Common use of Acquired Contracts Clause in Contracts

Acquired Contracts. (a) Each of the Acquired Contracts represents a valid and binding obligation of one or more of the Sellers and/or its Affiliate(s) party thereto and, to the knowledge of the Sellers, each other party thereto, and is enforceable against such Seller and/or its Affiliate and, to the knowledge of the Sellers, each other party thereto, in accordance with its terms, and is in full force and effect, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at Law). None of the Sellers or any of their respective Affiliates is in material breach of or material default under any of the Acquired Contracts and, to the Sellers’ knowledge, no other party thereto is in material breach of or material default under any Acquired Contract, and none of the Sellers or any of their respective Affiliates have given or received written or, to the Sellers’ knowledge, unwritten notice to or from any party to an Acquired Contract relating to any such alleged breach or default. None of the Sellers or any of their respective Affiliates has received any written or, to the Sellers’ knowledge, unwritten notice that a party to any Acquired Contract intends to cancel, withdraw, modify or amend such Acquired Contract, nor have the Sellers or any of their respective Affiliates given such a written notice to a party to any Acquired Contract. True and complete copies of all Acquired Contracts (including all schedules, exhibits, appendices, amendments, modifications and waivers relating thereto) have been made available to Purchaser or its advisors with respect to the transactions contemplated by this Agreement, except (x) to the extent such Contracts have been redacted to (A) enable compliance with Laws relating to antitrust or the safeguarding of data privacy or (B) exclude commercially sensitive financial information or (y) as expressly indicated on Schedule 1.1(b) of the Disclosure Schedules. This Section 4.6(a) shall not apply to the Aclidinium Agreements. (b) Each of the Aclidinium Agreements represents a valid and binding obligation of one or more of the Sellers and/or its Affiliate(s) party thereto, and is enforceable against such Seller and/or its Affiliate in accordance with its terms, and is in full force and effect, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at Law). None of the Sellers or any of their respective Affiliates is in breach of or default under any of the Aclidinium Agreements, except for any breach or default which would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the Product Business and the Acquired Assets, taken together as a whole.

Acquired Contracts. Except as disclosed in Schedule 4.9: (a) Each Seller has provided access, or delivered, to Purchaser true and complete copies of all Agent Contracts and Customer Contracts that are in the Acquired possession of Seller, which Agent Contracts represents a valid and binding obligation of one or more of the Sellers and/or its Affiliate(sCustomer Contracts constitute all thereof that are in their possession and cover Voice Services. (b) party thereto Seller is not re-negotiating, and, to the knowledge of the Sellers, each other party thereto, and is enforceable against such Seller and/or its Affiliate and, to the knowledge of the Sellers, each other party thereto, in accordance with its terms, and is in full force and effect, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at Law). None of the Sellers or any of their respective Affiliates is in material breach of or material default under any of the Acquired Contracts and, to the Sellers’ knowledgeSeller's Knowledge, no other party thereto to an Acquired Contract is re-negotiating, any of the material provisions of such Acquired Contract. (c) Seller has not violated or breached, or committed any default, and, to Seller's Knowledge, no other party to an Acquired Contract has violated or breached, or committed a default under, any Acquired Contract; (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in material a violation or breach of any of the provisions of any Acquired Contract, (B) give any party the right to declare a default or material default exercise any remedy under any Acquired Contract, and none of the Sellers or any of their respective Affiliates have given or received written or, to the Sellers’ knowledge, unwritten notice to or from (C) give any party the right to an accelerate the maturity or performance of any Acquired Contract relating Contract, or (D) give any party the right to cancel, terminate or modify any such alleged breach or default. None of Acquired Contract; (iii) the Sellers or any of their respective Affiliates Seller has not received any written ornotice or other communications (in writing or otherwise) regarding any actual, to alleged, possible or potential violation or breach by it of, or default by it under, any Acquired Contract; and (iv) the Sellers’ knowledge, unwritten notice that a party to Seller has not waived any right under any Acquired Contract intends to cancelexcept, withdrawin each case where such violation, modify or amend such Acquired Contractbreach, nor have the Sellers or any of their respective Affiliates given such a written notice to a party to any Acquired Contract. True and complete copies of all Acquired Contracts (including all schedules, exhibits, appendices, amendments, modifications and waivers relating thereto) have been made available to Purchaser or its advisors with respect to the transactions contemplated by this Agreement, except (x) to the extent such Contracts have been redacted to (A) enable compliance with Laws relating to antitrust or the safeguarding of data privacy or (B) exclude commercially sensitive financial information or (y) as expressly indicated on Schedule 1.1(b) of the Disclosure Schedules. This Section 4.6(a) shall not apply to the Aclidinium Agreements. (b) Each of the Aclidinium Agreements represents a valid and binding obligation of one or more of the Sellers and/or its Affiliate(s) party thereto, and is enforceable against such Seller and/or its Affiliate in accordance with its terms, and is in full force and effect, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at Law). None of the Sellers or any of their respective Affiliates is in breach of or default under any of the Aclidinium Agreements, except for any breach has been remedied or default which would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to materially and adversely affect have material adverse effect on the Product Business and Gross Revenues under all of the Acquired AssetsCustomer Contracts, taken together as a whole.

