Common use of Contracts and Leases Clause in Contracts

Contracts and Leases. Schedule 4.10 sets forth a true and complete list of all Leases and executory Contracts of the Company that are material to the Business, and Sellers have delivered to Buyer true and complete copies of all such Leases and Contracts, each as amended as of the Agreement Date (the “Material Contracts”). Subject to receipt of the Necessary Consents and compliance with Section 6.10 and subject to the entry of the Sale Order, and any ancillary orders of the Bankruptcy Court pertaining to assumption and assignment of Contracts (a) each of the Material Contracts is in full force and effect and constitutes a valid and binding obligation of the Company or Sellers, and, to the Knowledge of Sellers, each other party thereto, and (b) except as a result of the commencement of the Bankruptcy Cases, the Company or Sellers are not in breach or default in any material respect under any of the Material Contracts and, to the Knowledge of Sellers, the other parties to such Contracts are not in breach or default in any material respect thereunder (and in each such case, to the Knowledge of Sellers, no event exists that with the passage of time or the giving of notice would constitute such material breach or default in any material respect, result in a loss of material rights, result in the payment of any damages or penalties or result in the creation of any Liens thereunder or pursuant thereto other than Permitted Liens); except (i) for those defaults that will be cured in accordance with the Sale Order, are not required to be cured pursuant to section 365(b)(1)(A) of the Bankruptcy Code, or waived in accordance with section 365 of the Bankruptcy Code, or (ii) to the extent such breach or default would not reasonably be expected to have a Seller Material Adverse Effect. Except for filings in the Chapter 11 Cases, to Sellers’ Knowledge, none of the Material Contracts have been cancelled or otherwise terminated by the Company or Sellers, and neither the Company nor Sellers have not delivered any written notice to any counterparty to such Material Contract regarding any such cancellation or termination by the Company or Sellers.

Contracts and Leases. Schedule 4.10 4.9 sets forth a true and complete list of all Leases and executory Contracts of the Company that are material to the Business, and Sellers have delivered to Buyer true and complete copies of all such Leases and Contracts, each as amended as of the Agreement Date (the “Material Contracts”). Subject to receipt of the Necessary Consents and compliance with Section 6.10 and subject to the entry of the Sale Order, and any ancillary orders of the Bankruptcy Court pertaining to assumption and assignment of Contracts (a) each of the Material Contracts is in full force and effect and constitutes a valid and binding obligation of the Company or Sellers, and, to the Knowledge of Sellers, each other party thereto, and (b) except as a result of the commencement of the Bankruptcy Cases, the Company or Sellers are not in breach or default in any material respect under any of the Material Contracts and, to the Knowledge of Sellers, the other parties to such Contracts are not in breach or default in any material respect thereunder (and in each such case, to the Knowledge of Sellers, no event exists that with the passage of time or the giving of notice would constitute such material breach or default in any material respect, result in a loss of material rights, result in the payment of any damages or penalties or result in the creation of any Liens thereunder or pursuant thereto other than Permitted Liens); except (i) for those defaults that will be cured in accordance with the Sale Order, are not required to be cured pursuant to section 365(b)(1)(A) of the Bankruptcy Code, or waived in accordance with section 365 of the Bankruptcy Code, or (ii) to the extent such breach or default would not reasonably be expected to have a Seller Material Adverse Effect. Except for filings in the Chapter 11 Cases, to Sellers’ Knowledge, none of the Material Contracts have been cancelled or otherwise terminated by the Company or Sellers, and neither the Company nor Sellers have not delivered any written notice to any counterparty to such Material Contract regarding any such cancellation or termination by the Company or Sellers.

