Common use of Assumed Contracts Clause in Contracts

Assumed Contracts. Seller has made available to Buyer complete and correct copies of the Assumed Contracts and any amendments, modifications and supplements thereto. All the Assumed Contracts are in full force and effect and are valid, binding and enforceable in accordance with their terms by and against Seller, except as such enforceability may be subject to or limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting the enforcement of creditors’ rights generally; and (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in law or equity; provided that there may be Assumed Contracts that have expired by their terms, but contain surviving rights or Liabilities that will be assumed by Buyer. Except as set forth in Schedule 6.4(a) of the Disclosure Schedule, neither Seller nor, to the Knowledge of Seller, any other party to such Assumed Contract is, or has received notice that it is, in violation or breach of or default under any such Assumed Contract (or with notice or lapse of time or both, would be in violation or breach of or default under any such Assumed Contract) in any material respect. Schedule 6.4(b) of the Disclosure Schedule sets forth a list of all Assumed Contracts which require the consent or waiver of any party to such Assumed Contracts, to the Assignment of such Assumed Contract as a result of the transactions contemplated hereby (the “Third Party Consents”).

Assumed Contracts. Seller has made available to Buyer complete and correct copies of the Assumed Contracts, Retained Contracts and any amendments, modifications and supplements thereto. The Assumed Contracts and Retained Contracts represent all contracts, agreements and arrangements (oral or written) to which Seller and/or its Affiliates is a party that are useful or necessary for Buyer’s development, marketing and sale of the Product in the Territory after the Closing. All the Assumed Contracts are in full force and effect and are valid, binding and enforceable in accordance with their terms by and against Seller, except as such enforceability may be subject to or limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting the enforcement of creditors’ rights generally; and (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in law or equity; provided that there may be Assumed Contracts that have expired by their terms, but contain surviving rights or Liabilities that will be assumed by Buyer. Except as set forth in Schedule 6.4(a6.5(a) of the Disclosure Schedule, neither Seller nor, to the Knowledge of Seller, any other party to such Assumed Contract is, or has received notice that it isis or has taken action that could result, in violation or breach of or default under any such Assumed Contract (or with notice or lapse of time or both, would be in violation or breach of or default under any such Assumed Contract) in any material respect. Schedule 6.4(b6.5(b) of the Disclosure Schedule sets forth a list of all Assumed Contracts which require the consent or waiver of any party to such Assumed Contracts, Contracts to the Assignment assignment of such Assumed Contract as a result of the transactions contemplated hereby (the “Third Party Consents”), each of which has been obtained by the Seller prior to the Effective Date. Other than as set forth on Schedule 6.5(b) of the Disclosure Schedule, all Assumed Contracts are freely assignable to Buyer without consent of any party thereto.

Assumed Contracts. Seller has made available to Buyer True, correct and complete and correct copies of the Assumed Contracts and any amendments, modifications and supplements theretohave been provided to Purchaser prior to the date hereof. All Each of the Assumed Contracts are is legal, valid and in full force and effect and are is valid, binding and enforceable by Seller in accordance with their terms by and against Sellerits terms, except as to the extent to which such enforceability enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, insolvency, moratorium and or other similar laws affecting the enforcement of now or hereafter in effect relating to creditors’ rights generally; ' rights, and (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and by general principles of equity, regardless of whether considered . Seller is not in a proceeding in law or equity; provided that there may be Assumed Contracts that have expired by their terms, but contain surviving rights or Liabilities that will be assumed by Buyer. Except as set forth in Schedule 6.4(a) default under nor has it breached any of the Disclosure ScheduleAssumed Contracts, neither and no act or omission by Seller norhas occurred which, to the Knowledge of Seller, any other party to such Assumed Contract is, or has received notice that it is, in violation or breach of or default under any such Assumed Contract (or with notice or lapse of time or both, would be in violation constitute a default or material breach of or default by it under any term or provision of any of the Assumed Contracts. To the best Knowledge of Seller and each of the Shareholders, no other party is in default or material breach under any of the Assumed Contracts, and to the best Knowledge of Seller and each of the Shareholders, no act or omission has occurred by any other party thereto which, with notice or lapse of time or both, would constitute such a default or material breach under any term or provision thereof. Except as set forth on Schedule 4.7 hereto, there are no disputes or forbearance programs in effect as to any Assumed Contract) in . Seller has not received any material respect. Schedule 6.4(b) notice that, nor to the best Knowledge of Seller and each of the Disclosure Schedule sets forth a list of all Assumed Contracts which require the consent or waiver of Shareholders, any party to such Assumed Contracts, to the Assignment of such any Assumed Contract as a result intends to cancel, terminate or refuse to renew any Assumed Contract. The continuation and validity of the Assumed Contracts will in no way be affected by the transfer of the Assumed Contracts under this Agreement or the transactions contemplated hereby (by this Agreement and other than as set forth on Schedule 4.3 hereto, no consent from any third party is required for the “Third Party Consents”)transfer and assignment of the Assumed Contracts to Purchaser pursuant to this Agreement.