Acquired Contracts. Schedule 5.8 sets forth a true and complete list of all Material Acquired Contracts. Seller has provided to Buyer true, correct and complete copies of all Material Acquired Contracts, except for any contracts subject to disclosure restrictions for which Seller was not given the right to provide to Buyer. Except as set forth on Schedule 5.8, (ai) Each of the each Material Acquired Contracts represents a valid Contract is valid, binding upon Seller and binding obligation of one or more of the Sellers and/or its Affiliate(s) party thereto and, to the knowledge of the Sellers, each other party thereto, and is enforceable against such Seller and/or its Affiliate and, to the knowledge of the Sellers, each other party thereto, in accordance with its terms, and is in full force and effect, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at Law). None of the Sellers or neither Seller nor, to Seller’s Knowledge, any of their respective Affiliates other party to any Material Acquired Contract is in material breach thereof or default thereunder and there does not exist any event, occurrence, condition, or act that, with the giving of notice, the lapse of time, or the happening of any further event or condition, would become a material breach or default by Seller under any Material Acquired Contract. As of the date hereof neither Seller nor any Affiliate of Seller has received any written notice of the intention of any party to terminate any Material Acquired Contract. The term “Material Acquired Contract” means the (a) Pole Attachment and Conduit Agreements, (b) the Bulk Agreements and Right of Entry Agreements, (c) Seller’s programming agreements which constitute Acquired Contracts andpursuant to Section 2.1(d)(viii), (d) any other Acquired Contract that provides for the payment of aggregate future annual payments or other consideration over the current term of such Acquired Contract to the Sellers’ knowledge, no other party thereto is or from Seller in material breach excess of or material default under $75,000 and (e) any Acquired Contract, and none the loss of the Sellers or any of their respective Affiliates have given or received written or, to the Sellers’ knowledge, unwritten notice to or from any party to an Acquired Contract relating to any such alleged breach or default. None of the Sellers or any of their respective Affiliates has received any written or, to the Sellers’ knowledge, unwritten notice that a party to any Acquired Contract intends to cancel, withdraw, modify or amend such Acquired Contract, nor have the Sellers or any of their respective Affiliates given such a written notice to a party to any Acquired Contract. True and complete copies of all Acquired Contracts (including all schedules, exhibits, appendices, amendments, modifications and waivers relating thereto) have been made available to Purchaser or its advisors with respect to the transactions contemplated by this Agreement, except (x) to the extent such Contracts have been redacted to (A) enable compliance with Laws relating to antitrust or the safeguarding of data privacy or (B) exclude commercially sensitive financial information or (y) as expressly indicated on Schedule 1.1(b) of the Disclosure Schedules. This Section 4.6(a) shall not apply to the Aclidinium Agreements. (b) Each of the Aclidinium Agreements represents a valid and binding obligation of one or more of the Sellers and/or its Affiliate(s) party thereto, and is enforceable against such Seller and/or its Affiliate in accordance with its terms, and is in full force and effect, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at Law). None of the Sellers or any of their respective Affiliates is in breach of or default under any of the Aclidinium Agreements, except for any breach or default which would not, individually or in the aggregate, would reasonably be expected to materially and adversely affect the Product Business and the Acquired Assets, taken together as have a wholeMaterial Adverse Effect.

