Common use of Contractual Obligations Clause in Contracts

Contractual Obligations. (i) Section 3.1(y) of the Seller Disclosure Schedule is a list of all written contracts, agreements or other instruments (including all contracts for employment) to which the Seller is a party (all such contracts, agreements or other instrument, the "Contracts"). To the Knowledge of the Seller and the Seller Parent there are no oral contracts, agreements or other instruments to which the Seller is a party or which are binding on the Seller. Neither the Seller nor the Seller Parent (as applicable) has breached any representation, warranty or covenant contained in any of the Contracts, and neither the Seller nor the Seller Parent has received notice of any default with respect thereto, except for any breach which, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect on the Seller or the Purchased Assets. Neither the Seller nor the Seller Parent has any Knowledge that any other party to any Contract is in default or is claimed to be in default in complying with any provision thereof or has committed or permitted any event which, with notice or the passage of time or both, would constitute such a default, except for any default which, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect on the Seller or the Purchased Assets. (ii) Neither entry into this Agreement nor, subject to the obtaining of the Seller Required Governmental Consents, the consummation of the transactions contemplated hereby will cause any breach or default on the part of the Seller or the Seller Parent with respect to any of the Contracts, except for any breach or default which, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect on the Seller or the Purchased Assets.

Contractual Obligations. (i) The only Contracts to which GFD is a party are described in Section 3.1(y) 3.15 of the Seller Disclosure Schedule is a list (“Contracts”), and correct and complete copies of all written contractssuch Contracts have been provided to Buyer. Except as set forth in applicable Contracts, agreements or other instruments (including all contracts for employment) Seller does not have and may not acquire any rights under any Contract. Subject to which the Seller is a party (all such contracts, agreements or other instrument, the "Contracts"). To the Knowledge and except as set forth in Section 3.15 of the Seller Disclosure Schedule: (i) the Contracts are legal, valid, binding, enforceable, and in full force and effect (except as enforcement thereof may be limited by applicable Insolvency Laws), and will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the Seller Parent there are no oral contracts, agreements or other instruments to which the Seller is a party or which are binding on the Seller. Neither the Seller nor the Seller Parent (as applicable) has breached any representation, warranty or covenant contained in any consummation of the Contracts, and neither Contemplated Transactions; (ii) none of the Seller nor the Seller Parent has received notice of any default with respect thereto, except for any breach which, individually Contracts will upon completion or in the aggregate, has not had or would not reasonably be expected to performance thereof have a Material Adverse Effect on the Seller GFD business, or the Purchased Assets. Neither the Seller nor the Seller Parent GFD business; (iii) GFD is, and at all times has any Knowledge that any other party to any Contract is been, in default or is claimed to be in default in complying compliance with any provision thereof or has committed or permitted any event which, with notice or the passage of time or both, would constitute such a default, except for any default which, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect on the Seller or the Purchased Assets. (ii) Neither entry into this Agreement nor, subject to the obtaining of the Seller Required Governmental Consents, the consummation of the transactions contemplated hereby will cause any breach or default on the part of the Seller or the Seller Parent with respect to any all applicable terms and requirements of the Contracts; (iv) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, except conflict with or result in a Breach of, or give GFD or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, the Contracts; (v) no party to the Contracts has threatened to terminate its business relationship with GFD for any breach reason; (vi) neither Seller nor GFD has given to or default whichreceived from any other Person any notice or other communication (whether oral or written) regarding the actual, individually alleged, possible or potential Breach of any Contract; and (vii), no event has occurred or circumstance exists under or by virtue of any Contract that (with or without notice or lapse of time) would cause the creation of any Lien affecting any of GFD’s assets. There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable under the Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. Each Contract relating to the sale or provision of services has been entered into in the Ordinary Course of Business and has been entered into without the commission of any act alone or in the aggregateconcert with any other Person, has not had or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. Seller has provided to Buyer a complete list of the recurring customers of the GFD business, whether or not reasonably be expected to have such recurring customers are bound by a Material Adverse Effect on the Seller written contract or the Purchased Assetsagreement with GFD.

