Common use of Transferred Contracts Clause in Contracts

Transferred Contracts. As of the date hereof, except for Excluded Contracts, the Contracts listed on Schedule 1.1(bbbb) are all of the Contracts between Seller and any third party. Except for copies of purchase orders entered into by Seller in the ordinary course of business and consistent with past practices that have not been provided to Buyer, true and complete copies of all Contracts listed on Schedule 1.1(bbbb) (including all amendments, schedules and exhibits thereto) have been delivered to Buyer. Each Transferred Contract or Lease Agreement is in full force and effect and Seller is not in breach thereof, nor to Seller’s Knowledge is any party obligated to Seller pursuant to any such Transferred Contract or Lease Agreement in breach thereof. Seller has neither breached, violated nor defaulted under, nor received notice that Seller has breached, violated or defaulted under, any of the terms or conditions of any Transferred Contract or Lease Agreement. Seller has obtained, or will obtain prior to the Closing, all necessary consents, waivers and approvals of parties to any Transferred Contract or Lease Agreement as are required thereunder in connection with the Closing, or for any such Transferred Contract or Lease Agreement 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 without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which Seller would otherwise be required to pay pursuant to the terms of such Transferred Contracts had the transactions contemplated by this Agreement and the Collateral Agreements not occurred. Seller has not received any notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Transferred Contract or Lease Agreement. Seller has not waived any right under any Transferred Contract. To the Knowledge of Seller, each Person against whom Seller has or may acquire any rights under any Transferred Contract is able to satisfy all of such Person’s current and future monetary obligations and other obligations and liabilities thereunder. No Person is renegotiating, or has the right to renegotiate, any amount paid or payable to Seller or owed by Seller under any Transferred Contract or Lease Agreement or any other term or provision of any Transferred Contract or Lease Agreement. Seller has not guaranteed or otherwise agreed to cause, insure or become liable for, nor pledged any of its assets to secure, the performance or payment of any obligation or other liability of any other Person.

Transferred Contracts. As of the date hereof, except for Excluded Contracts, the Contracts listed on Schedule 1.1(bbbb) are all of the Contracts between Seller and any third party. Except for copies of purchase orders entered into by Seller in the ordinary course of business and consistent with past practices that have not been provided to Buyer, true and complete copies of all Contracts listed on Schedule 1.1(bbbb) (including all amendments, schedules and exhibits thereto) have been delivered to Buyer. Each Transferred Contract or Lease Agreement is in full force and effect and Seller is not in breach thereof, nor to Seller’s 's Knowledge is any party obligated to Seller pursuant to any such Transferred Contract or Lease Agreement in breach thereof. Seller has neither breached, violated nor defaulted under, nor received notice that Seller has breached, violated or defaulted under, any of the terms or conditions of any Transferred Contract or Lease Agreement. Seller has obtained, or will obtain prior to the Closing, all necessary consents, waivers and approvals of parties to any Transferred Contract or Lease Agreement as are required thereunder in connection with the Closing, or for any such Transferred Contract or Lease Agreement 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 without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which Seller would otherwise be required to pay pursuant to the terms of such Transferred Contracts had the transactions contemplated by this Agreement and the Collateral Agreements not occurred. Seller has not received any notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Transferred Contract or Lease Agreement. Seller has not waived any right under any Transferred Contract. To the Knowledge of Seller, each Person against whom Seller has or may acquire any rights under any Transferred Contract is able to satisfy all of such Person’s 's current and future monetary obligations and other obligations and liabilities thereunder. No Person is renegotiating, or has the right to renegotiate, any amount paid or payable to Seller or owed by Seller under any Transferred Contract or Lease Agreement or any other term or provision of any Transferred Contract or Lease Agreement. Seller has not guaranteed or otherwise agreed to cause, insure or become liable for, nor pledged any of its assets to secure, the performance or payment of any obligation or other liability of any other Person.