Acquired Contracts. Schedule 5.8 sets forth a true and complete list of all Material Acquired Contracts. Seller has provided to Buyer true, correct and complete copies of all Material Acquired Contracts, except for any contracts subject to disclosure restrictions for which Seller was not given the right to provide to Buyer. Except as set forth on Schedule 5.8, (ai) Each of the each Material Acquired Contracts represents a valid Contract is valid, binding upon Seller and binding obligation of one or more of the Sellers and/or its Affiliate(s) party thereto and, to the knowledge of the Sellers, each other party thereto, and is enforceable against such Seller and/or its Affiliate and, to the knowledge of the Sellers, each other party thereto, in accordance with its terms, and is in full force and effect, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at Law). None of the Sellers or neither Seller nor, to Seller’s Knowledge, any of their respective Affiliates other party to any Material Acquired Contract is in material breach thereof or default thereunder and there does not exist any event, occurrence, condition, or act that, with the giving of notice, the lapse of time, or the happening of any further event or condition, would become a material breach or default by Seller under any Material Acquired Contract. As of the date hereof neither Seller nor any Affiliate of Seller has received any written notice of the intention of any party to terminate any Material Acquired Contract. The term “Material Acquired Contract” means the (a) Pole Attachment and Conduit Agreements, (b) the Bulk Agreements and Right of Entry Agreements, (c) Seller’s programming agreements which constitute Acquired Contracts andpursuant to Section 2.1(d)(viii), (d) any other Acquired Contract that provides for the payment of aggregate future annual payments or other consideration over the current term of such Acquired Contract to the Sellers’ knowledge, no other party thereto is or from Seller in material breach excess of or material default under $[ * ] and (e) any Acquired Contract, and none the loss of the Sellers or any of their respective Affiliates have given or received written or, to the Sellers’ knowledge, unwritten notice to or from any party to an Acquired Contract relating to any such alleged breach or default. None of the Sellers or any of their respective Affiliates has received any written or, to the Sellers’ knowledge, unwritten notice that a party to any Acquired Contract intends to cancel, withdraw, modify or amend such Acquired Contract, nor have the Sellers or any of their respective Affiliates given such a written notice to a party to any Acquired Contract. True and complete copies of all Acquired Contracts (including all schedules, exhibits, appendices, amendments, modifications and waivers relating thereto) have been made available to Purchaser or its advisors with respect to the transactions contemplated by this Agreement, except (x) to the extent such Contracts have been redacted to (A) enable compliance with Laws relating to antitrust or the safeguarding of data privacy or (B) exclude commercially sensitive financial information or (y) as expressly indicated on Schedule 1.1(b) of the Disclosure Schedules. This Section 4.6(a) shall not apply to the Aclidinium Agreements. (b) Each of the Aclidinium Agreements represents a valid and binding obligation of one or more of the Sellers and/or its Affiliate(s) party thereto, and is enforceable against such Seller and/or its Affiliate in accordance with its terms, and is in full force and effect, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at Law). None of the Sellers or any of their respective Affiliates is in breach of or default under any of the Aclidinium Agreements, except for any breach or default which would not, individually or in the aggregate, would reasonably be expected to materially and adversely affect the Product Business and the Acquired Assets, taken together as have a wholeMaterial Adverse Effect.