Contractual Obligations. (i) Except as set forth in Section 3.1(y) 3.15 of the Seller Disclosure Schedule is a list of all written contractsSchedule, agreements or other instruments (including all contracts for employment) The only Contracts to which the Seller MANA is a party (are the Transaction Documents, and correct and complete copies of all such contractsTransaction Documents have been provided to Buyer. Except as set forth in applicable Transaction Documents, agreements or other instrumentMANA does not have and may not acquire any rights under any Contract. (i) the Transaction Documents are legal, the "Contracts"). To the Knowledge of the Seller and the Seller Parent there are no oral contractsvalid, agreements or other instruments to which the Seller is a party or which are binding on the Seller. Neither the Seller nor the Seller Parent (as applicable) has breached any representationbinding, warranty or covenant contained in any of the Contractsenforceable, and neither the Seller nor the Seller Parent has received notice of any default with respect theretoin full force and effect (except as enforcement thereof may be limited by applicable Insolvency Laws), except for any breach which, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect on the Seller or the Purchased Assets. Neither the Seller nor the Seller Parent has any Knowledge that any other party to any Contract is in default or is claimed and will continue to be legal, valid, binding, enforceable, and in default in complying with any provision thereof or has committed or permitted any event which, with notice or the passage of time or both, would constitute such a default, except for any default which, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect full force and effect on the Seller or the Purchased Assets. (ii) Neither entry into this Agreement nor, subject to the obtaining of the Seller Required Governmental Consents, identical terms following the consummation of the transactions contemplated hereby will cause any breach or default on the part Contemplated Transactions; (ii) MANA is, and at all times has been, in compliance with all applicable terms and requirements of the Seller Transaction Documents; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with or result in a Breach of, or give MANA or any other Person the Seller Parent right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, the Transaction Documents; (iv) no party to the Transaction Documents has threatened to terminate its business relationship with respect to any of the Contracts, except MANA for any breach or default which, individually or in the aggregate, reason; and (v) MANA has not had given to or would not reasonably be expected received from any other Person any notice or other communication (whether oral or written) regarding the actual, alleged, possible or potential Breach of any Transaction Documents. There are no renegotiations of, attempts to have a Material Adverse Effect on renegotiate or outstanding rights to renegotiate any material amounts paid or payable under the Seller Transaction Documents with any Person having the contractual or the Purchased Assetsstatutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.

Contractual Obligations. (i) Section 3.1(y) of the Seller Disclosure Schedule is a list of all written contracts, agreements or other instruments (including all contracts for employment) The only Contracts to which the Seller is a party (are described in the Asset Disclosure Schedule, and correct and complete copies of all such contractsContracts have been provided to Buyer. Except as set forth in applicable Contracts, agreements or other instrumentSeller does not have and may not acquire any rights under any Contract. Subject to and except as set forth in the Asset Disclosure Schedule: (i) the Contracts are legal, valid, binding, enforceable, and in full force and effect (except as enforcement thereof may be limited by applicable Insolvency Laws), and will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the "Contracts"). To the Knowledge consummation of the Seller and the Seller Parent there are no oral contracts, agreements or other instruments to which the Seller is a party or which are binding on the Seller. Neither the Seller nor the Seller Parent Contemplated Transactions; (as applicableii) has breached any representation, warranty or covenant contained in any none of the ContractsContracts will upon completion or performance thereof have, and neither the Seller nor the Seller Parent has received notice of any default with respect theretoSeller’s Knowledge, except for any breach which, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect on the Seller Assets; (iii) Seller is, and at all times has been, in compliance with all applicable terms and requirements of the Contracts; (iv) to Seller’s Knowledge , no event has occurred or the Purchased Assets. Neither the circumstance exists that (with or without notice or lapse of time) may contravene, conflict with or result in a Breach of, or give Seller nor the Seller Parent has any Knowledge that or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, the Contracts; (v) no party to the Contracts has, Seller’s Knowledge, threatened to terminate its business relationship 101 - FPC Asset Purchase Agreement - CMI.20210907 - EXECUTION.docx 3 4889-5400-0389.2 with Seller for any reason; (vi) Seller has not given to or received from any other Person any notice or other communication (whether oral or written) regarding the actual, alleged, possible or potential Breach of any Contract; and (vii), no event has occurred or circumstance exists under or by virtue of any Contract is in default that (with or is claimed to be in default in complying with any provision thereof or has committed or permitted any event which, with without notice or lapse of time) would cause the passage creation of time or both, would constitute such a default, except for any default which, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect on the Seller or the Purchased Assets. (ii) Neither entry into this Agreement nor, subject to the obtaining Lien affecting any of the Seller Required Governmental ConsentsAssets. There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable under the consummation Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. Each Contract relating to the sale or provision of services has been entered into in the Ordinary Course of Business and has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. Seller has provided to Buyer a complete list of the transactions contemplated hereby will cause any breach recurring customers of Seller’s Business, whether or default on the part of the Seller not such recurring customers are bound by a written contract or the Seller Parent agreement with respect to any of the Contracts, except for any breach or default which, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect on the Seller or the Purchased AssetsSeller.