Assumed Contracts. Seller has (a) Schedule 5.19 sets forth a true, correct and complete list of the contracts related to or utilized in the Business which the Buyer will assume under the terms of this Agreement and the Company hereby represents that such contracts constitute all the material contracts of the Company (other than the Employment Agreements set forth on Schedule 5.14 and the Company Benefit Plans set forth on Schedule 5.15(a)). (b) True, correct and complete copies of all Assumed Contracts have been made available to Buyer complete and correct copies of the Assumed Contracts and any amendments, modifications and supplements theretoBuyer. All the The Assumed Contracts are in full force and effect and are legal, valid, binding and enforceable in accordance with their respective terms by and against Sellerwith respect to the Company and, except as to the Knowledge of the Company, each other party to such enforceability may be Assumed Contracts, subject to or limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting the enforcement of creditors’ ' rights generally; and (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in law . There are no existing defaults or equity; provided that there may be Assumed Contracts that have expired by their terms, but contain surviving rights or Liabilities that will be assumed by Buyer. Except as set forth in Schedule 6.4(a) breaches of the Disclosure ScheduleCompany under any Assumed Contract (or events or conditions which, neither Seller norwith notice or lapse of time or both would constitute a default or breach) and, to the Knowledge of Sellerthe Company, any other party to there are no such Assumed Contract is, or has received notice that it is, in violation or breach of or default under any such Assumed Contract defaults (or events or conditions which, with notice or lapse of time or both, would be constitute a default or breach) with respect to any third party to any Assumed Contract. Except as set forth on Schedule 5.19, the Company is not participating in violation any discussions or breach negotiations regarding modification of or default under amendment to any such Assumed Contract) Contract or entry in any new material respectcontract applicable to the Business or the Assets. Schedule 6.4(b) of the Disclosure Schedule sets 5.19 identifies with an asterisk each Assumed Contract set forth a list of all Assumed Contracts which require therein that requires the consent of or waiver of any party to such Assumed Contracts, notice to the Assignment other party thereto to avoid any breach, default or violation of such contract, agreement or other instrument in connection with the transactions contemplated hereby, including the assignment of such Assumed Contract as a result of to the transactions contemplated hereby (the “Third Party Consents”)Buyer and identifies with an exclamation mark each such consent that will be required to be received pr▇▇▇ to Closing.