Contracts and Leases. Listed on Schedule 4.10 sets forth 4.1(e) hereto is a true complete and complete accurate list of all Leases and executory Contracts of the Company that are material to the Business, and Sellers have delivered to Buyer true and complete copies of all such Leases and Contracts, each as amended Contracts as of the Agreement Date date hereof with all Customers from which five percent (5%) or more of the Business’ average monthly revenue is derived. Also listed on Schedule 4.1(e) hereto is a complete and accurate list of all of the leases as of the date hereof which will be assumed by Buyer (the “Material ContractsAssumed Leases”). Subject to receipt of Except as set forth on Schedule 4.1(e), all Contracts and Assumed Leases are (and will be immediately following the Necessary Consents and compliance with Section 6.10 and subject to the entry of the Sale Order, and any ancillary orders of the Bankruptcy Court pertaining to assumption and assignment of Contracts (aClosing) each of the Material Contracts is in full force and effect and constitutes a valid are valid, binding and binding obligation of enforceable against the Company or Sellers, and, to the Knowledge of Sellers, each other party thereto, and (b) except as a result of the commencement of the Bankruptcy Cases, the Company or Sellers are respective parties thereto in accordance with their respective provisions. Seller is not in breach or default in any material respect under any of the Material Contracts and, to the Knowledge or Assumed Leases; nor has there occurred an event or condition (including Seller’s execution and delivery of Sellers, the other parties to such Contracts are not in breach or default in any material respect thereunder (and in each such case, to the Knowledge of Sellers, no event exists that performance under this Agreement) which with the passage of time or the giving of notice (or both) would constitute such material breach or a default in under any material respect, result in a loss of material rights, result in the payment of obligation under any damages or penalties or result in the creation of any Liens thereunder or pursuant thereto other than Permitted Liens); except (i) for those defaults that will be cured in accordance with the Sale Order, are not required to be cured pursuant to section 365(b)(1)(A) of the Bankruptcy CodeContracts or Assumed Leases, which if determined adversely would have a material adverse affect on the Business and Assets taken as a whole; no claim of such a default has been asserted and to the knowledge of Seller, there is no reasonable basis upon which such a claim could validly be made. To the Seller’s and Shareholders’ knowledge, no person has notified Seller and Shareholders that it intends or waived in accordance with section 365 desires to modify, waive, amend, rescind, release, cancel or terminate any of the Bankruptcy CodeContracts or Assumed Leases. By virtue of the grant, or (ii) conveyance, sale, transfer and assignment of the Contracts and Assumed Leases by Seller to Buyer hereunder, to the extent such breach assignable, except as set forth on Schedule 4.1(e), Buyer shall own and hold all right, title and interest of Seller in and to the Contracts and Assumed Leases, without the consent or default would not reasonably be expected to have a Seller Material Adverse Effect. Except for filings in the Chapter 11 Cases, to Sellers’ Knowledge, none approval of the Material Contracts have been cancelled any other person or otherwise terminated by the Company or Sellers, and neither the Company nor Sellers have not delivered any written notice to any counterparty to such Material Contract regarding any such cancellation or termination by the Company or Sellersentity.

Contracts and Leases. Schedule 4.10 4.9 sets forth a true and complete list of all Leases and executory Contracts of the Company that are material to the Business, and Sellers have delivered to Buyer true and complete copies of all such Leases and Contracts, each as amended as of the Agreement Date (the “Material Contracts”). Subject to receipt of the Necessary Consents and compliance with Section 6.10 6.9 and subject to the entry of the Sale Order, and any ancillary orders of the Bankruptcy Court pertaining to assumption and assignment of Contracts (a) each of the Material Contracts is in full force and effect and constitutes a valid and binding obligation of the Company or Sellers, and, to the Knowledge of Sellers, each other party thereto, and (b) except as a result of the commencement of the Bankruptcy Cases, the Company or Sellers are not in breach or default in any material respect under any of the Material Contracts and, to the Knowledge of Sellers, the other parties to such Contracts are not in breach or default in any material respect thereunder (and in each such case, to the Knowledge of Sellers, no event exists that with the passage of time or the giving of notice would constitute such material breach or default in any material respect, result in a loss of material rights, result in the payment of any damages or penalties or result in the creation of any Liens thereunder or pursuant thereto other than Permitted Liens); except (i) for those defaults that will be cured in accordance with the Sale Order, are not required to be cured pursuant to section 365(b)(1)(A) of the Bankruptcy Code, or waived in accordance with section 365 of the Bankruptcy Code, or (ii) to the extent such breach or default would not reasonably be expected to have a Seller Material Adverse Effect. Except for filings in the Chapter 11 Cases, to Sellers’ Knowledge, none of the Material Contracts have been cancelled or otherwise terminated by the Company or Sellers, and neither the Company nor Sellers have not delivered any written notice to any counterparty to such Material Contract regarding any such cancellation or termination by the Company or Sellers.