Contractual Obligations. (i) Section 3.1(y) of the Seller Disclosure Schedule is a list of all written contracts, agreements or other instruments (including all contracts for employment) The only Contracts to which the Seller is a party (are described in the Asset Disclosure Schedule, and correct and complete copies of all such contractsContracts have been provided to Buyer. Except as set forth in applicable Contracts, agreements or other instrumentSeller does not have and may not acquire any rights under any Contract. Subject to and except as set forth in the Asset Disclosure Schedule: (i) the Contracts are legal, valid, binding, enforceable, and in full force and effect (except as enforcement thereof may be limited by applicable Insolvency Laws), and will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the "Contracts"). To the Knowledge consummation of the Seller and the Seller Parent there are no oral contracts, agreements or other instruments to which the Seller is a party or which are binding on the Seller. Neither the Seller nor the Seller Parent Contemplated Transactions; (as applicableii) has breached any representation, warranty or covenant contained in any none of the ContractsContracts will upon completion or performance thereof have, and neither the Seller nor the Seller Parent has received notice of any default with respect theretoSeller’s Knowledge, except for any breach which, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect on the Seller Assets; (iii) Seller is, and at all times has been, in compliance with all applicable terms and requirements of the Contracts; (iv) to Seller’s Knowledge , no event has occurred or the Purchased Assets. Neither the circumstance exists that (with or without notice or lapse of time) may contravene, conflict with or result in a Breach of, or give Seller nor the Seller Parent has any Knowledge that or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, the Contracts; (v) no party to the Contracts has, Seller’s Knowledge, threatened to terminate its business relationship with Seller for any reason; (vi) Seller has not given to or received from any other Person any notice or other communication (whether oral or written) regarding the actual, alleged, possible or potential Breach of any Contract; and (vii), no event has occurred or circumstance exists under or by virtue of any Contract is in default that (with or is claimed to be in default in complying with any provision thereof or has committed or permitted any event which, with without notice or lapse of time) would cause the passage creation of time or both, would constitute such a default, except for any default which, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect on the Seller or the Purchased Assets. (ii) Neither entry into this Agreement nor, subject to the obtaining Lien affecting any of the Seller Required Governmental ConsentsAssets. There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable under the consummation Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. Each Contract relating to the sale or provision of services has been entered into in the Ordinary Course of Business and has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. Seller has provided to Buyer a complete list of the transactions contemplated hereby will cause any breach recurring customers of Seller’s Business, whether or default on the part of the Seller not such recurring customers are bound by a written contract or the Seller Parent agreement with respect to any of the Contracts, except for any breach or default which, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect on the Seller or the Purchased AssetsSeller.

