Common use of Assigned Contracts Clause in Contracts

Assigned Contracts. True and complete copies of all Assigned Contracts and the leases set forth on Schedule 3.4 have previously been made available to Purchaser or Purchaser’s Advisors. Subject to requisite Bankruptcy Court and Canadian Court approvals being granted, and assumption by the applicable Seller of the applicable Contract in accordance with applicable Law (including satisfaction by Purchaser of any applicable Cure Costs) and except (i) as a result of the commencement of the Bankruptcy Cases and the Canadian Recognition Proceedings and (ii) with respect to any Contract that has previously expired in accordance with its terms, been terminated, restated, or replaced, (A) each Assigned Contract is valid and binding on the Seller that is a party thereto and, to the Knowledge of Sellers, each other party thereto, and is in full force and effect, subject to the Enforceability Exceptions, (B) the applicable Seller, and, to the Knowledge of Sellers, any other party thereto, have performed all obligations required to be performed by it under each Assigned Contract, (C) Sellers have received no written notice of the existence of any breach or default on the part of any Seller under any Assigned Contract, (D) there are no events or conditions which constitute, or, after notice or lapse of time or both, will constitute a default on the part of a Seller, or to the Knowledge of Sellers, any counterparty under such Assigned Contract and (E) to the Knowledge of Sellers, Sellers have not received any written notice from any Person that such Person intends to terminate, or not renew, any Assigned Contract, except in each case of clauses (A) through (E), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Assigned Contracts. True and complete copies of all With respect to the Assigned Contracts and the leases Contracts, except as set forth on Schedule 3.4 have previously been made available to Purchaser or Purchaser’s Advisors. Subject to requisite Bankruptcy Court and Canadian Court approvals being granted3.11, and assumption by the applicable Seller of the applicable Contract in accordance with applicable Law (including satisfaction by Purchaser of any applicable Cure Costs) and except (i) except as a result of of, or arising in connection with, the commencement filing of the Bankruptcy Cases and Cases, no event has occurred that (with due notice or lapse of time or both) would constitute a default or a violation of any such Assigned Contract or would cause the Canadian Recognition Proceedings and acceleration of any obligation of any member of the Seller Group under any Assigned Contract, or, to the Seller’s Knowledge, any other party thereto, other than defaults that have been cured or waived in writing or would not reasonably be expected to be material to the Business, (ii) with respect to any Contract that has previously expired in accordance with its terms, been terminated, restated, or replaced, (A) each Assigned Contract is a legal, valid and binding on obligation of the applicable member of the Seller that is a party thereto Group and, to the Knowledge of SellersSeller’s Knowledge, each other party thereto, and is in full force and effecteffect (except to the extent subject to, subject to and limited by, the Enforceability Exceptions), (Biii) the applicable Seller, and, to the Knowledge of SellersSeller’s Knowledge, any no other party theretoto any Assigned Contract is (with or without the lapse of time or the giving of notice, have performed all obligations required to be performed by it or both) in material breach of or in material default under each any Assigned Contract, Contract and (Civ) Sellers have no party has provided or received no any written notice of the existence any termination of any breach or default on the part Assigned Contract or, to Seller’s Knowledge, any written notice of any Seller intention to terminate any Assigned Contract. Complete and correct copies of each Assigned Contract (including all modifications, amendments, and supplements thereto and waivers thereunder) that are in Seller’s possession have been made available to Purchaser. To Seller’s Knowledge, there are no material disputes pending or threatened in writing under any Assigned Contract, (D) there are no events or conditions which constitute, or, after notice or lapse of time or both, will constitute a default on the part of a Seller, or to the Knowledge of Sellers, any counterparty under such Assigned Contract and (E) to the Knowledge of Sellers, Sellers have not received any written notice from any Person that such Person intends to terminate, or not renew, any Assigned Contract, except in each case of clauses (A) through (E), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Assigned Contracts. True and complete copies of all With respect to the Potential Assigned Contracts and the leases Contracts, except as set forth on Schedule 3.4 have previously been made available to Purchaser or Purchaser’s Advisors. Subject to requisite Bankruptcy Court 3.7 and Canadian Court approvals being granted, and assumption except for any payment defaults by the applicable Seller of the applicable Contract in accordance with applicable Law (including satisfaction by Purchaser of any applicable Cure Costs) and except Sellers, (i) as of the Petition Date, except as a result of of, or arising in connection with, the commencement filing of the Bankruptcy Cases and Cases, the Canadian Recognition Proceedings and (ii) with respect to any Contract that has previously expired in accordance with its terms, been terminated, restated, or replaced, (A) each Assigned Contract is valid and binding on the Seller that is a party thereto and, to the Knowledge of Sellers, each other party thereto, and is in full force and effect, subject to the Enforceability Exceptions, (B) the applicable Seller, and, to the Knowledge of Sellers, any other party thereto, have performed all obligations required to be performed by it under each Assigned Contract, (C) Sellers have not received no any written notice of the existence of any breach default or default on the part of any Seller under any Assigned Contract, event that (D) there are no events or conditions which constitute, or, after with due notice or lapse of time or both, will ) would constitute a default on by the part of a Seller, or to the Knowledge of Sellers, Sellers under any counterparty under such Assigned Contract and (E) to the Knowledge of Sellers, Sellers have not received any written notice from any Person that such Person intends to terminate, or not renew, any Potential Assigned Contract, except other than defaults that have been cured or waived in each case of clauses (A) through (E), as writing or would not, individually or in the aggregate, not reasonably be expected to be material to the Business, (ii) each Potential Assigned Contract is a legal, valid and binding obligation of the Sellers and is in full force and effect (except to the extent subject to, and limited by, the Enforceability Exceptions), and (iii) to the Seller’s Knowledge, no other party to any Potential Assigned Contract is (with or without the lapse of time or the giving of notice, or both) in material breach of or in material default under any Potential Assigned Contract, and (iv) to Seller’s Knowledge, no event has occurred or not occurred, and no condition exists, as a result of the action or inaction of the Sellers or the action or inaction of any third party which, with the passage of time or the giving of notice, or both, will, or would reasonably be expected to, (A) constitute a material default under or a material violation of any Potential Assigned Contract, (B) cause the acceleration of any obligation of the Sellers or, to Seller’s Knowledge, any other party thereto or the creation of a Lien upon any Transferred Asset or (C) give any Person the right to cancel, terminate or modify any Potential Assigned Contract. The Sellers have a Material Adverse Effectmade available to Purchaser true, correct and complete copies of each of the Potential Assigned Contracts listed on Schedule 3.7, together with all amendments thereto.

