knowledge, the counterparties thereto each other party thereto, enforceable against Seller, and, to Seller’s Knowledge, each other party thereto, in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and relief of debtors, and rules of law governing specific performance, injunctive relief, or other equitable remedies. To the Knowledge of Seller, no party (other than Seller) to any such Transferred Contract is in full force breach, violation or default under the terms and effect. Except as set forth on Section 3.10(c) conditions of the Disclosure Scheduleany Transferred Contract, the and Seller is in compliance with and has not breached, violated, or its Subsidiaries, as applicable, has performed in all material 19 respects all material obligations required to be performed by it defaulted under, is not in material default, breach or violation of, or received notice or demand alleging that it has breached, any Transferred Contract to which it is a party and, as of the date hereof, to the Seller’s Knowledge, no counterparty thereto is in material default, breach or violation of any breach, violation, or default of, the terms and conditions of each Transferred Contract. To the Knowledge of Seller’s Knowledge, no event has occurred whichthat would constitute such a breach, violation or default (with notice, or without notice or lapse of time, or both, would constitute a material default, breach or violation thereof by the Seller or any other party thereto or would permit termination, acceleration or modification thereof (including any events that would result in any requests or demands to reduce the scope of services thereunder), by any party thereto or would result in the demand for or payment of liquidated damages by the Seller under any Transferred Contract. To the Seller’s Knowledge, since January 1, 2019, there have been no significant delays caused by Seller in reaching milestones or meeting deadlines ) under any Transferred Contract by it. As of the date hereof and there as of the Closing Date, Seller has fulfilled all material obligations required to have been performed by Seller pursuant to each Transferred Contract. (iii) Seller will have obtained by Closing all necessary consents, waivers and approvals of each party to any Transferred Contract as are no conditions (required thereunder in connection with the Closing, or for any such Transferred Contract to remain in full force and effect without adverse limitation, modification or alteration after the Closing. Seller has the right to assign and transfer to Purchaser all of Seller’s rights in and under the Transferred Contracts without incurring, or causing Purchaser to incur, any obligation to any third party, including any vendor delays or breach or change in Laws) royalty obligations, other than those obligations that Seller would prevent have had, had such transfer not taken place. Following the Closing, Purchaser will be permitted to exercise all of the rights of Seller from delivering under the services under such Transferred Contracts by without the time that such services are payment of any additional amounts or consideration other than ongoing fees, royalties or payments which Seller would otherwise be required to be delivered by pay pursuant to the terms of such Transferred Contracts or as mutually agreed with customer, or that would render performance of such Transferred Contract impossible. Since April 1, 2019, the Seller has satisfied all L1 and L2 service-level commitments to customers required under the terms of the Transferred Contracts entered into prior to April 1, 2019 listed in Schedule 2.1(a)(i). (d) There are no Contracts with down-stream channel partners, sales agents, or sub-contractors that are used by the Seller to source the Transferred Contracts or perform its obligations under the Transferred Contracts. (e) Each statement of work representing a Transferred Contract as of the date hereof is consistent as to scope and terms in all material respects with the corresponding statement of work (if any) that the Seller has placed with the Purchaser with respect to such Transferred Contract statement of work. (f) Except to the extent that any consents set forth on Section 3.2(c) of the Disclosure Schedule are not obtained, and except for Contracts which are terminable at will or for convenience, each Transferred Contract (i) is freely and fully assignable to the Purchaser without penalty and (ii) upon consummation of had the transactions contemplated by this Agreement and the Ancillary Documents (including the assignment of the Transferred Contracts to the Purchaser) shall remain valid and binding and shall continue in full force and effect without penaltynot occurred. (giv) Subject Schedule 4(d)(i) lists Seller’s rights under each Contract Known to Section 5.8 and Section 5.9, Seller to which Veracity Networks is a party in connection with its provision of services under the Seller has made available to Purchaser true, correct and complete copies of all Transferred Contracts (including all amendments, supplements and other modifications thereto) as in effect on the date of this Current Veracity Agreement.

