Contracts and Arrangements. (i) There is not now outstanding, any agreement, arrangement or understanding (whether legally enforceable or not) to which the Company is a party or has an interest and in which any of the Vendors, or any director or supervisor of the Company or any of its Connected Persons is interested whether directly or indirectly.
Contracts and Arrangements. 15 4.10 Title........................................................ 17 4.11 Call Letters; Trademarks..................................... 18 4.12 Litigation and Compliance with Laws.......................... 19 4.13 Employees.................................................... 20 4.14 Taxes........................................................ 21 4.15 Instruments of Conveyance; Good Title........................ 21 4.16 Changes...................................................... 21 4.17 Brokers...................................................... 22 4.18 Environmental................................................ 22 4.19
Contracts and Arrangements. Schedule 3.9 lists the following written, oral, implied or other agreements, contracts, understandings, arrangements, instruments, notes, guaranties, indemnities, representations, warranties, deeds, assignments, powers of attorney, certificates, purchase orders, work orders, insurance policies, benefit plans, commitments, covenants, assurances and undertakings of any nature relating primarily to the Publications or the Acquired Assets (collectively, the “Material Contracts”), to which any of Sellers is a party:
Contracts and Arrangements. (a) Schedule 1.8 hereto contains a true and accurate list of all Contracts, pursuant to which Sellers enjoy any right or benefit or undertakes any obligation related to the Business, the Sellers Intellectual Property, the Assumed Liabilities or the Assets. Except for the Contracts, neither Seller is a party to or otherwise bound by the terms of any contract, agreement or obligation, written or oral, affecting the Business, the Assets, Intellectual Property, or the Assumed Liabilities. Each of the Assumed Contracts is (assuming due authorization and execution by the other party or parties hereto) valid, binding and in full force and effect and enforceable by Sellers in accordance with its terms, except as enforcement may be limited by general equitable principles and the exercise of judicial discretion in accordance with such principles. Neither of the Sellers, nor, to Sellers’ Knowledge, any other party, is in default under any Assumed Contract, and there are no existing disputes or claims of default relating thereto, or any facts or conditions Known to Sellers which, if continued, will result in a default or claim of default thereunder, which default could reasonably be expected to have a Material Adverse Effect on the Business, the Assets, the Assumed Contracts or the Assumed Liabilities. No Assumed Contract contains any liquidated damages, penalty or similar provision. There is no Assumed Contract which Sellers can reasonably foresee will result in any material loss upon the performance thereof by Purchaser from and after the Closing Date. To Sellers’ Knowledge, no party to any Contract has notified Sellers that it intends to cancel, withdraw, modify or amend such Contract. Except as set forth on Schedule 6.5 attached hereto, no consents are necessary for the effective assignment to and assumption by Purchaser of any of the Assumed Contracts.
Contracts and Arrangements. Schedule 3.8 sets forth all of the contracts to which any member of the Selling Group is a party relating to the Business or the Purchased Assets. Except as set forth on Schedule 3.8, there are no oral agreements to which any member of the Selling Group is a party relating to the Business or the Purchased Assets. Complete and accurate copies of all written contracts and related amendments to which any member of the Selling Group is a party relating to the Business or the Purchased Assets have been provided to Acquirors prior to the Closing. Such contracts include:
Contracts and Arrangements. (a) Except for the Franchise Agreements, leases for the Real Properties, Easements, and Assumed Contracts, all other Seller Contracts are capable of being, and will be, terminated as of the Closing Date at Seller’s sole cost and expense. Seller has no other Contract relating to the Restaurants, Purchased Assets or Real Properties, that will survive the Closing including, without limiting the generality of the foregoing, any (i) Contract for the purchase or sale of Inventory; (ii) Contract for the purchase or sale of supplies, services or other items; (iii) Contract for the purchase, sale or lease of any Restaurant Equipment; (iv) Franchise Agreement or license agreement; and (v) employment or consulting agreement or pension, disability, profit sharing, bonus, incentive, insurance, retirement or other employee benefit agreement.
Contracts and Arrangements. As used herein, “Material Contracts” means all of the following contracts, agreements and arrangements (written or oral) included in the Assets involving annual consideration of more than $25,000:
Contracts and Arrangements. 11.1 There are not now outstanding with respect to the Company, or to which the Company is a party:
Contracts and Arrangements. 27 4.16 Insurance........................................................... 27 4.17 Brokers............................................................. 28 4.18 Warranties and Service Payment Obligations.......................... 28 4.19
Contracts and Arrangements. (a) Schedules 1.20 and 1.73 hereto contain a complete and accurate list of all Customer License Agreements and Vehicle Leases, respectively, and Seller has delivered to Purchaser true and complete copies of all such written Contracts (other than a limited number of Customer License Agreements entered into in the ordinary course of business on substantially Seller's standard terms and conditions). Schedule 4.14(a) attached hereto sets forth a true, complete and accurate list of all customers who are currently on maintenance under the Customer License Agreements. Seller has delivered to Purchaser an aged accounts receivable trial balance which reflects all outstanding receivables from such customers.