Contractual Obligations. The only Contracts to which Borrower is a party are the Transaction Documents and, as of the Effective Date, the Pre-Existing Capital Lease Agreement, as amended, and related Memorandum of Lease and UCC filings, and the SNDA and, as of the Closing Date, the LSB Documents (collectively, the “Borrower Contracts”) and correct and complete copies of all such Borrower Contracts have been provided to Buyer. Except as set forth in applicable Borrower Contracts or the EPC Agreements, Borrower does not have and may not acquire any rights under any Contract and: (i) Section 3.1(y) of the Seller Disclosure Schedule is a list of all written contractsBorrower Contracts are legal, agreements or other instruments (including all contracts for employment) to which the Seller is a party (all such contractsvalid, agreements or other instrumentbinding, the "Contracts"). To the Knowledge of the Seller and the Seller Parent there are no oral contracts, agreements or other instruments to which the Seller is a party or which are binding on the Seller. Neither the Seller nor the Seller Parent (as applicable) has breached any representation, warranty or covenant contained in any of the Contractsenforceable, and neither the Seller nor the Seller Parent has received notice of any default with respect theretoin full force and effect (except as enforcement thereof may be limited by applicable Insolvency Laws), except for any breach which, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect on the Seller or the Purchased Assets. Neither the Seller nor the Seller Parent has any Knowledge that any other party to any Contract is in default or is claimed and will continue to be legal, valid, binding, enforceable, and in default in complying with any provision thereof or has committed or permitted any event which, with notice or the passage of time or both, would constitute such a default, except for any default which, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect full force and effect on the Seller or the Purchased Assets. (ii) Neither entry into this Agreement nor, subject to the obtaining of the Seller Required Governmental Consents, identical terms following the consummation of the transactions contemplated hereby will cause any breach or default on the part Contemplated Transactions; (ii) Borrower is, and at all times has been, in compliance with all applicable terms and requirements of the Seller Borrower Contracts; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with or result in a Breach of, or give Borrower or any other Person the Seller Parent right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, the Borrower Contracts; (iv) no party to the Borrower Contracts has threatened to terminate its business relationship with respect to any of the Contracts, except Borrower for any breach or default which, individually or in the aggregate, reason; and (v) Borrower has not had given to or would not reasonably be expected received from any other Person any notice or other communication (whether oral or written) regarding the actual, alleged, possible or potential Breach of any Borrower Contracts. There are no renegotiations of, attempts to have a Material Adverse Effect on renegotiate or outstanding rights to renegotiate any material amounts paid or payable under the Seller Borrower Contracts with any Person having the contractual or the Purchased Assetsstatutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.

Contractual Obligations. (i) The only Contracts to which JVCo is a party are described in Section 3.1(y) 3.15 of the Seller Disclosure Schedule is a list (“Contracts”), and correct and complete copies of all written contractssuch Contracts have been provided to Buyer. Except as set forth in applicable Contracts, agreements or other instruments (including all contracts for employment) Seller does not have and may not acquire any rights under any Contract. Subject to which the Seller is a party (all such contracts, agreements or other instrument, the "Contracts"). To the Knowledge and except as set forth in Section 3.15 of the Seller Disclosure Schedule: (i) the Contracts are legal, valid, binding, enforceable, and in full force and effect (except as enforcement thereof may be limited by applicable Insolvency Laws), and will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the Seller Parent there are no oral contracts, agreements or other instruments to which the Seller is a party or which are binding on the Seller. Neither the Seller nor the Seller Parent (as applicable) has breached any representation, warranty or covenant contained in any consummation of the Contracts, and neither Contemplated Transactions; (ii) none of the Seller nor the Seller Parent has received notice of any default with respect thereto, except for any breach which, individually Contracts will upon completion or in the aggregate, has not had or would not reasonably be expected to performance thereof have a Material Adverse Effect on JVCo’s Business, the Seller JVCo Assets, or JVCo’s Business; (iii) JVCo is, and at all times has been, in compliance with all applicable terms and requirements of the Purchased Assets. Neither Contracts; (iv) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with or result in a Breach of, or give JVCo or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, the Contracts; (v) no party to the Contracts has threatened to terminate its business relationship with JVCo for any reason; (vi) neither Seller nor the Seller Parent JVCo has any Knowledge that given to or received from any other party to Person any notice or other communication (whether oral or written) regarding the actual, alleged, possible or potential Breach of any Contract; and (vii), no event has occurred or circumstance exists under or by virtue of any Contract is in default that (with or is claimed to be in default in complying with any provision thereof or has committed or permitted any event which, with without notice or lapse of time) would cause the passage creation of time or both, would constitute such a default, except for any default which, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect on the Seller or the Purchased Assets. (ii) Neither entry into this Agreement nor, subject to the obtaining of the Seller Required Governmental Consents, the consummation of the transactions contemplated hereby will cause any breach or default on the part of the Seller or the Seller Parent with respect to Lien affecting any of the ContractsJVCo Assets. There are no renegotiations of, except attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable under the Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. Each Contract relating to the sale or provision of services has been entered into in the Ordinary Course of Business and has been entered into without the commission of any breach or default which, individually act alone or in the aggregateconcert with any other Person, has not had or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. Seller has provided to Buyer a complete list of the recurring customers of JVCo’s Business, whether or not reasonably be expected to have such recurring customers are bound by a Material Adverse Effect on the Seller written contract or the Purchased Assetsagreement with JVCo.