Assigned Contracts. True 4.16.1 Exhibit B identifies and provides an accurate and complete description of each Assigned Contract. The Seller has delivered to the Buyer accurate and complete copies of all Assigned Contracts and the leases set forth on Schedule 3.4 have previously been made available to Purchaser or Purchaser’s Advisorsidentified in Exhibit B, including all amendments thereto. Subject to requisite Bankruptcy Court and Canadian Court approvals being granted, and assumption by the applicable Seller of the applicable Contract in accordance with applicable Law (including satisfaction by Purchaser of any applicable Cure Costs) and except (i) as a result of the commencement of the Bankruptcy Cases and the Canadian Recognition Proceedings and (ii) with respect to any Contract that has previously expired in accordance with its terms, been terminated, restated, or replaced, (A) each Assigned Each Contract is valid and binding on the Seller that is a party thereto and, to the Knowledge of Sellers, each other party thereto, and is in full force and effect. 4.16.2 Except as set forth in Section 4.16 of the Seller’s Disclosure Schedule: (i) no party has violated or breached, subject to or declared or committed any default under, any Assigned 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 a violation or breach of any of the Enforceability Exceptionsprovisions of any Assigned Contract, (B) give any party the applicable Seller, and, right to the Knowledge of Sellers, declare a default or exercise any other party thereto, have performed all obligations required to be performed by it remedy under each any Assigned Contract, (C) Sellers have give any party the right to accelerate the maturity or performance of any Assigned Contract, or (D) give any party the right to cancel, terminate or modify any Assigned Contract; (iii) the Seller has not received no written any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Business Contract; and (iv) the Seller has not waived any right under any Business Contract. 4.16.3 Except as set forth in Section 4.16 of the existence Seller’s Disclosure Schedule, the Seller has never guaranteed or otherwise agreed to cause, insure or become liable for, and the Seller has never pledged any of its assets to secure, the performance or payment of any breach obligation or default on the part other Liability of any other party. 4.16.4 No party is renegotiating any amount paid or payable to the Seller under any Assigned Contract or any other term or provision of any Assigned Contract; provided, (D) there however, Buyer understands the rights of the parties under Assigned Contracts are no events or conditions which constitute, or, after notice or lapse of time or both, will constitute a default on the part of a Seller, or subject to the Knowledge provisions of Sellers, such contracts. 4.16.5 The Seller has no knowledge of any counterparty basis upon which any party to any Assigned Contract may object to (i) the assignment to the Buyer of any right under such Assigned Contract and (E) to the Knowledge of Sellers, Sellers have not received any written notice from any Person that such Person intends to terminateContract, or not renew, (ii) the delegation to or performance by the Buyer of any obligation under such Assigned Contract, except in each case as specified with the terms of clauses (A) through (E), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectany such contract.

Assigned Contracts. True and complete copies Schedule 2.1 to the Seller Disclosure Memorandum sets forth a list of all of the contracts related to the Assets, including the Product Candidates and the Programs that are to be assigned to the Buyers at the Closing (the "Assigned Contracts"). All the Assigned Contracts are valid, binding and the leases set forth on Schedule 3.4 have previously been made available to Purchaser or Purchaser’s Advisors. Subject to requisite Bankruptcy Court and Canadian Court approvals being granted, and assumption by the applicable Seller of the applicable Contract enforceable in accordance with applicable Law (including satisfaction their terms by Purchaser of any applicable Cure Costs) and except (i) as a result of the commencement of the Bankruptcy Cases and the Canadian Recognition Proceedings and (ii) with respect to any Contract that has previously expired in accordance with its terms, been terminated, restated, or replaced, (A) against each Assigned Contract is valid and binding on the Seller that is a party thereto to such Assigned Contract and, to the Knowledge knowledge of Sellerseach Seller, each other party thereto, and is are in full force and effect. Each Seller has performed in all material respects all obligations imposed on it thereunder, subject to the Enforceability Exceptions, (B) the applicable Seller, andand no Seller nor, to the Knowledge knowledge of Sellersany Seller, any other party theretothereto is in default thereunder. To the knowledge of each Seller, and except as would not reasonably be expected to have performed all obligations required to be performed by it under each Assigned Contracta Program Material Adverse Effect, no event has occurred, and no circumstance or condition exists, that would (C) Sellers have received no written notice of the existence of any breach with or default on the part of any Seller under any Assigned Contract, (D) there are no events or conditions which constitute, or, after without notice or lapse of time or both, will time) (i) constitute a default on by any Seller or, to the part knowledge of a any Seller, any other party thereunder, (ii) result in a violation or breach of any of the provisions of the Assigned Contracts, (iii) give any Person the right to declare a default or exercise any remedy for default under the Assigned Contracts or (iv) give any Third Party the right to cancel, terminate or modify any of the Assigned Contracts (except to the Knowledge of Sellers, extent any counterparty under such Assigned Contract and (E) to is by its terms terminable, cancelable or modifiable by such Third Party upon prior notice or after the Knowledge expiration of Sellers, a specified term). The Sellers have not received any written notice from regarding any Person that such Person intends actual or alleged violation, breach or default under any of the Assigned Contracts. As of the date of this Agreement, the Sellers are not directly and actively engaged in any renegotiation of any amounts paid or payable to terminatethe Sellers under any of the Assigned Contracts or any other material term or material provision of any of the Assigned Contracts. True and complete copies of each Assigned Contract have been delivered to the Buyers by the Sellers, and there is no legally enforceable agreement (written or not renew, oral) between any Seller and any other party to any Assigned ContractContract that amends, modifies or interprets or purports to amend, modify or interpret the terms of any Assigned Contract (except in each case for the Required Consents). Schedule 4.6 to the Seller Disclosure Memorandum sets forth a list of clauses all Assigned Contracts that require the consent or waiver of any party to such Assigned Contract as a result of the transactions contemplated hereby (A) through (Ethe "Required Consents"); provided, however, that certain of the consents will not be obtained prior to the Closing Date, as would not, individually or in set forth on Schedule 4.3 to the aggregate, reasonably be expected to have a Material Adverse EffectSeller Disclosure Memorandum).