Contracts and Leases. Schedule 4.10 4.12 to the Disclosure Schedules sets forth a true and complete list of all each Seller’s (a) Leases and (b) current projects that are subject to executory Contracts that, to the Knowledge of Sellers, involve, on the per-contract basis, aggregate future consideration in excess of $250,000 as of the Company that are material to the BusinessAgreement Date, and Sellers have delivered to Buyer true and complete copies of all such Leases and ContractsContracts in the possession of Sellers (in each case, each as amended as of the Agreement Date including any and all amendments, modifications, supplements, exhibits and restatements thereto and thereof) (collectively, the “Material ContractsContracts and Leases”). Subject Sellers have not assigned, delegated, or otherwise transferred to receipt any third party any of their respective rights or obligations with respect to any Assumed Contracts or Leases. The Material Contracts and Leases are, to Sellers’ Knowledge, all Contracts and Leases material to the ownership and/or operation of the Necessary Consents and compliance with Section 6.10 and subject to the entry of the Sale OrderBusiness. To Sellers’ Knowledge, and any ancillary orders of the Bankruptcy Court pertaining to assumption and assignment of Contracts (a) each of the Material Contracts is in full force and effect and constitutes a valid and binding obligation of the Company or Sellers, and, to the Knowledge of Sellers, each other party thereto, and (b) except as a result of the commencement of the Bankruptcy Cases, the Company or Sellers are not in breach of, or default in under, any material respect under any of the Material Contracts and, to the Knowledge of Sellers, the other parties to such Contracts are not in breach or default in any material respect thereunder (and in each such case, to the Knowledge of Sellers, no event exists that with the passage of time or the giving of notice would constitute such material breach or default in any material respect, result in a loss of material rights, result in the payment of any damages or penalties or result in the creation of any Liens thereunder or pursuant thereto other than Permitted Liens); except (i) for those defaults that will be cured in accordance with the Sale Order, are not required to be cured pursuant to section 365(b)(1)(A) of the Bankruptcy CodeLeases, or waived in accordance with section 365 of the Bankruptcy Codeany Assumed Contracts (except, or (ii) as to the extent such breach or default any Assumed Contract(s), as would not reasonably be expected to have a Seller Material Adverse Effect). Except for filings as set forth in Schedule 4.12 of the Chapter 11 CasesDisclosure Schedules, (a) no Seller has, and to Sellers’ Knowledge, no other party has, commenced any action with respect to any Material Contracts and Leases or any Assumed Contracts (except, as to any Assumed Contract(s), as would not reasonably be expected to have a Seller Material Adverse Effect) or given or received any notice of any default or violation under any Material Contract and Lease or any Assumed Contracts (except, as to any Assumed Contract(s), as would not reasonably be expected to have a Seller Material Adverse Effect); and (b) Sellers have not received notice of the pending or threatened cancellation, revocation or termination of any of the Material Contracts and Leases or any Assumed Contracts (except, as to any Assumed Contract(s), as would not reasonably be expected to have a Seller Material Adverse Effect), nor do they have Knowledge of any facts or circumstances that could reasonably be expected to lead to any such cancellation, revocation or termination. Subject to any applicable Governmental Authorizations and entry of the Sale Order, to Sellers’ Knowledge, none each Assumed Contract and Lease is, or will be upon the Closing, valid, binding and in full force and effect in accordance with its terms (subject to payment of the Material Contracts have been cancelled or otherwise terminated by the Company or Sellers, and neither the Company nor Sellers have not delivered any written notice to any counterparty to such Material Contract regarding any such cancellation or termination by the Company or SellersCure Costs).

Contracts and Leases. Schedule 4.10 Except for a lease of a Xerox photocopier -------------------- and a Dell server, the Seller (i) has no leases of any personal property relating to the Purchased Assets, whether as lessor or lessee; (ii) has no contractual or other obligations relating to the Purchased Assets, whether written or oral; and (iii) has not given any power of attorney to any person or organization for any purpose relating to the Purchased Assets. Exhibit 5.6 sets forth a true and complete list list, including any amendment of all Leases and executory Contracts each domain name, lease or contract which are part of the Company that are material Purchased Assets and Intellectual Property to be acquired by Buyer. Seller has furnished Buyer a copy of each contract, lease or other document relating to the BusinessPurchased Assets and Intellectual Property to which they are subject or are a party or a beneficiary, which is to be assumed or acquired by Buyer. To Seller's knowledge, such contracts, leases or other documents are valid and Sellers have delivered to Buyer true and complete copies of all such Leases and Contracts, each as amended as of the Agreement Date (the “Material Contracts”). Subject to receipt of the Necessary Consents and compliance with Section 6.10 and subject to the entry of the Sale Order, and any ancillary orders of the Bankruptcy Court pertaining to assumption and assignment of Contracts (a) each of the Material Contracts is in full force and effect according to their terms and each constitutes a legal, valid and binding obligation of Seller and the Company or Sellersother respective parties thereto and is enforceable in accordance with their terms, andsubject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to the Knowledge general principles of Sellers, each other party theretoequity (regardless of whether enforcement is sought in a proceeding at law or in equity), and (b) except as a result the Seller has no knowledge of any default or breach under such contract, lease or other document or of any pending or threatened claims under any such contract, lease or other document. Neither the signing or execution of this Agreement, nor the consummation of all or any of the commencement of the Bankruptcy Casestransactions contemplated under this Agreement, the Company or Sellers are not in will constitute a breach or default in any material respect under any of the Material Contracts andsuch contract, to the Knowledge of Sellers, the lease or other parties to such Contracts are not in breach or default in any material respect thereunder (and in each such case, to the Knowledge of Sellers, no event exists that with the passage of time or the giving of notice would constitute such material breach or default in any material respect, result in a loss of material rights, result in the payment of any damages or penalties or result in the creation of any Liens thereunder or pursuant thereto other than Permitted Liens); except (i) for those defaults that will be cured in accordance with the Sale Order, are not required to be cured pursuant to section 365(b)(1)(A) of the Bankruptcy Code, or waived in accordance with section 365 of the Bankruptcy Code, or (ii) to the extent such breach or default would not reasonably be expected to have a Seller Material Adverse Effect. Except for filings in the Chapter 11 Cases, to Sellers’ Knowledge, none of the Material Contracts have been cancelled or otherwise terminated by the Company or Sellers, and neither the Company nor Sellers have not delivered any written notice to any counterparty to such Material Contract regarding any such cancellation or termination by the Company or Sellersdocument.