Transferred Contracts. As of the date hereof, except for Excluded ContractsExcept as set forth on Schedule 2.2, the Transferred Contracts listed on Schedule 1.1(bbbb) are all of the executory Contracts between Seller and any third party. Except for copies of purchase orders entered into by Seller Person used in the ordinary course operation of business the Business, and consistent with past practices that have not been provided to Buyer, true and complete copies of all such Contracts listed on Schedule 1.1(bbbb) (including all amendments, schedules and exhibits thereto) have been delivered to Buyer. Each Except as set forth on Schedule 2.2, the Transferred Contracts are all of the Contracts necessary for the operation of the Business. Except as would not have a Material Adverse Effect on Seller, each Transferred Contract or Lease Agreement is in full force and effect and Seller is not in breach thereofbreach, violation or default thereunder nor to Seller’s Knowledge is any party Person obligated to Seller pursuant to any such Transferred Contract in breach, violation or Lease Agreement in breach thereofdefault thereunder. Seller has neither breached, violated nor defaulted under, nor not received notice that Seller has breached, violated or defaulted under, any of the terms or conditions of any Transferred Contract or Lease AgreementContract. Seller has obtained, or will obtain prior to Immediately following the Closing, all necessary consents, waivers and approvals of parties to any Transferred Contract or Lease Agreement except as are required thereunder in connection with the Closing, or for any such Transferred Contract or Lease Agreement to remain in full force and effect without limitation, modification or alteration after the Closing. Following the Closingwould not have a Material Adverse Effect on Seller, Buyer will be permitted to exercise all of the rights Seller had immediately prior to the Closing under the Transferred Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties fees or payments which Seller would otherwise be required to pay pursuant to the terms of such Transferred Contracts had the transactions contemplated by this Agreement not occurred; provided, however, that Seller makes no representation or warranty as to restrictions that may exist, or payments that may be required, by virtue of any condition applicable to Buyer or any action or inaction taken by Buyer and the Collateral Agreements Existing JNJ-ACI License will be terminated pursuant to the Termination Agreement. Other than the Transferred Contracts and other than as contemplated by the Termination Agreement, there is no agreement (not occurredto compete or otherwise), commitment, judgment, injunction, order or decree to which Seller is a party relating to the Business or otherwise binding upon the Seller or the Business which has or may have the effect of prohibiting or impairing the transactions contemplated by this Agreement, or affecting the validity, use or enforceability of the Purchased Assets. Other than the Transferred Contracts, Seller has not received entered into any notice regarding agreement which places any actualrestrictions upon Seller with respect to selling, allegedlicensing or otherwise distributing any of the Seller Products, possible the Transferred Intellectual Property Rights, or the JNJ Transferred Intellectual Property Rights to, or providing services to, customers or potential violation customers or breach ofany class of customers, in any geographic area, during any period of time or default underin any segment of the market. To Seller’s Knowledge, any no party to a Transferred Contract or Lease Agreement. Seller that requires consent to transfer has not waived any right under any Transferred Contract. To the Knowledge of Seller, each Person against whom Seller has or may acquire any rights under any Transferred Contract is able to satisfy all of such Person’s current and future monetary obligations and other obligations and liabilities thereunder. No Person is renegotiating, or has the right to renegotiate, any amount paid or payable indicated to Seller that it is unwilling to provide such consent or owed by to provide a release of Seller under any Transferred Contract or Lease Agreement or any other term or provision of any Transferred Contract or Lease Agreement. Seller has not guaranteed or otherwise agreed to cause, insure or become liable for, nor pledged any of its assets to secure, the performance or payment of any obligation or other liability of any other Personin connection therewith.