Assigned Contracts. True 4.14.1 Exhibit A identifies and provides an accurate and complete ---------- description of each Assigned Contract. The Seller has delivered to the Buyer accurate and complete copies of all Assigned Contracts and the leases set forth on Schedule 3.4 have previously been made available to Purchaser or Purchaser’s Advisorsidentified in Exhibit A, including ---------- all amendments thereto. Subject to requisite Bankruptcy Court and Canadian Court approvals being granted, and assumption by the applicable Seller of the applicable Contract in accordance with applicable Law (including satisfaction by Purchaser of any applicable Cure Costs) and except (i) as a result of the commencement of the Bankruptcy Cases and the Canadian Recognition Proceedings and (ii) with respect to any Contract that has previously expired in accordance with its terms, been terminated, restated, or replaced, (A) each Assigned Each Contract is valid and binding on the Seller that is a party thereto and, to the Knowledge of Sellers, each other party thereto, and is in full force and effect. 4.14.2 Except as set forth in Section 4.14 of the Seller's Disclosure Schedule: (i) no party has violated or breached, subject to or declared or committed any default under, any Assigned 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 a violation or breach of any of the Enforceability Exceptionsprovisions of any Assigned Contract, (B) give any party the applicable Seller, and, right to the Knowledge of Sellers, declare a default or exercise any other party thereto, have performed all obligations required to be performed by it remedy under each any Assigned Contract, (C) Sellers have give any party the right to accelerate the maturity or performance of any Assigned Contract, or (D) give any party the right to cancel, terminate or modify any Assigned Contract; (iii) the Seller has not received no written any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Business Contract; and (iv) the Seller has not waived any right under any Business Contract. 4.14.3 Set forth on Section 4.14 of the existence Seller Disclosure Letter is a true, correct and complete list of all pre-paid accounts underlying the Assigned Contracts; 4.14.4 Except as set forth in Section 4.14 of the Seller's Disclosure Schedule, the Seller has never guaranteed or otherwise agreed to cause, insure or become liable for, and the Seller has never pledged any of its assets to secure, the performance or payment of any breach obligation or default on the part other Liability of any other party. 4.14.5 No party is renegotiating, or has the right to renegotiate, any amount paid or payable to the Seller under any Assigned Contract or any other term or provision of any Assigned Contract, . 4.14.6 The Seller has no knowledge of any basis upon which any party to any Assigned Contract may object to (Di) there are no events or conditions which constitute, or, after notice or lapse of time or both, will constitute a default on the part of a Seller, or assignment to the Knowledge Buyer of Sellers, any counterparty right under such Assigned Contract and (E) to the Knowledge of Sellers, Sellers have not received any written notice from any Person that such Person intends to terminateContract, or not renew, (ii) the delegation to or performance by the Buyer of any obligation under such Assigned Contract, except in each case of clauses (A) through (E), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Assigned Contracts. True (a) Seller has delivered to Buyer true, complete and complete accurate copies of all Assigned Contracts Contracts, including all amendments and other changes thereto. Except for the leases set forth on Schedule 3.4 have previously been made available Assigned Contracts, neither Seller nor any of its Affiliates is a party to Purchaser any other Contract, whether written or Purchaser’s Advisors. Subject oral, or arising out of any course of conduct, course of dealings, or any actions of any party, with any counterparty to requisite Bankruptcy Court and Canadian Court approvals being grantedan Assigned Contract or any customer of the DMS Service Business or their respective Affiliates. (b) Seller is not in breach or default under the terms of any Assigned Contract, and assumption by there exists no event, condition or occurrence that (with or without due notice or lapse of time, or both) would constitute such a breach or default, nor has Seller received any written or, to the applicable Seller knowledge of the applicable Contract in accordance with applicable Law (including satisfaction by Purchaser Seller, other notice of any applicable Cure Costs) and except (i) as a result of the commencement of the Bankruptcy Cases and the Canadian Recognition Proceedings and (ii) with respect breach or default or alleged breach or default under any Assigned Contract. No other party to any Contract that has previously expired in accordance with its terms, been terminated, restated, or replaced, (A) each Assigned Contract is valid in breach or default under the terms thereof and binding on the there exists no event, condition or occurrence that (with or without due notice or lapse of time, or both) would constitute such a breach or default by any such party, nor has Seller that is a party thereto andreceived any written or, to the Knowledge knowledge of SellersSeller, each other party thereto, and is notice of any breach or default by any such party. (c) The Assigned Contracts are in full force and effect, subject to the Enforceability Exceptions, (B) the applicable Seller, valid and binding obligations of Seller and, to the Knowledge knowledge of SellersSeller, the other parties thereto, and enforceable in accordance with their respective terms, except as such enforceability may be limited by the Enforceability Exceptions. Seller has not received any written or, to the knowledge of Seller, other notice of cancellation, revocation or termination of any of the Assigned Contracts, nor are there any facts or circumstances that could reasonably be expected to lead to any such cancellation, revocation or termination, including receipt of any notice threatening cancellation, revocation or termination. Seller has not received written or, to the knowledge of Seller, other notice of any claim, dispute or controversy with respect to any Assigned Contract nor are there any facts or circumstances that could reasonably be expected to lead to any such claim, dispute or controversy with respect to any Assigned Contract. There are not, and have not been since the Acquisition Date, any other party thereto, have performed all obligations required to be performed by it under each Assigned Contract, (C) Sellers have received no written notice of the existence of material disputes between Seller and any breach or default on the part of any Seller customer under any Assigned Contract, (D) there are no events or conditions which constitute, or, after notice or lapse of time or both, will constitute a default on the part of a Seller, or to the Knowledge of Sellers, any counterparty under such Assigned Contract and (E) to the Knowledge of Sellers, Sellers have . Seller has not received any written notice or, to the knowledge of Seller, other request from a customer for material modifications to the terms of any Person that such Person intends to terminateAssigned Contract or for any material concessions. (d) Except as set forth in Section 3.8(d) of the Disclosure Schedule, no consent of, or not renewnotice to, any third party is required under any Assigned ContractContract as a result of or in connection with, and neither the enforceability nor any of the terms or provisions of any Assigned Contract will (assuming the due authorization, execution and delivery by the other parties thereto) be affected in any manner by, the execution, delivery and performance of this Agreement or any Related Agreement, or the transactions contemplated hereby or thereby, except as such enforceability may be limited by the Enforceability Exceptions. (e) There exist no product or service warranties or guarantees, express or implied, written or oral, with respect to the Assigned Contracts other than those warranties and guarantees expressly set forth in each case the Assigned Contracts. All services provided under the Assigned Contracts, whether break/fix or preventative maintenance, have been provided in material compliance with the terms of clauses the Assigned Contracts and were rendered in full compliance with any applicable manufacturer guidelines for equipment being serviced under the Assigned Contracts. Section 3.8(e) of the Disclosure Schedule sets forth a list of disputes (A) through (Eevidenced in writing), as would notwritten complaints, individually warranty claims or in Actions arising under or relating to the aggregate, reasonably be expected to have a Material Adverse EffectAssigned Contracts since the Acquisition Date.

Assigned Contracts. True and complete copies (a) Section 2.1 to the Transferor Disclosure Letter sets forth a list of all of the contracts related to the Acquired Assets, including the Product Candidates and the Programs, that are to be assigned to the Acquirer at the Closing (the “Assigned Contracts”). All the Assigned Contracts are valid, binding and the leases set forth on Schedule 3.4 have previously been made available to Purchaser or Purchaser’s Advisors. Subject to requisite Bankruptcy Court and Canadian Court approvals being granted, and assumption by the applicable Seller of the applicable Contract enforceable in accordance with applicable Law (including satisfaction their terms by Purchaser of any applicable Cure Costs) and except (i) as a result of against the commencement of the Bankruptcy Cases and the Canadian Recognition Proceedings and (ii) with respect to any Contract that has previously expired in accordance with its terms, been terminated, restated, or replaced, (A) each Assigned Contract is valid and binding on the Seller that is a party thereto Transferor and, to the Knowledge knowledge of Sellersthe Transferor, each other party thereto, and is are in full force and effect. Except as set forth in Section 6.6 of the Transferor Disclosure Letter, subject to the Enforceability Exceptions, (B) the applicable Seller, and, to the Knowledge of Sellers, any other party thereto, have Transferor has performed in all material respects all obligations required to be performed by imposed on it under each Assigned Contract, (C) Sellers have received no written notice thereunder. To the knowledge of the existence Transferor, and except as set forth in Section 6.6 of any breach or default on the part of any Seller under any Assigned ContractTransferor Disclosure Letter, (D) there are no events or conditions which constitute, or, after notice or lapse of time or both, will constitute a default on the part of a Seller, or to the Knowledge of Sellers, any counterparty under such Assigned Contract and (E) to the Knowledge of Sellers, Sellers have would not received any written notice from any Person that such Person intends to terminate, or not renew, any Assigned Contract, except in each case of clauses (A) through (E), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no event has occurred, and no circumstance or condition exists, that would (with or without notice or lapse of time) (i) constitute a default by the Transferor or, to the knowledge of the Transferor , any other party thereto, under the Assigned Contracts; (ii) result in a violation or breach of any of the provisions of the Assigned Contracts; (iii) give any Person the right to declare a default or exercise any remedy for default under the Assigned Contracts; or (iv) give any Third Party the right to cancel, terminate or modify any of the Assigned Contracts (except to the extent any such Assigned Contract is by its terms terminable, cancelable or modifiable by such Third Party upon prior notice or after the expiration of a specified term). Since April 18, 2002, the Transferor has not received any written notice of any actual or alleged violation, breach or default by Transferor under any of the Assigned Contracts that has not been cured as of the Execution Date. As of the date of this Agreement, the Transferor is not directly and actively engaged in any renegotiation of any amounts paid or payable to the Transferor under any of the Assigned Contracts or any other material term or material provision of any of the Assigned Contracts. True and complete copies of each Assigned Contract have been delivered to the Acquirer by the Transferor, and there is no legally enforceable agreement (written or oral) between any Transferor and the other party to any Assigned Contract that amends or modifies the terms of any Assigned Contract (except for the Required Consents that have not been delivered to Acquirer). Section 6.6 to the Transferor Disclosure Letter sets forth a list of all Assigned Contracts that require the consent or waiver of any party to such Assigned Contract as a result of the transactions contemplated hereby, except where the failure to obtain such consent or waiver would not have a Material Adverse Effect (the “Required Consents”). (b) The Transferor is not a party to any contract containing non-competition clauses, restrictive covenants or similar provisions that would limit the Acquirer’s ability after the Closing to engage in any line of business in any geographic area or to compete against any Person.