Contracts and Leases. Schedule 4.10 3.16 sets forth a true and complete list of all Leases written or oral contracts, real property leases, personal property leases, customer contracts, vendor and executory Contracts other agreements to which Seller is a party relating to Seller's Business (collectively, the "Contracts"), with respect to each of the Company that are material Clean-Op Business and the Drape Business except any contract, agreement or understanding involving an aggregate annual expenditure of less than $5,000 and which is terminable at will without penalty. Prior to execution of this Agreement, Seller and the BusinessStockholders have provided to Purchaser true, and Sellers have delivered to Buyer true correct and complete copies of all such Leases and the Contracts, each as amended as including any and all amendments and waivers thereto. Such Contracts are valid, legally binding and enforceable against the parties thereto subject to laws of the Agreement Date (the “Material Contracts”). Subject to receipt of the Necessary Consents and compliance with Section 6.10 general application in effect affecting creditors' rights and subject to the entry exercise of the Sale Order, and any ancillary orders of the Bankruptcy Court pertaining to assumption and assignment of Contracts (a) each of the Material Contracts is judicial discretion in full force and effect and constitutes a valid and binding obligation of the Company or Sellers, andaccordance with general equitable principles. Neither Seller nor, to the Knowledge knowledge of SellersSeller and the Stockholders, each any other party thereto, and (b) except as a result of the commencement of the Bankruptcy Cases, the Company or Sellers are not in breach or default in any material respect under to any of the Material Contracts andContracts, to the Knowledge of Sellers, the other parties to such Contracts are not is in breach of, or in default in under, any material respect thereunder (of the Contracts, and in each such case, to the Knowledge of Sellers, no event exists that has occurred which, with the passage of time or the giving of notice or lapse of time, or both, would constitute such material a default by Seller or, to the knowledge of Seller and the Stockholders, any other party to any of the Contracts. Except as specifically set forth on Schedule 3.16 attached hereto, the assignment of any of the Contracts to the Purchaser in accordance with this Agreement will not constitute a breach or default in any material respect, violation of such Contract. None of the Contracts requires Seller to sell goods or provide services which Seller knows or has reason to believe are at prices which would result in a loss negative incremental gross margin on such sale or provision of material rightssaid goods or services, result or which provide terms or conditions which Seller cannot reasonably expect to satisfy or fulfill in their entirety in the payment ordinary course of any damages or penalties or result in the creation of any Liens thereunder or pursuant thereto other than Permitted Liens); except (i) for those defaults that will be cured in accordance business consistent with the Sale Order, are not required to be cured pursuant to section 365(b)(1)(A) of the Bankruptcy Code, or waived in accordance with section 365 of the Bankruptcy Code, or (ii) to the extent such breach or default would not reasonably be expected to have a Seller Material Adverse Effect. Except for filings in the Chapter 11 Cases, to Sellers’ Knowledge, none of the Material Contracts have been cancelled or otherwise terminated by the Company or Sellers, and neither the Company nor Sellers have not delivered any written notice to any counterparty to such Material Contract regarding any such cancellation or termination by the Company or Sellerspast practices.