6Assumed Contracts Sample Clauses

6Assumed Contracts. (a)Except as set forth in Section 3.1.6 of the Seller Disclosure Schedule, as of the date of this Agreement, there are no Contracts, other than the Assumed Contracts, (i) to which Seller is bound that are exclusively related to the Specified Programs or (ii) to which any of the Transferred Assets are subject. ​ ​ ​
Sample 1
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6Assumed Contracts. Exhibit B the contracts to which Seller is a party which will be assigned to and assumed by Buyer, true and correct copies of which have previously been furnished to Buyer. The Assumed Contract is valid and binding on the Seller and, to the Knowledge of Seller, or the other party thereto, and are in full force and effect, except where enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors’ rights generally. Seller has not received notice from any party to any Assumed Contract of such party’s intention or desire to terminate or modify any such Assumed Contract in any respect. Neither the Seller nor, to the Knowledge of Seller, any other party is in breach of any of the terms or covenants of any Assumed Contract. Seller has the full legal power and authority to assign the Assumed Contracts to Buyer in accordance with this Agreement on terms and conditions no less favorable than those in effect on the Effective Date, and such assignment will not affect the validity, enforceability and continuity of any such Assumed Contract. No consent, approval, or authorization of any third party other than from Xxxxxx Xxxxxxxxxx Managing Member and authorized representative of VeraClaim is required for the assignment of the Assumed Contracts to Buyer in accordance with this Agreement.
Sample 1
6Assumed Contracts. 22 Section 3.7Compliance with Law 22 Section 3.8Litigation 22 Section 3.9Taxes 22 Section 3.10Regulatory Matters 23 Section 3.11Inventory 25 Section 3.12Relationships with Suppliers 25 Section 3.13Brokers and Other Advisors 25 Section 3.14Insurance 25 Section 3.15.Adequate Consideration; Solvency 25 Section 3.16Related Party Transactions 26 Section 3.17Anticorruption Matters 26 Section 3.18No Other Representations and Warranties 27
Sample 1

Related to 6Assumed Contracts

  • Transferred Contracts The Transferred Contracts listed on Exhibit C are all of the contracts between Aradigm and any Third Party currently necessary for or primarily related to, the operation of the Business, and true and complete copies of all such Transferred Contracts have been delivered or made available to Purchaser or its representatives. Each Transferred Contract is in full force and effect and, to Aradigm’s knowledge, Aradigm is not subject to any default thereunder, nor, to Aradigm’s knowledge, is any party obligated to Aradigm pursuant to any such Transferred Contract subject to any default thereunder. Aradigm has neither breached, violated or defaulted under, nor received notice that Aradigm has breached, violated or defaulted under, any of the terms or conditions of any Transferred Contract. Aradigm has obtained, or will obtain prior to the Closing, all necessary consents, waivers and approvals of parties to any Transferred Contract as are required thereunder in connection with the Closing, or for any such Transferred Contract to be transferred to Purchaser, and to remain in full force and effect without limitation, modification or alteration after the Closing. Following the Closing, Purchaser will be permitted to exercise all of the rights Aradigm had under the Transferred Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which Aradigm would otherwise be required to pay pursuant to the terms of such Transferred Contracts had the transactions contemplated by this Agreement not occurred.

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