Assigned Contracts. True (a) Exhibit A identifies each Assigned Contract. The Seller has delivered to the Purchaser accurate and complete copies of all Assigned Contracts and the leases set forth on Schedule 3.4 have previously been made available to Purchaser or Purchaser’s Advisorsidentified in Exhibit A, including all amendments thereto. Subject to requisite Bankruptcy Court and Canadian Court approvals being granted, and assumption by the applicable Seller of the applicable Contract in accordance with applicable Law (including satisfaction by Purchaser of any applicable Cure Costs) and except (i) as a result of the commencement of the Bankruptcy Cases and the Canadian Recognition Proceedings and (ii) with respect to any Contract that has previously expired in accordance with its terms, been terminated, restated, or replaced, (A) each Assigned Each Contract is valid and binding on the Seller that is a party thereto and, to the Knowledge of Sellers, each other party thereto, and is in full force and effect. (b) Except as set forth in Schedule 3.13 of the Seller’s Disclosure Schedule: (i) no party has violated or breached, subject to or declared or committed any default under, any material provision of an Assigned 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 a violation or breach of any of the Enforceability Exceptionsmaterial provisions of any Assigned Contract, (B) give any party the applicable Seller, and, right to the Knowledge of Sellers, declare a default or exercise any other party thereto, have performed all obligations required to be performed by it remedy under each any Assigned Contract, (C) Sellers have give any party the right to accelerate the maturity or performance of any Assigned Contract, or (D) give any party the right to cancel, terminate or modify any Assigned Contract; (iii) the Seller has not received no written any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or material breach of, or default under, any Assigned Contract; and (iv) the Seller has not waived any material right under any Assigned Contract. (c) Except as set forth in Schedule 3.13 of the existence Seller’s Disclosure Schedule, the Seller has not guaranteed or otherwise agreed to cause, insure or become liable for, and the Seller has never pledged any of its assets to secure, the performance or payment of any breach obligation or default on the part other Liability of any other party. (d) No party is renegotiating, or has the right to renegotiate, any amount paid or payable to the Seller under any Assigned Contract or any other material term or provision of any Assigned Contract, . (De) there are The Seller has no events or conditions knowledge of any basis upon which constitute, or, after notice or lapse of time or both, will constitute a default on any party to any Assigned Contract may object to (i) the part of a Seller, or assignment to the Knowledge Purchaser of Sellers, any counterparty right under such Assigned Contract and (E) to the Knowledge of Sellers, Sellers have not received any written notice from any Person that such Person intends to terminateContract, or not renew, (ii) the delegation to or performance by the Purchaser of any obligation under such Assigned Contract, except in each case of clauses (A) through (E), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Assigned Contracts. True and complete copies (a) Section 2.1 to the Transferor Disclosure Letter sets forth a list of all of the contracts related to the Acquired Assets, including the Product Candidates and the Programs, that are to be assigned to the Acquirer at the Closing (the "Assigned Contracts"). All the Assigned Contracts are valid, binding and the leases set forth on Schedule 3.4 have previously been made available to Purchaser or Purchaser’s Advisors. Subject to requisite Bankruptcy Court and Canadian Court approvals being granted, and assumption by the applicable Seller of the applicable Contract enforceable in accordance with applicable Law (including satisfaction their terms by Purchaser of any applicable Cure Costs) and except (i) as a result of against the commencement of the Bankruptcy Cases and the Canadian Recognition Proceedings and (ii) with respect to any Contract that has previously expired in accordance with its terms, been terminated, restated, or replaced, (A) each Assigned Contract is valid and binding on the Seller that is a party thereto Transferor and, to the Knowledge knowledge of Sellersthe Transferor, each other party thereto, and is are in full force and effect. Except as set forth in Section 6.6 of the Transferor Disclosure Letter, subject to the Enforceability Exceptions, (B) the applicable Seller, and, to the Knowledge of Sellers, any other party thereto, have Transferor has performed in all material respects all obligations required to be performed by imposed on it under each Assigned Contract, (C) Sellers have received no written notice thereunder. To the knowledge of the existence Transferor, and except as set forth in Section 6.6 of any breach or default on the part of any Seller under any Assigned ContractTransferor Disclosure Letter, (D) there are no events or conditions which constitute, or, after notice or lapse of time or both, will constitute a default on the part of a Seller, or to the Knowledge of Sellers, any counterparty under such Assigned Contract and (E) to the Knowledge of Sellers, Sellers have would not received any written notice from any Person that such Person intends to terminate, or not renew, any Assigned Contract, except in each case of clauses (A) through (E), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no event has occurred, and no circumstance or condition exists, that would (with or without notice or lapse of time) (i) constitute a default by the Transferor or, to the knowledge of the Transferor, any other party thereto, under the Assigned Contracts; (ii) result in a violation or breach of any of the provisions of the Assigned Contracts; (iii) give any Person the right to declare a default or exercise any remedy for default under the Assigned Contracts; or (iv) give any Third Party the right to cancel, terminate or modify any of the Assigned Contracts (except to the extent any such Assigned Contract is by its terms terminable, cancelable or modifiable by such Third Party upon prior notice or after the expiration of a specified term). Since April 18, 2002, the Transferor has not received any written notice of any actual or alleged violation, breach or default by Transferor under any of the Assigned Contracts that has not been cured as of the Execution Date. As of the date of this Agreement, the Transferor is not directly and actively engaged in any renegotiation of any amounts paid or payable to the Transferor under any of the Assigned Contracts or any other material term or material provision of any of the Assigned Contracts. True and complete copies of each Assigned Contract have been delivered to the Acquirer by the Transferor, and there is no legally enforceable agreement (written or oral) between any Transferor and the other party to any Assigned Contract that amends or modifies the terms of any Assigned Contract (except for the Required Consents that have not been delivered to Acquirer). Section 6.6 to the Transferor Disclosure Letter sets forth a list of all Assigned Contracts that require the consent or waiver of any party to such Assigned Contract as a result of the transactions contemplated hereby, except where the failure to obtain such consent or waiver would not have a Material Adverse Effect (the "Required Consents"). (b) The Transferor is not a party to any contract containing non-competition clauses, restrictive covenants or similar provisions that would limit the Acquirer's ability after the Closing to engage in any line of business in any geographic area or to compete against any Person.