Assumed Contracts. Seller has made available Except as set forth on Schedule 3.20, Sellers have delivered to Buyer a correct and complete copy of each written Assumed Contract (as amended to date) and correct copies a written summary setting forth the terms and conditions of each oral Assumed Contract. With respect to each Assumed Contract, except as set forth in Schedule 3.20: (a) each Assumed Contract is the legal, valid, binding obligation of the Assumed Contracts Sellers and any amendments, modifications and supplements thereto. All the Assumed Contracts are in full force and effect and are valid, binding and enforceable in accordance with their terms by and against Seller, except as such enforceability may be its terms; (b) subject to or limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting the enforcement of creditors’ rights generally; and (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in law or equity; provided that there may be Assumed Contracts that have expired by their terms, but contain surviving rights or Liabilities that will be assumed by Buyer. Except as set forth in Schedule 6.4(a) of the Disclosure Schedule, neither Seller nor, consents required to the Knowledge of Seller, transfer any other party to such Assumed Contract is, or has received notice that it is, in violation or breach of or default under any such Assumed Contract (or with notice or lapse of time or both, would be in violation or breach of or default under any such Assumed Contract) in any material respect. Schedule 6.4(b) of the Disclosure Schedule sets forth a list of all Assumed Contracts which require the consent or waiver of any party to such Assumed Contracts, to the Assignment of such Assumed Contract as a result of the transactions contemplated hereby by this Agreement, neither Seller, and to the Knowledge of Sellers no other party, is in material breach or default of any Assumed Contract, and no event has occurred which with notice or lapse of time would constitute a material breach or default (singly or in the “Third Party Consents”aggregate with other breaches or defaults), or permit termination, material modification, or acceleration, under any Assumed Contract; (c) no party has repudiated any material provision of any Assumed Contract; and (d) subject to the consents required to transfer any Assumed Contract as a result of the transactions contemplated by this Agreement, the assignment of any Assumed Contract to and assumption of such Assumed Contract by Buyer will not give a third party the right to terminate such Assumed Contract, or result in any penalty or premium to, or adverse change in the rights, remedies, benefits or obligations of, any party thereunder.

Assumed Contracts. Schedule 2.1(8) contains an accurate and complete list of the Assumed Contracts. The Assumed Contracts are the only contracts necessary to the operation of the Mint Business or the Acquired Assets. Accurate and complete copies of all of the Assumed Contracts, including all amendments thereto and written waivers thereunder, have been furnished by Seller has made available to Buyer complete and correct copies Buyer. Each of the Assumed Contracts is a valid and any amendmentsbinding obligation of Seller and, modifications and supplements thereto. All the Assumed Contracts are in full force and effect and are valid, binding is assignable to Buyer pursuant to this Agreement and enforceable in accordance with their terms by and against Sellerits terms, except as such enforceability may be subject to or limited affected by (i) applicable bankruptcy, reorganization, insolvency, moratorium and or similar laws affecting the enforcement of creditors’ rights generally; and (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless equity relating to the availability of equitable remedies (whether considered in a proceeding in at law or in equity; provided that there may be Assumed Contracts that have expired by their terms, but contain surviving rights or Liabilities that will be assumed by Buyer). Except as otherwise set forth in Schedule 6.4(a2.1(8) hereto, there have not been any defaults by Seller or defaults or any claims of default or claims of nonenforceability by the other party or parties under or with respect or any of the Disclosure Schedule, neither Seller norAssumed Contracts and, to the Knowledge of Seller, any other party ’s knowledge there are no facts or conditions that have occurred or that are anticipated to such Assumed Contract is, occur with respect to or has received notice that it is, in violation or breach of or default under any such of the Assumed Contract (or Contracts which, with notice or lapse the passage of time or the giving of notice, or both, would be in violation (i) constitute a default by Seller or breach of by the other party or default parties under any such Assumed Contract) in any material respect. Schedule 6.4(b) of the Disclosure Schedule sets forth a list of all Assumed Contracts which require or (ii) cause the consent creation or waiver imposition of any party to such Assumed Contracts, to Lien upon any of the Assignment of such Acquired Assets or (iii) otherwise have a Material Adverse Effect on the Mint Business. There are no prepayments or other circumstances under any Assumed Contract as that would give rise to a result performance obligation of the transactions contemplated hereby (Buyer without Buyer having received the “Third Party Consents”)corresponding compensation for the performance. Seller has not received any indication by a customer or supplier of an intention to discontinue or change the terms of the parties’ relationship.