Transferred Contracts. As of the date hereof, except for Excluded Contracts, the Contracts listed on Schedule 1.1(bbbb(a) are all of the Contracts between Seller and any third party. Except for copies of purchase orders entered into by Seller in the ordinary course of business and consistent with past practices that have not been provided to Buyer, true and complete copies of all Contracts listed on Schedule 1.1(bbbb) (including all amendments, schedules and exhibits thereto) have been delivered to Buyer. Each Transferred Contract or Lease Agreement is valid, binding and in full force and effect and is enforceable in accordance with its terms against Seller, GCS or Parent, as applicable, and each other party thereto, in each case except as such validity, binding effect or enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, fraudulent transfer, moratorium (whether general or specific) or other Law now or hereafter in effect affecting the enforceability of creditors' rights generally or the rights of creditors of depository institutions the accounts of which are insured by the Federal Deposit Insurance Corporation. (b) Section 6.8(b) of the Seller is not in breach thereofDisclosure Schedule includes a complete list of all Assigned Merchants. Neither Parent, Seller nor GCS nor, to Seller’s the Knowledge is any party obligated to of Parent, Seller pursuant to any such Transferred Contract or Lease Agreement in breach thereof. Seller has neither breached, violated nor defaulted under, nor received notice that Seller has breached, violated or defaulted underand GCS, any of the terms or conditions of any Transferred Contract or Lease Agreement. Seller has obtained, or will obtain prior to the Closing, all necessary consents, waivers and approvals of parties other party to any Transferred Contract or Lease Agreement as is in Default thereunder and, to the Knowledge of Parent, Seller and GCS, there are required thereunder no material disputes with respect thereto, no notice of Default has been received in connection with the Closingtherewith, or for any such Transferred Contract or Lease Agreement to remain in full force and effect without limitationand, 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 without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which Seller would otherwise be required to pay pursuant to the terms Knowledge of such Transferred Contracts had the transactions contemplated by this Agreement Parent, Seller and the Collateral Agreements not occurredGCS, no event has occurred that would constitute a Default thereunder. Neither Parent, Seller nor GCS has not received any notice regarding any actualof fraud by, alleged, possible or potential violation bankruptcy or breach contemplated bankruptcy of, any party or default underguarantor to any of the Assigned Merchant Agreements. (c) Except as set forth on Section 6.8(c) of the Seller Disclosure Schedule, any Transferred Contract or Lease Agreement. Seller has not waived any right under any Transferred Contract. To the Knowledge none of SellerParent, each Person against whom Seller has or may acquire any rights under any Transferred Contract is able to satisfy all of such Person’s current and future monetary obligations and other obligations and liabilities thereunder. No Person is renegotiating, or has the right to renegotiate, any amount paid or payable to Seller or owed by Seller under GCS has either given or received notice of election to terminate any Transferred Contract or Lease Specified Merchant Agreement or any other term or provision of any material Transferred Contract which would be a Transferred Contract if the Closing occurred as of the date of this representation and warranty is made. None of Parent, Seller or Lease GCS has any Knowledge that the consummation of the Transaction would have a material adverse effect on its relationship with any Specified Merchant or any other party to a material Transferred Contract as relates to the Business. (d) Except as set forth on Section 6.8(d) of the Seller Disclosure Schedule, all agreements between Seller and the Assigned Merchants are in the form of one of the Merchant Agreements attached hereto as Exhibit "G", and may be assigned by Seller pursuant to this Agreement without the consent of the applicable Merchant or any other party. Except as set forth on Section 6.8(d) of the Seller Disclosure Schedule, (i) each Assigned Merchant is a party to a written Merchant Agreement with Seller or GCS, as applicable, (ii) Seller and GCS has each provided Buyer with true, correct and complete copies of all Specified Merchant Agreements, and (iii) Seller and GCS have in their possession, and will deliver to Buyer in accordance with Section 5.4 of this Agreement, an executed original (or copy of an executed original) of each Specified Merchant Agreement. GCS has no Acquiring Merchants. The Specified Merchants are listed on Section 6.8(d) of the Seller Disclosure Schedule. As between Seller or GCS and any other party (except the Assigned Merchant party to each such Assigned Merchant Agreement), Seller or GCS, as applicable, owns and controls the business relationship with each such Assigned Merchant as it relates to the Business. The Top 100 Acquiring Merchants accounted for approximately [redacted*]% of the revenues of the Business (excluding revenues generated by GCS) earned in the twelve-month period ended November 30, 2005. Except as set forth in Section 6.8(d) of the Seller Disclosure Schedule, Seller has not guaranteed in its possession, and will deliver to Buyer in accordance with Section 5.4 of this Agreement, (i) an executed original (or otherwise agreed to causea copy of an executed original) of at least [redacted*] percent ([redacted*]%) of all Assigned Merchant Agreements, insure or become liable for, nor pledged any of its assets to secure, the performance or payment of any obligation or other liability of any other Person.and