Transferred Contracts. (a) Schedule 2.1(a)(iAt the Closing: (i) sets forth as Seller shall deliver to Buyer all of the date hereof Transferred Contracts; and (ii) for each Transferred Contract identified on SCHEDULE 2.5(a) (the Transferred Contracts "CONSENT REQUIRED CONTRACTS"), Seller shall deliver to Buyer a written agreement in a form reasonably satisfactory to Buyer and Seller, signed by the party or parties (including all modificationsother than Seller) to such Consent Required Contract, amendments pursuant to which such party or parties thereto consent to the transfer and supplements thereto and waivers thereunder) assignment of the Seller or its Subsidiariessuch Consent Required Contract to Buyer (each, a "CONSENT"). (b) Section 3.10(bNotwithstanding anything in SECTION 2.5(a) to the contrary, if any Consent for a Consent Required Contract shall not have been obtained by the Closing, such Consent Required Contract shall not be treated as a Transferred Contract (each such Contract, a "NON-TRANSFERRED CONTRACT") and the rights of the Disclosure Schedule describes any thirdSeller under such Non-party supplier and vendor arrangements of the Seller used to service any of the Purchased Assets and Assumed LiabilitiesTransferred Contracts shall be deemed an Excluded Asset. (c) Each With respect to each Non-Transferred Contract is valid(i) if Buyer requests, binding and enforceable against Seller shall continue to use commercially reasonable efforts for a period not to exceed six (6) months following the Seller or its Subsidiaries, as applicable, andClosing Date, to obtain such Consent, and (ii) Seller and Buyer agree to cooperate with each other in any reasonable and lawful arrangement designed to provide to Buyer the benefits of use of such Non-Transferred Contract, for a period not to exceed the earlier of the termination of such Non-Transferred Contract or six (6) months from the Closing Date, of any right or benefit of Seller arising thereunder, including the enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereunder and the payment to Buyer of all amounts (the "FEES") received by Seller after the Closing Date under such Non-Transferred Contract attributable to Buyer's performance or discharge of Seller’s Knowledge's obligations thereunder, the counterparties thereto in accordance with its terms, and is in full force and effect. Except as set forth on Section 3.10(c) of the Disclosure Schedule, the Seller or its Subsidiaries, as applicable, has performed in all material 19 respects all material obligations required to be performed by it under, is not in material default, breach or violation of, or received notice or demand alleging that it has breached, any Transferred Contract to which it is a party and, as of the date hereof, to the Seller’s Knowledge, no counterparty thereto is in material default, breach or violation of any Transferred Contract. To the Seller’s Knowledge, no event has occurred which, with notice, or lapse of time, or both, would constitute a material default, breach or violation thereof by the Seller or any other party thereto or would permit termination, acceleration or modification thereof (including any events that would result in any requests or demands to reduce the scope of services thereunder), by any party thereto or would result in the demand for or payment of liquidated damages by the Seller under any Transferred Contract. To the Seller’s Knowledge, since January 1, 2019, there have been no significant delays caused by Seller in reaching milestones or meeting deadlines under any Transferred Contract and there are no conditions (including any vendor delays or breach or change in Laws) that would prevent the Seller from delivering the services under such Transferred Contracts by the time that such services are required to be delivered by the terms of such Transferred Contracts or as mutually agreed with customer, or that would render performance of such Transferred Contract impossible. Since April 1, 2019, the Seller has satisfied all L1 and L2 service-level commitments to customers required under the terms of the Transferred Contracts entered into prior to April 1, 2019 listed in Schedule 2.1(a)(i)SECTION 7.2. (d) There are no Contracts with downIn the event that Seller, after the Signing Date and before the Control Date, amends the terms of any Transferred Contract or Non-stream channel partnersTransferred Contract relating to Fees due to Seller under such Contract, sales agents, or sub-contractors that are used the amount paid to Buyer by Seller under SECTION 2.5(c) shall equal the Seller greater of (i) the Fee in effect prior to source such amendment and (ii) the Transferred Contracts or perform its obligations under the Transferred Contractsamended Fee. (e) Each statement of work representing a Transferred Contract as of the date hereof is consistent as to scope and terms in all material respects with the corresponding statement of work (The relationship, if any) , between the parties established by this SECTION 2.5 is that of an independent contractor, and nothing in this SECTION 2.5 shall be construed to create a relationship of agency or partnership between the Seller has placed with the Purchaser with respect parties or to such Transferred Contract statement of workcreate any obligation to or provide any benefit for any other Person. (f) Except to Upon receipt by Buyer of any such Consent after the extent that any consents set forth on Section 3.2(c) Closing, Seller's obligations under the Non-Transferred Contract shall be deemed an Assumed Liability under this Agreement, effective as of the Disclosure Schedule are not obtained, and except for Contracts which are terminable at will or for convenience, each date such Consent is delivered to Buyer; PROVIDED that the obligations of Seller under such Non-Transferred Contract (i) is freely and fully assignable to have not been adversely modified or amended since the Purchaser without penalty and (ii) upon consummation of the transactions contemplated by this Agreement and the Ancillary Documents (including the assignment of the Transferred Contracts to the Purchaser) shall remain valid and binding and shall continue in full force and effect without penaltySigning Date. (g) Subject to Section 5.8 and Section 5.9, the Seller has made available to Purchaser true, correct and complete copies of all Transferred Contracts (including all amendments, supplements and other modifications thereto) as in effect on the date of this Agreement.