Assumed Contracts. Seller has made available to Buyer complete (a) Each Assumed Contract (i) is a lawful, valid and correct copies legally binding obligation of the Assumed Contracts Seller or the applicable Affiliate of Seller, and any amendments, modifications and supplements thereto. All the Assumed Contracts are is in full force and effect (or constitutes a month-to-month Contract under which goods or services are being provided after the expiration of its original term), and are validSeller or the applicable Affiliate of Seller has duly performed in all material respects its obligations under each Assumed Contract to which it is a party to the extent that such obligations to perform have accrued, binding and enforceable in accordance with their terms by and against Seller, except as such enforceability may be subject to or limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting the enforcement of creditors’ rights generally; and (ii) except for any breaches resulting from the rules governing failure to obtain the availability consent of specific performancethe counterparty thereto to the assignment of same to Buyer, injunctive relief no material breach or other equitable remedies default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default under any Assumed Contract by Seller or the applicable Affiliate of Seller or, to the knowledge of Seller, and general principles of equity, regardless of whether considered in a proceeding in law or equity; provided that there may be Assumed Contracts that have expired by their terms, but contain surviving rights or Liabilities that will be assumed by Buyer. Except except as set forth in on Schedule 6.4(a) of the Disclosure Schedule, neither Seller nor, to the Knowledge of Seller5.9, any other party or obligor with respect thereto, has occurred, except to such Assumed Contract is, or has received notice that it is, in violation or the extent said breach of or default under would not reasonably constitute a Material Adverse Effect. Seller has made available or delivered to Buyer true and correct copies of all Assumed Contracts, including all amendments and supplements thereto. (b) To Seller’s knowledge, Seller has performed all material obligations relating to the Purchased Assets, and is not in breach or default, nor do any such Assumed Contract (circumstances exist which with or with without notice or lapse of time time, or both, would be result in violation breach or default, nor is there any claim of such breach of or default with respect to any obligation to be performed, under any such Assumed Contract) in any material respect. Schedule 6.4(b) of , which breach or default or its consequences could reasonably be expected to have a Material Adverse Effect on the Disclosure Schedule sets forth a list of all Assumed Contracts which require the consent or waiver of any party to such Assumed Contracts, to the Assignment of such Assumed Contract as a result of the transactions contemplated hereby (the “Third Party Consents”)Purchased Assets.

Assumed Contracts. Seller has (a) Sellers have made available to Buyer Buyers true and complete and correct copies of each of the Assumed Contracts Contracts. Except as set forth in Schedule 3.11(a), each Assumed Contract is a valid and any amendmentsbinding obligation of such applicable Seller and, modifications to the Knowledge of Sellers, of each other party thereto, and supplements assuming its validity with respect to the other parties thereto. All the Assumed Contracts are , is in full force and effect and are valid, binding and enforceable in accordance with their its terms by and against the applicable Seller, except as such enforceability may be subject only to or limited by (i) applicable bankruptcy, insolvency, reorganization, insolvencyfraudulent conveyance, moratorium and or other similar laws Laws relating to or affecting the enforcement of creditors’ rights generally; and (ii) the rules governing the availability of specific performance, injunctive relief or other general equitable remedies and general principles of equity, regardless of whether considered in a proceeding in law or equity; provided that there may be Assumed Contracts that have expired by their terms, but contain surviving rights or Liabilities that will be assumed by Buyerprinciples. Except as set forth in on Schedule 6.4(a3.11(a), (a) no Seller has received notice of any event of default under any of the Disclosure ScheduleAssumed Contracts that currently remains outstanding and uncured, neither nor has any Seller norissued any notice of default to the other party under any Assumed Contract alleging that such other party is in material violation of such Assumed Contract; (b) each Seller is in compliance in all material respects with its obligations under each Assumed Contract, including its obligations with respect to any amounts owed by such Seller under any Assumed Contract; (c) to the Knowledge of SellerSellers, any other party to such Assumed Contract isno event has occurred which, or has received notice that it is, in violation or breach of or default under any such Assumed Contract (or with notice or lapse of time or both, would be constitute a material default by a Seller thereunder; (d) no Seller intends, and to the Knowledge of Sellers no counterparty has expressed an intent, to (1) terminate or otherwise modify, amend or supplement any Assumed Contract, except in violation the case of modifications, amendments or breach supplements to the extent necessary in connection with the consummation of the transactions contemplated by this Agreement or default (2) assert any defenses, counterclaims or material rights of set-off; (e) except as set forth in Schedule 3.11(a), the term of each Assumed Contract is not expired and the parties thereto are not operating under any such Assumed Contract) in any material respect. Schedule 6.4(b) of month-to-month or similar arrangement that extends the Disclosure Schedule sets forth a list of all Assumed Contracts which require the consent or waiver of any party to such Assumed Contracts, to the Assignment term of such Assumed Contract beyond the original term of such Assumed Contract; and (f) to the Knowledge of Sellers, each other party to each Assumed Contract has in all material respects performed all the obligations required to be performed by such party to date thereunder. Except as a result otherwise disclosed in Schedule 3.11(a), all Assumed Contracts may be assigned by the applicable Seller to Buyers without the consent of the transactions contemplated hereby other parties thereto. (b) Schedule 1.1(ii) sets forth a true, correct and complete list of (i) all Real Property Leases, and (ii) all leases entered into in connection with the “Business pursuant to which a Seller is a tenant, subtenant, lessee, sublessee or otherwise uses or occupies real property owned by a third party. Schedule 1.1(iv) sets forth a true, correct and complete list of (A) all Third Party Consents”)Leases, and (B) all leases entered into in connection with the Business pursuant to which a Seller is a landlord, sublandlord, lessor or sublessor or otherwise grants to a third party any right to use or occupy any real property.