Assigned Contracts. True 4.15.1 Exhibit B identifies and provides an accurate and complete description of each Assigned Contract. The Seller has delivered to the Buyer accurate and complete copies of all Assigned Contracts and the leases set forth on Schedule 3.4 have previously been made available to Purchaser or Purchaser’s Advisorsidentified in Exhibit B, including all amendments thereto. Subject to requisite Bankruptcy Court and Canadian Court approvals being granted, and assumption by the applicable Seller of the applicable Contract in accordance with applicable Law (including satisfaction by Purchaser of any applicable Cure Costs) and except (i) as a result of the commencement of the Bankruptcy Cases and the Canadian Recognition Proceedings and (ii) with respect to any Contract that has previously expired in accordance with its terms, been terminated, restated, or replaced, (A) each Assigned Each Contract is valid and binding on the Seller that is a party thereto and, to the Knowledge of Sellers, each other party thereto, and is in full force and effect. 4.15.2 Except as set forth in Section 4.15 of the Seller’s Disclosure Schedule: (i) no party has violated or breached, subject to or declared or committed any default under, any Assigned 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 a violation or breach of any of the Enforceability Exceptionsprovisions of any Assigned Contract, (B) give any party the applicable Seller, and, right to the Knowledge of Sellers, declare a default or exercise any other party thereto, have performed all obligations required to be performed by it remedy under each any Assigned Contract, (C) Sellers have give any party the right to accelerate the maturity or performance of any Assigned Contract, or (D) give any party the right to cancel, terminate or modify any Assigned Contract; (iii) the Seller has not received no written any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Business Contract; and (iv) the Seller has not waived any right under any Business Contract. 4.15.3 Except as set forth in Section 4.15 of the existence Seller’s Disclosure Schedule, the Seller has never guaranteed or otherwise agreed to cause, insure or become liable for, and the Seller has never pledged any of its assets to secure, the performance or payment of any breach obligation or default on the part other Liability of any other party. 4.15.4 No party is renegotiating, or has the right to renegotiate, any amount paid or payable to the Seller under any Assigned Contract or any other term or provision of any Assigned Contract, . 4.15.5 The Seller has no knowledge of any basis upon which any party to any Assigned Contract may object to (Di) there are no events or conditions which constitute, or, after notice or lapse of time or both, will constitute a default on the part of a Seller, or assignment to the Knowledge Buyer of Sellers, any counterparty right under such Assigned Contract and (E) to the Knowledge of Sellers, Sellers have not received any written notice from any Person that such Person intends to terminateContract, or not renew, (ii) the delegation to or performance by the Buyer of any obligation under such Assigned Contract, except in each case of clauses (A) through (E), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Assigned Contracts. True and complete copies of all Assigned Contracts and the leases set forth on Schedule 3.4 have previously been made available to Purchaser or Purchaser’s Advisors. Subject to requisite Bankruptcy Court and Canadian Court approvals being granted, and assumption by the applicable Seller of the applicable Contract in accordance with applicable Law (including satisfaction by Purchaser of any applicable Cure Costs) and except (i) as a result of the commencement of the Bankruptcy Cases and the Canadian Recognition Proceedings and (ii) with respect to any Contract that has previously expired in accordance with its terms, been terminated, restated, or replaced, (A) each Each Assigned Contract is valid legal, valid, binding, enforceable and binding on the Seller that is a party thereto and, to the Knowledge of Sellers, each other party thereto, and is in full force and effecteffect against the applicable Seller and, to Sellers’ Knowledge, against each counterparty thereto, subject to the Enforceability Exceptions. No Seller or, (B) to Sellers’ Knowledge, no counterparty to an Assigned Contract is in breach or default, in any material respect, under such Assigned Contract and to Sellers’ Knowledge, no event has occurred or circumstance exists which, with notice, lapse of time or both would constitute such a material breach or default, and during the applicable last twelve months, no Seller Party has received any written or, to Seller’s Knowledge, andother notice of any alleged default. No Party to an Assigned Contract has terminated, materially modified, accelerated or cancelled such Assigned Contract nor, to the Knowledge of the Sellers, does any other party theretocounterparty to an Assigned Contract intend to do so. Buyer has been provided with a true, have performed all obligations required to be performed by it under correct and complete copy of each Assigned Contract. Except for (i) each of the Contracts set forth on Schedule 2.7, (Cii) Sellers any Contracts of insurance, (iii) intercompany arrangements in respect of or relating to the Purchased Assets, each of which will be terminated as of Closing with no further obligations or liabilities to any part thereto, and (iv) any Contract that will have received no written notice effect on Buyer, the Purchased Assets or Buyer’s ownership of the existence Purchased Assets from and after the Closing Date, none of any breach or default on the part of any Seller under any Assigned Contract, (D) there are no events or conditions which constitute, or, after notice or lapse of time or both, will constitute a default on the part of a SellerPurchased Assets is subject to, or the subject of, any Contract or agreement (whether written or oral), including any lease, other than the Assigned Contracts. As of the date hereof, Sellers and their Affiliates have purchased Parts and Services (as defined in the GE MMP Contract) from GE pursuant to the Knowledge of SellersGE MMP Contract in an aggregate amount equal to at least $12,500,000, any counterparty under such Assigned Contract and which amount is credited in full against the Minimum Spend Amount (E) to the Knowledge of Sellers, Sellers have not received any written notice from any Person that such Person intends to terminate, or not renew, any Assigned Contract, except in each case of clauses (A) through (E), as would not, individually or defined in the aggregate, reasonably be expected to have a Material Adverse Effect.GE MMP Contract). 57073941 ACTIVE/131483433.18 #205642 v2

Assigned Contracts. True a. Schedule 5.6(a) describes each Contract included in the Acquired Assets and complete copies of all being assigned to and assumed by Buyer (the “Assigned Contracts and the leases set forth on Schedule 3.4 have previously been made available to Purchaser or Purchaser’s AdvisorsContracts”). Subject to requisite Bankruptcy Court and Canadian Court approvals being granted, and assumption by the applicable Seller of the applicable Contract in accordance with applicable Law (including satisfaction by Purchaser of any applicable Cure Costs) and except (i) as a result of the commencement of the Bankruptcy Cases and the Canadian Recognition Proceedings and (ii) with respect to any Contract that has previously expired in accordance with its terms, been terminated, restated, or replaced, (A) each Each Assigned Contract is valid and binding on the Seller that is a party thereto and, to the Knowledge of Sellers, each other party thereto, in accordance with its terms and is in full force and effect, subject to the Enforceability Exceptions, (B) the applicable Seller, and. None of Seller or, to the Knowledge of SellersSeller’s Knowledge, any other party thereto, have performed all obligations required thereto is in material breach of or default under (or is alleged to be performed by it under each Assigned Contractin