Acquired Contracts. (a) (i) Each of the Acquired Contracts represents a Contract (A) is legal, valid and binding obligation of one or more of on the Sellers and/or its Affiliate(s) party thereto Seller and, to the knowledge of Seller’s Knowledge, the Sellers, each other party thereto, and is enforceable against such Seller and/or its Affiliate and, to the knowledge of the Sellers, each other party thereto, in accordance with its terms, and ; (B) is in full force and effect; and (C) upon consummation of the transactions contemplated hereby, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium shall continue in full force and effect without penalty or other similar Laws relating to or affecting the enforcement of creditors’ rights generally adverse consequences for which Buyer may be responsible; and (ii) general equitable principles (whether considered in a proceeding in equity or at Law). None of the Sellers or any of their respective Affiliates Seller is in material breach of or material default under any of the Acquired Contracts andnot, nor to the Sellers’ knowledgeSeller’s Knowledge, no other party thereto is is, in material breach of of, or material in default under any Acquired Contractunder, and none of the Sellers or any of their respective Affiliates have given or received written or, to the Sellers’ knowledge, unwritten notice to or from any party to an Acquired Contract relating to any such alleged breach or default. None of the Sellers or any of their respective Affiliates has received any written or, to the Sellers’ knowledge, unwritten notice that a party to any Acquired Contract intends with any Material Customer or Material Supplier that is material to cancelthe Business. (b) Following the signing, withdraw, modify or amend such Acquired Contract, nor have the Sellers or any of Seller has at their respective Affiliates given such a written notice to a party to any Acquired Contract. True branch offices true and complete copies of all Acquired Contracts (material to the Business, including those with all schedulesMaterial Customers and Material Suppliers, exhibits, appendices, amendments, modifications and waivers relating thereto) which have been made available to Purchaser Buyer pursuant to Section 7.1(i). All Acquired Contracts are in writing. The Acquired Contracts constitute all of the Contracts, of any nature whatsoever, sufficient and necessary to operate the Business as currently conducted in the Ordinary Course of Business. (c) No event has occurred, and no circumstance or its advisors condition exists, that, with the lapse of time or the giving of notice or both, would to Seller’s Knowledge, (i) result in a violation or breach of any of the provisions of any Acquired Contract in any material respect; (ii) give any Person the right to declare a default or exercise any remedy under any Acquired Contract that is material to the Business; or (iii) give any Person the right to accelerate the maturity or performance of any Acquired Contract or to cancel, terminate or modify any Acquired Contract that is material to the Business. No party to any of the Acquired Contracts has exercised any termination rights, other than in the Ordinary Course of Business, to the Knowledge of the Seller, with respect thereto, and no such party has given written notice of any significant dispute with respect to any Acquired Contract which has not been resolved as of the date hereof. No course of conduct of any party to any Acquired Contract, with respect to the transactions contemplated by this Agreementperformance of its obligations or exercise of its rights thereunder, except is inconsistent with the express terms and conditions of such Acquired Contract. (d) Section 5.11(d) of the Disclosure Schedules sets forth all Contracts with a Material Customer that the Company reasonably anticipates will involve annual payments or consideration furnished (x) to the extent such Contracts have been redacted to (A) enable compliance Company or any of its Subsidiaries of more than $250,000, individually, or together with Laws relating to antitrust or any related Contracts, in the safeguarding of data privacy or (B) exclude commercially sensitive financial information aggregate or (y) as expressly indicated on Schedule 1.1(b) of by the Disclosure Schedules. This Section 4.6(a) shall not apply to the Aclidinium Agreements. (b) Each of the Aclidinium Agreements represents a valid and binding obligation of one or more of the Sellers and/or its Affiliate(s) party thereto, and is enforceable against such Seller and/or its Affiliate in accordance with its terms, and is in full force and effect, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at Law). None of the Sellers Company or any of their respective Affiliates is in breach its Subsidiaries of more than $250,000, individually, or default under together with any of the Aclidinium Agreementsrelated Contracts, except for any breach or default which would not, individually or in the aggregate, reasonably in each case entered into since January 1, 2020 which will require consent from any third Person to be expected assigned to materially and adversely affect the Product Business and Buyer in connection with the Acquired Assets, taken together as Closing. (e) No Contract with a wholeMaterial Supplier will require consent from any third Person to be assigned to the Buyer in connection with the Closing.