Assumed Contracts. During the Due Diligence Period, Seller has made available shall deliver to Buyer accurate, correct and complete and correct copies of the (i) all Assumed Contracts and any amendments(ii) all other contracts, modifications and supplements theretoagreements, licenses, commitments, notes, sales or purchase orders that are material to the Business. All the Whenever additional Assumed Contracts are entered into as provided by Sections 5.1(d), 8.1(c) and (g), and 8.4(c) of this Agreement or as otherwise permitted by this Agreement (the “Additional Assumed Contracts”, or if otherwise required by Section 8.4(c) below, such additional Assumed Contracts shall promptly be added by Seller to Schedule 3.1(a) and a copy of such additional Assumed Contracts shall be delivered to Buyer, and this Agreement shall be deemed amended to conform to such updated schedule. To the best of Seller's knowledge, except as provided in Schedule 3.1(a), all Assumed Contracts (including any Additional Assumed Contracts) are in full force and effect effect, Seller has paid all amounts due thereunder and are validsatisfied all other material obligations accrued thereunder and Seller has not received any written notice of default in any material respect thereunder and no event has occurred that with the passage of time or the giving of notice, binding and enforceable or both, will constitute a breach, violation, default or give rise to a right of termination, modification, cancellation, foreclosure, imposition of a lien, prepayment or acceleration in accordance with their terms by and against Seller, except as such enforceability any material respect thereunder (other than any default which may be subject result from the failure or inability of Seller to or limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting obtain the enforcement consents of creditors’ rights generally; and (ii) certain parties to the rules governing assignment to Buyer of certain of the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in law or equity; provided that there may be Assumed Contracts that have expired by their terms, but contain surviving rights or Liabilities that will be assumed by Buyer. Except as set forth in Schedule 6.4(a) 5.1(c)). Other than as disclosed by Seller to Buyer in writing prior to the Time of the Disclosure Schedule, neither Seller norPossession, to the Knowledge best of Seller's knowledge, any no other party to such Assumed Contract is, or has received notice that it is, is in violation or breach of or default in any material respect under any such Assumed Contract (or with notice or lapse of time or both, would be in violation or breach of or default under including any such Assumed Contract) in any material respect. Schedule 6.4(b) of the Disclosure Schedule sets forth a list of all Assumed Contracts which require the consent or waiver of any party to such Additional Assumed Contracts, to the Assignment of such Assumed Contract as a result of the transactions contemplated hereby (the “Third Party Consents”).;