material breach of or default under), (C) Sellers have or has provided or received no written any notice of the existence of any breach or default on the part of any Seller under intention to terminate, any Assigned Contract. No event or circumstance has occurred that, (D) there are no events with or conditions which constitute, or, after without notice or lapse of time or both, will would constitute an event of default under any Assigned Contract or result in a default on termination thereof or would cause or permit the part acceleration or other changes of a any right or obligation or the loss of benefit thereunder. Complete and correct copies of each Assigned Contract have been made available to Buyer. To Seller’s Knowledge, there are no disputes pending or threatened under any Assigned Contract. To Seller’s Knowledge, Seller has not received any notice or other communication (in writing or otherwise), nor has it received any other information, indicating that any party to an Assigned Contract may cease dealing with Seller, or may otherwise reduce the volume of business transacted by such Person with Seller, below historical levels. b. Schedule 5.6(b) sets forth a true, accurate and complete list of each of the Contracts (i) to which the Knowledge of SellersSeller is a party or by which the Seller is obligated, any counterparty under such Assigned Contract (ii) that is listed on Schedule 5.6(a) and (Eiii) to has generated annual revenues greater than five percent (5%) of the Knowledge aggregate revenue generated by all of Sellers, Sellers have not received any written notice from any Person that such Person intends to terminate, or not renew, any the Assigned Contract, except in each case of clauses Contracts for fiscal year 2015 (A) through (Ethe “Material Contracts”), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Assigned Contracts. True Except for (i) the Excluded Contracts, (ii) commercial off-the-shelf software licenses valued at less than $250,000 annually and (iii) Contracts provided in the Data Room as of December 11, 2015, neither the Seller nor any of its Subsidiaries is a party to or bound by any Contract required for, related to, or used in connection with the Business, the Purchased Assets or the Assumed Liabilities other than the Assigned Contracts. The Seller has made available to the Buyer a true, correct and complete copies copy of all each written Assigned Contracts Contract. Schedule 3.10 sets forth a true, correct and complete description of the leases material terms of each unwritten Contract related to the Business, the Purchased Assets or the Assumed Liabilities. Except as set forth on Schedule 3.4 have previously been made available to Purchaser or Purchaser’s Advisors. Subject to requisite Bankruptcy Court and Canadian Court approvals being granted3.10, and assumption by the applicable Seller of the applicable each Assigned Contract in accordance with applicable Law (including satisfaction by Purchaser of any applicable Cure Costs) and except is (i) as a result of valid, binding, in full force and effect, and enforceable by the commencement of Seller or its Subsidiaries against the Bankruptcy Cases and the Canadian Recognition Proceedings and (ii) with respect to any Contract that has previously expired parties thereto in accordance with its terms, been terminated, restated, or replaced, (A) each Assigned Contract is valid and binding on except as such enforceability may be limited by the Seller that is a party thereto and, to the Knowledge of Sellers, each other party thereto, and is in full force and effect, subject to the General Enforceability Exceptions, (B) the applicable Seller, and, to the Knowledge of SellersSeller’s Knowledge, is not subject to any other party theretomaterial claims, have performed all obligations required to be performed by it under each Assigned Contractcharges, set-offs or defenses, (Cii) Sellers have received no written notice neither the Seller nor any of its Subsidiaries is in material breach or material default under any of the existence Assigned Contracts, nor has any event occurred which with the giving of any breach notice or the passage of time (or both) would constitute a violation, breach, or event of default on the part of any Seller under any Assigned Contract, (D) there are no events or conditions which constitute, oralleged violation or condition that, after notice or lapse of time or both, will would constitute a violation, breach or event of default on thereunder by the part Seller or any of a Sellerits Subsidiaries, or or, to the Knowledge of Sellersthe Seller, any counterparty other party thereto, or (iii) neither the Seller nor any of its Subsidiaries has waived any material rights under such any of the Assigned Contract and (E) Contracts, or modified any material terms thereof. There are no disputes pending or, to the Knowledge of Sellersthe Seller, Sellers have not received any written notice from any Person that such Person intends to terminate, or not renew, threatened under any Assigned Contract, except in each case of clauses (A) through (E), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Assigned Contracts. True (a) Section 5.13 of the Disclosure Schedules includes, a complete list of all Assigned Contracts, except for Contracts which, individually or cumulatively, the inclusion or exclusion of which, would not reasonably be expected to result in a Material Adverse Effect, and (2) Purchaser has been provided true and complete copies of all of the foregoing Assigned Contracts and the leases set forth on Schedule 3.4 have previously been made available to Purchaser in Seller’s possession or Purchaser’s Advisors. Subject to requisite Bankruptcy Court and Canadian Court approvals being granted, and assumption by the applicable Seller of the applicable Contract in accordance with applicable Law reasonable control. (including satisfaction by Purchaser of any applicable Cure Costsb) and except (i) as a result of the commencement of the Bankruptcy Cases and the Canadian Recognition Proceedings and (ii) with respect to any Contract that has previously expired in accordance with its terms, been terminated, restated, or replaced, (A) each Each Assigned Contract is valid and binding on the Seller that is a party thereto and, to the Knowledge of Sellers, each other party thereto, in accordance with its terms and is in full force and effect, subject to the Enforceability Exceptions, (B) the applicable Seller, and. None of Seller or, to the Knowledge of SellersSeller’s knowledge, any other party thereto, have performed all obligations required thereto (1) is in breach of or default under (or is alleged to be performed by it under each in breach of or default under), or (2) has provided or received any notice of any intention to terminate, any Assigned Contract. To Seller’s knowledge, (C) Sellers have received no written notice of the existence of any breach event or default circumstance on the part of any Seller under any Assigned Contracthas occurred that, (D) there are no events or conditions which constitute, or, after with notice or lapse of time or both, will would, individually or cumulatively, constitute an event of default under any Assigned Contract or result in a default termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. To Seller’s knowledge, no event or circumstance on the part of a Sellerany third party thereto has occurred that, with notice or to the Knowledge lapse of Sellerstime or both, would, individually or cumulatively, constitute an event of default under any counterparty under such Assigned Contract and (E) or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. There are no material disputes pending or, to the Knowledge of SellersSeller’s knowledge, Sellers have not received any written notice from any Person that such Person intends to terminate, or not renew, threatened under any Assigned Contract, except in each case of clauses . (Ac) through (E), as would not, individually The Assigned Contracts are the only Contracts that are material to the Business or in the aggregate, reasonably be expected to have a Material Adverse EffectPurchased Assets.

