Common use of Absence of Breaches or Defaults Clause in Contracts

Absence of Breaches or Defaults. Except as set forth in Section 2.20 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries is and, to the knowledge of the Company, no other party is in default under, or in breach or violation of, any Contract, Guide Agreement (as defined below) or other content agreement and, to the knowledge of the Company, no event has occurred which, with the giving of notice or passage of time or both would constitute a default under any Contract or Guide Agreement except for defaults, breaches, violations or events which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Other than Contracts and Guide Agreements which have terminated or expired in accordance with their terms, and except as set forth in Section 2.20 of the Company Disclosure Schedule, each of the Contracts and Guide Agreements is in full force and effect, and assuming all consents required by the terms thereof or applicable law have been obtained, such Contracts and Guide Agreements will continue to be in full force and effect immediately following the consummation of the transactions contemplated hereby, in each case except where the failure to be in full force and effect could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No event has occurred which either entitles, or would, on notice or lapse of time or both, entitle the holder of any indebtedness for borrowed money affecting the Company or any of its subsidiaries (except for the execution of this Agreement) to accelerate, or which does accelerate, the maturity of any indebtedness affecting the Company or any of its subsidiaries, except as set forth in Section 2.20 of the Company Disclosure Schedule.

Absence of Breaches or Defaults. Except as set forth in Section 2.20 of the The Company Disclosure Scheduleis not, neither the Company nor any of its subsidiaries is and, to the ------------------------------- knowledge of the CompanyCompany or either of the Shareholders, no other party is is, in default under, or in breach or violation of, any Contractcontract to which the Company is a party, Guide Agreement (as defined below) or other content agreement including, without limitation, those identified on Section 3.21 of the Company Disclosure Schedule and, to the knowledge of the CompanyCompany or either of the Shareholders, no event has occurred which, with the giving of notice or passage of time or both would constitute a default under any Contract or Guide Agreement contract identified on Section 3.21 of the Company Disclosure Schedule, except in each case set forth above for defaults, breaches, violations or events which could notwhich, individually or in the aggregate, reasonably be expected to would not have a Material Adverse EffectEffect on the Company. Other than Contracts and Guide Agreements contracts which have terminated or expired in accordance with their terms, and except as set forth in each of the contracts identified on Section 2.20 3.21 of the Company Disclosure ScheduleSchedule is valid, each binding and enforceable in accordance with its terms (subject to the effects of the Contracts bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and Guide Agreements other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered on a proceeding in equity or at law)) and is in full force and effect, and assuming all consents required by the terms thereof or applicable law have been obtained, such Contracts and Guide Agreements contracts will continue to be valid, binding and enforceable in accordance with their respective terms and in full force and effect immediately following the consummation of the transactions contemplated hereby, in each case except where the failure to be valid, binding, enforceable and in full force and effect could effort would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on the Company. No event has occurred which either entitles, or would, on notice or lapse of time or both, entitle the holder of any indebtedness for borrowed money affecting the Company or any of its subsidiaries (except for the execution or consummation of this Agreement) to accelerate, or which does accelerate, the maturity of any indebtedness affecting the Company or any of its subsidiariesCompany, except as set forth in Section 2.20 3.22 of the Company Disclosure Schedule.

Absence of Breaches or Defaults. Except as set forth in Section 2.20 2.21 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries Subsidiaries is and, to the knowledge of the Company, no other party is in default under, or in breach or violation of, any Contract, Guide Agreement of (as defined below) or other content agreement and, to the knowledge of the Company, and no event has occurred which, with the giving of notice or passage the lapse of time or both both, would constitute a default under under, or a breach or violation of), any term, condition or provision of (i) their respective charters, bylaws or other governing documents or (ii) any Contract or Guide Agreement except identified on Section 2.20 of the Company Disclosure Schedule except, in the case of clause (ii) for defaults, breaches, violations or events which could notwhich, individually or in the aggregate, reasonably be expected to would not have a Company Material Adverse Effect; provided that any defaults, breaches, violations or events with respect to those Contracts referred to in Section 2.20(e) shall be scheduled without regard to any Company Material Adverse Effect. Other than Contracts and Guide Agreements contracts which have terminated or expired in accordance with their terms, and except as set forth in each of the Contracts identified on Section 2.20 of the Company Disclosure ScheduleSchedule is valid, each binding and enforceable in accordance with its terms (subject to the effects of the Contracts bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and Guide Agreements other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered on a proceeding in equity or at law) and an implied covenant of good faith and fair dealing) and is in full force and effect, and assuming all consents required by the terms thereof or applicable law have been obtained, such Contracts and Guide Agreements will continue to be in full force and effect immediately following the consummation of the transactions contemplated hereby, in each case except where the failure to be in full force and effect could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No event has occurred which either entitles, or would, on notice or lapse of time or both, entitle the holder of any indebtedness for borrowed money affecting the Company or any of its subsidiaries (except for the execution of this Agreement) Subsidiaries to accelerate, or which does accelerate, the maturity of any indebtedness affecting the Company or any of its subsidiariesSubsidiaries, except as set forth in Section 2.20 2.21 of the Company Disclosure Schedule.

Absence of Breaches or Defaults. Except as set forth in Section 2.20 of the The Company Disclosure Schedule, neither the Company nor any of its subsidiaries is not and, to the knowledge of the Company, no other party is is, in default under, or in breach or violation of, any Contract, Guide Agreement (as defined below) or other content agreement contract identified on Section 2.21 of the Disclosure Schedule and, to the knowledge of the CompanyShareholders, no event has occurred which, with the giving of notice or passage of time or both would constitute a default under any Contract or Guide Agreement contact identified on Section 2.21 of the Disclosure Schedule, except for defaults, breaches, violations or events which could notwhich, individually or in the aggregate, reasonably be expected to would not have a Material Adverse EffectEffect on the Company. Other than Contracts and Guide Agreements contracts which have terminated or expired in accordance with their terms, and except as set forth in Section 2.20 of the Company Disclosure Schedule, each of the Contracts contracts identified on Section 2.21 of the Disclosure Schedule is valid, binding and Guide Agreements enforceable in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered on a proceeding in equity or at law) and an implied covenant of good faith and fair dealing) and is in full force and effect, and assuming all consents required by the terms thereof or applicable law have been obtained, such Contracts and Guide Agreements contracts will continue to be valid, binding and enforceable in accordance with their respective terms and in full force and effect immediately following the consummation of the transactions contemplated hereby, in each case except where the failure to be valid, binding, enforceable and in full force and effect could effort would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on the Company. No event has occurred which either entitles, or would, on notice or lapse of time or both, entitle the holder of any indebtedness for borrowed money affecting the Company or any of its subsidiaries (except for the execution or consummation of this Agreement) to accelerate, or which does accelerate, the maturity of any indebtedness affecting the Company or any of its subsidiariesCompany, except as set forth in Section 2.20 2.22 of the Company Disclosure Schedule.