Assigned Contracts. True and complete copies of all Assigned Contracts and the any leases set forth on Schedule 3.4 have previously been made available to Purchaser or Purchaser’s Advisors. Subject to requisite Bankruptcy Court and Canadian Court approvals being granted, and assumption by the applicable Seller of the applicable Contract in accordance with applicable Law (including satisfaction by Purchaser and the Sellers of any applicable Cure Costs) and except (i) as a result of the commencement of the Bankruptcy Cases and the Canadian Recognition Proceedings and (ii) with respect to any Contract that has previously expired in accordance with its terms, been terminated, restated, or replaced, (A) each Assigned Contract is valid and binding on the Seller that is a party thereto and, to the Knowledge of Sellers, each other party thereto, and is in full force and effect, subject to the Enforceability Exceptions, (B) the applicable Seller, and, to the Knowledge of Sellers, any other party thereto, have performed all obligations required to be performed by it under each Assigned Contract, (C) Sellers have received no written notice of the existence of any breach or default on the part of any Seller under any Assigned Contract, (D) there are no events or conditions which constitute, or, after notice or lapse of time or both, will constitute a default on the part of a Seller, or to the Knowledge of Sellers, any counterparty under such Assigned Contract and (E) to the Knowledge of Sellers, Sellers have not received any written notice from any Person that such Person intends to terminate, or not renew, any Assigned Contract, except in each case of clauses (A) through (E), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Assigned Contracts. True Except as set forth in Section 2.6 to the Seller's Disclosure Schedule: (a) each Required Contract and complete copies of all Assigned Consent Contract that is assigned to the Buyer (such Required Contracts and the leases set forth on Schedule 3.4 have previously been made available Consent Contracts being collectively referred to Purchaser or Purchaser’s Advisors. Subject to requisite Bankruptcy Court and Canadian Court approvals being granted, and assumption by the applicable Seller herein of the applicable Contract in accordance with applicable Law (including satisfaction by Purchaser of any applicable Cure CostsSeller's as the "Assigned Contracts") and except (i) as is a result of the commencement of the Bankruptcy Cases and the Canadian Recognition Proceedings and (ii) with respect to any Contract that has previously expired in accordance with its terms, been terminated, restated, or replaced, (A) each Assigned Contract is valid and binding on agreement of the Seller that is a party thereto and, to the Knowledge best knowledge, of Sellers, each of the other party parties thereto, and is in full force and effect, subject to the Enforceability Exceptions, ; (Bb) the applicable Seller, and, Seller has not failed to the Knowledge fulfill any of Sellers, any other party thereto, have performed all its material obligations required to be performed by it pursuant to the Assigned Contracts to the extent that any such failure, alone or together with any other such failure, may have a material adverse effect on the Operations or the Buyer's ability to perform its obligations under each the Services Agreement; (c) the Seller is not in breach of or default under any Assigned ContractContract in any material respect, and no event has occurred which with the passage of time or giving of notice or both would constitute, in any material respect, a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (Cd) Sellers have received no written notice to the best of the existence of any Seller's knowledge, there is no existing material breach or default on the part of by any Seller under other party to any Assigned Contract, (D) there are and no events or conditions event has occurred which constitute, or, after notice or lapse with the passage of time or both, will giving of notice or both would constitute a material default on by such other party, result in a material loss of rights or result in the part creation of a Sellerany material lien, charge or encumbrance thereunder or pursuant thereto; and (e) the continuation, validity and effectiveness of each Assigned Contract will not be affected by the transfer from the Seller to the Knowledge of Sellers, any counterparty Buyer under such Assigned Contract and (E) this Agreement. The representations contained in this Section 2.6 regarding the Consent Contracts that are assigned to the Knowledge Buyer are not made by the Seller at the time of Sellers, Sellers have not received any written notice from any Person that such Person intends to terminate, or not renew, any Assigned Contract, except in each case execution and delivery of clauses (A) through (E), this Agreement but will be made as would not, individually or in of the aggregate, reasonably be expected to have a Material Adverse EffectClosing Date.

Assigned Contracts. True and complete copies of all Assigned Contracts and the leases (i) Except as set forth on Schedule 3.4 have previously been made available to Purchaser or Purchaser’s Advisors. Subject to requisite Bankruptcy Court and Canadian Court approvals being granted, and assumption by the applicable Seller of the applicable Contract in accordance with applicable Law (including satisfaction by Purchaser of any applicable Cure Costs) and except (i) as a result of the commencement of the Bankruptcy Cases and the Canadian Recognition Proceedings and (ii4(d)(i) with respect to any Contract contracts that has previously expired in accordance with its terms, been have terminated, restated, or replaced, (A) each Assigned Contract is valid and binding on the Seller that is a party thereto andvalid, to the Knowledge of Sellers, each other party thereto, and is in full force and effect, subject and is enforceable by the Sellers entering into such Assigned Contract in accordance with its terms and upon the consummation of the transactions contemplated hereby, will continue to be legal, valid, binding, enforceable and in full force and effect on its terms. (ii) (A) The Sellers have not and, to the Enforceability Exceptionsknowledge of the Sellers, no other Person has, violated, breached, or declared or committed any default under any Assigned Contract; (B) the applicable SellerSellers have not created any circumstance or condition, and, to the Knowledge of the Sellers, no event has occurred, and no circumstance or condition exists, that would (with or without notice or lapse of time) (w) result in a violation or breach of any other party thereto, have performed all obligations required to be performed by it under each of the provisions of any Assigned Contract, (Cx) Sellers have received no written notice of give any Person the existence of right to declare a default or exercise any breach or default on the part of any Seller remedy under any Assigned Contract, (Dy) there are no events give any Person the right to accelerate the maturity or conditions which constitute, or, after notice or lapse performance of time or both, will constitute a default on the part of a Sellerany Assigned Contract, or (z) give any Person the right to cancel, terminate or modify the Knowledge terms of Sellersany Assigned Contract; (C) except as set forth on Schedule 4(d)(ii), any counterparty under such Assigned Contract and (E) to the Knowledge of Sellers, Sellers have not received any written notice from or other communication (in writing or otherwise) regarding any Person that such Person intends to terminateactual, alleged, possible or potential violation or breach of, or not renewdefault under, any Assigned Contract, ; and (D) except in each case of clauses (A) through (Eas set forth on Schedule 4(d)(ii), as would notthe Sellers have not waived any of its rights under any Assigned Contract. Except for the Assigned Contracts, individually there is no agreement, written or in oral, between the aggregateSellers and any other party with respect to the Acquired Titles. Except for the sublicenses identified on Schedule A-4, reasonably be expected the Sellers have not assigned and, to the Sellers' Knowledge, their respective assignees (including Affiliates of the Sellers) have a Material Adverse Effectnot assigned, any of their rights (including by way of sublicense) or granted any rights under the Assigned Contracts.

Assigned Contracts. True and complete copies of all Assigned Contracts and the leases Contracts, as set forth on Schedule 3.4 1.1(b) have previously been made available to Purchaser or Purchaser’s Advisors. Subject to requisite Bankruptcy Court and Canadian Court approvals being granted, and assumption by the applicable Seller of the applicable Contract in accordance with applicable Law (including satisfaction by Purchaser of any applicable Cure Costs) and except (i) as a result of the commencement of the Bankruptcy Cases and the Canadian Recognition Proceedings and (ii) with respect to any Contract that has previously expired in accordance with its terms, been terminated, restated, or replaced, (A) each Assigned Contract is valid and binding on the Seller that is a party thereto and, to the Knowledge of Sellers, each other party thereto, and is in full force and effect, subject to the Enforceability Exceptions, (B) the applicable Seller, and, to the Knowledge of Sellers, any other party thereto, have performed all obligations required to be performed by it under each Assigned Contract, (C) Sellers have received no written notice of the existence of any breach or default on the part of any Seller under any Assigned Contract, (D) there are no events or conditions which constitute, or, after notice or lapse of time or both, will constitute a default on the part of a Seller, or to the Knowledge of Sellers, any counterparty under such Assigned Contract and (E) to the Knowledge of Sellers, Sellers have not received any written notice from any Person that such Person intends to terminate, or not renew, any Assigned Contract, except in each case of clauses (A) through (E), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Assigned Contracts. True 4.15.1 Exhibit B identifies and provides an accurate and ---------- complete description of each Assigned Contract. The Seller has delivered to the Buyer accurate and complete copies of all Assigned Contracts and the leases set forth on Schedule 3.4 have previously been made available to Purchaser or Purchaser’s Advisorsidentified in Exhibit B, --------- including all amendments thereto. Subject to requisite Bankruptcy Court and Canadian Court approvals being granted, and assumption by the applicable Seller of the applicable Contract in accordance with applicable Law (including satisfaction by Purchaser of any applicable Cure Costs) and except (i) as a result of the commencement of the Bankruptcy Cases and the Canadian Recognition Proceedings and (ii) with respect to any Contract that has previously expired in accordance with its terms, been terminated, restated, or replaced, (A) each Assigned Each Contract is valid and binding on the Seller that is a party thereto and, to the Knowledge of Sellers, each other party thereto, and is in full force and effect. 4.15.2 Except as set forth in Section 4.15 of the Seller's Disclosure Schedule: (i) no party has violated or breached, subject to or declared or committed any default under, any Assigned 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 a violation or breach of any of the Enforceability Exceptionsprovisions of any Assigned Contract, (B) give any party the applicable Seller, and, right to the Knowledge of Sellers, declare a default or exercise any other party thereto, have performed all obligations required to be performed by it remedy under each any Assigned Contract, (C) Sellers have give any party the right to accelerate the maturity or performance of any Assigned Contract, or (D) give any party the right to cancel, terminate or modify any Assigned Contract; (iii) the Seller has not received no written any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Business Contract; and (iv) the Seller has not waived any right under any Business Contract. 4.15.3 Except as set forth in Section 4.15 of the existence Seller's Disclosure Schedule, the Seller has never guaranteed or otherwise agreed to cause, insure or become liable for, and the Seller has never pledged any of its assets to secure, the performance or payment of any breach obligation or default on the part other Liability of any other party. 4.15.4 No party is renegotiating, or has the right to renegotiate, any amount paid or payable to the Seller under any Assigned Contract or any other term or provision of any Assigned Contract, . 4.15.5 The Seller has no knowledge of any basis upon which any party to any Assigned Contract may object to (Di) there are no events or conditions which constitute, or, after notice or lapse of time or both, will constitute a default on the part of a Seller, or assignment to the Knowledge Buyer of Sellers, any counterparty right under such Assigned Contract and (E) to the Knowledge of Sellers, Sellers have not received any written notice from any Person that such Person intends to terminateContract, or not renew, (ii) the delegation to or performance by the Buyer of any obligation under such Assigned Contract, except in each case of clauses (A) through (E), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Assigned Contracts. True (a) A true and complete copies correct copy (and, if oral, an accurate written description) of each Assigned Contract, including any modifications, amendments, renewals or extensions thereof (other than purchase orders) that (v) is a Contract with any of the customers of the Business listed on SCHEDULE 5.8(f), (w) has a duration of twelve (12) months or more, (x) requires or could require any party thereto to pay $100,000 or more, (y) is between Seller or any Subsidiary thereof, on the one hand, and any Related Person, on the other hand, or (z) is material to the Business has been provided to Purchaser. The Assigned Contracts represent all of the Contracts that are used primarily in the Business. (b) SCHEDULE 5.8(b) contains a true and correct list of all Assigned Contracts commitments for capital expenditures that have been approved or made by Seller or any Subsidiary thereof with respect to the Business prior to the date of this Agreement in excess of $100,000 and that remain outstanding as of the leases date hereof. (c) Except as set forth on Schedule 3.4 have previously been made available to Purchaser or Purchaser’s Advisors. Subject to requisite Bankruptcy Court and Canadian Court approvals being grantedSCHEDULE 5.8(c), and assumption by the applicable Seller each of the applicable Contract Assigned Contracts is in accordance with applicable Law (including satisfaction by Purchaser of full force and effect and there exists no Default under any applicable Cure Costs) and except (i) as a result of the commencement of the Bankruptcy Cases and the Canadian Recognition Proceedings and (ii) with respect to Assigned Contracts by Seller or any Contract that has previously expired in accordance with its terms, been terminated, restated, or replaced, (A) each Assigned Contract is valid and binding on the Seller that is a party thereto andSubsidiary thereof or, to the Knowledge of SellersSeller, each any other party thereto, and is in full force and effect, subject to the Enforceability ExceptionsAssigned Contracts or any event which, (B) the applicable Seller, andwill or is reasonably likely to create a Default thereunder by Seller or any Subsidiary thereof or, to the Knowledge of SellersSeller, any other party theretoto the Assigned Contracts. Except as set forth on SCHEDULE 5.2, have performed all obligations required to be performed by it under each Assigned Contract, (C) Sellers have received no written notice of Contract is fully assignable without the existence Consent of any breach Third Party. (d) Except as indicated on SCHEDULES 5.8(d) OR 5.13, there exists no actual or, to the Knowledge of Seller, any threatened dispute under, termination, cancellation, or default on the part of limitation of, or any Seller under amendment, modification, or change to any Assigned Contract, including (Di) there are no events or conditions which constitutethe business relationship with any customer, or, after notice or lapse of time or both, will constitute a default on the part of a Sellerdistributor, or to the Knowledge related group of Sellerscustomers or distributors listed on SCHEDULE 5.8(f) or such other customer, any counterparty under such Assigned Contract and (E) to the Knowledge distributor or related group of Sellers, Sellers have not received any written notice from any Person that such Person intends to terminate, customers or not renew, any Assigned Contract, except in each case of clauses (A) through (E), as would not, distributors whose purchases individually or in the aggregateaggregate are Material to the operations and financial condition of the Business, reasonably (ii) the requirements of any customer or related group of customers listed on SCHEDULE 5.8(f) or such other customer or related group of customers of the Business whose purchases individually or in the aggregate are material to the operations and financial condition of the Business, or (iii) the business relationship with any supplier set forth on SCHEDULE 5.24 or any other material supplier to the Business. (e) Neither Seller nor any Subsidiary thereof has granted any power of attorney affecting or with respect to the Business or the Acquired Assets that remains outstanding. (f) SCHEDULE 5.8(f) sets forth for the year ended December 31, 2002 and for the three (3) month period ended March 31, 2003 (a) the names and addresses of the twenty (20) largest customers of the Business, as ranked by revenues from such customers and (b) the amount invoiced with respect to each of such customers during each such period, and except as disclosed on SCHEDULE 5.8(f), Seller has no Knowledge that any such customer has ceased, or will cease, to purchase merchandise or services from Seller or its Subsidiaries, or has substantially reduced or will substantially reduce the use of such merchandise or services following the Closing Date. (g) SCHEDULE 5.8(g) contains an accurate and complete list of all Contracts, transfers of assets or liabilities or other commitments or transactions, whether or not entered into in the Ordinary Course of Business, to or by which Seller or any Subsidiary thereof, on the one hand, and any Affiliate thereof, on the other hand, are or have been a party or otherwise bound or affected, and that are currently pending or in effect and relate to or affect the Business. Except as disclosed in SCHEDULE 5.8(g), each Contract, transfer of assets or liabilities or other commitment or transaction set forth or required to be expected set forth in SCHEDULE 5.8(g) was on terms and conditions as favorable to Seller or its Subsidiary as would have been obtainable by it at the time in a Material Adverse Effectcomparable arm's-length transaction with a Third Party other than an Affiliate. Except as disclosed in SCHEDULE 5.8(g), no Related Person of Seller or any Subsidiary thereof owns, directly or indirectly, on an individual or joint basis, any interest in any Acquired Assets. Except as disclosed in SCHEDULE 5.8(g), neither Seller nor any Related Person owns, or has owned, of record or as a beneficial owner, an equity interest or any other financial or profit interest in any Person that has (i) had business dealings or a material financial interest in any transaction with Seller other than business dealings or transactions disclosed in SCHEDULE 5.8(g), each of which has been conducted in the Ordinary Course of Business at substantially prevailing market prices and on substantially prevailing market terms or (ii) engaged in a Competing Business in any market presently served by Seller or any Subsidiary thereof with respect to the Business, except for ownership of less than one percent (1%) of the outstanding capital stock of any Competing Business that is publicly traded on any recognized exchange or in the over-the-counter market.