Contractual Obligations. (i) The only Contracts to which CCS is a party are described in Section 3.1(y) 3.15 of the Seller Disclosure Schedule is a list (“Contracts”), and correct and complete copies of all written contractssuch Contracts have been provided to Buyer. Except as set forth in applicable Contracts, agreements or other instruments (including all contracts for employment) Sellers does not have and may not acquire any rights under any Contract. Subject to which the Seller is a party (all such contracts, agreements or other instrument, the "Contracts"). To the Knowledge and except as set forth in Section 3.15 of the Seller Disclosure Schedule: (i) the Contracts are legal, valid, binding, enforceable, and in full force and effect (except as enforcement thereof may be limited by applicable Insolvency Laws), and will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the Seller Parent there are no oral contracts, agreements or other instruments to which the Seller is a party or which are binding on the Seller. Neither the Seller nor the Seller Parent (as applicable) has breached any representation, warranty or covenant contained in any consummation of the Contracts, and neither Contemplated Transactions; (ii) none of the Seller nor the Seller Parent has received notice of any default with respect thereto, except for any breach which, individually Contracts will upon completion or in the aggregate, has not had or would not reasonably be expected to performance thereof have a Material Adverse Effect on the Seller CCS business, or the Purchased Assets. Neither CCS business; (iii) CCS is, and at all times has been, in compliance with all applicable terms and requirements of the Seller nor the Seller Parent Contracts; (iv) no event has any Knowledge occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with or result in a Breach of, or give CCS or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, the Contracts; (v) no party to the Contracts has threatened to terminate its business relationship with CCS for any reason; (vi) neither Sellers nor CCS has given to or received from any other Person any notice or other communication (whether oral or written) regarding the actual, alleged, possible or potential Breach of any Contract; and (vii), no event has occurred or circumstance exists under or by virtue of any Contract is in default that (with or is claimed to be in default in complying with any provision thereof or has committed or permitted any event which, with without notice or lapse of time) would cause the passage creation of time or both, would constitute such a default, except for any default which, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect on the Seller or the Purchased Assets. (ii) Neither entry into this Agreement nor, subject to the obtaining of the Seller Required Governmental Consents, the consummation of the transactions contemplated hereby will cause any breach or default on the part of the Seller or the Seller Parent with respect to Lien affecting any of the ContractsCCS Assets. There are no renegotiations of, except attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable under the Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. Each Contract relating to the sale or provision of services has been entered into in the Ordinary Course of Business and has been entered into without the commission of any breach or default which, individually act alone or in the aggregateconcert with any other Person, has not had or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. Sellers have provided to Buyer a complete list of the recurring customers of the CCS business, whether or not reasonably be expected to have such recurring customers are bound by a Material Adverse Effect on the Seller written contract or the Purchased Assetsagreement with CCS.

Contractual Obligations. (i) Section 3.1(ySet forth on Schedule 5.1(n)(i) of the Seller Disclosure Schedule hereto is a complete and accurate list of all written contractsMaterial Contracts of the Borrower and its Subsidiaries, agreements showing as of the Closing Date the parties, subject matter and term thereof. Each such Material Contract has been duly authorized, executed and delivered by any Loan Party thereto, has not been amended or otherwise modified, is in full force and effect, and there exists no default under any Material Contract by any Loan Party or, to the Borrower's knowledge, any other instruments party thereto. (including all contracts for employmentii) to which the Seller Neither any Loan Party nor any of its Subsidiaries is a party (all such contractsto any indenture, agreements loan or credit agreement or any lease or other instrument, agreement or instrument the "Contracts"). To the Knowledge performance of the Seller and the Seller Parent there are no oral contracts, agreements or other instruments to which the Seller is a party or which are binding on the Seller. Neither the Seller nor the Seller Parent (as applicable) has breached any representation, warranty or covenant contained in any of the Contracts, and neither the Seller nor the Seller Parent has received notice of any default with respect thereto, except for any breach which, individually or in the aggregate, has not had or would not reasonably be expected to could have a Material Adverse Effect on the Seller Effect, or the Purchased Assets. is subject to any charter or corporate restriction that could have a Material Adverse Effect. (iii) Neither the Seller Borrower nor the Seller Parent has any Knowledge that any other party to any Contract of its Subsidiaries is in default in the performance, observance or is claimed fulfillment of any of the obligations, covenants or conditions contained in any Contractual Obligation applicable to be in default in complying with any provision thereof or has committed or permitted any event it, and no condition exists which, with the giving of notice or the passage lapse of time or both, would constitute a default under such a defaultContractual Obligation, except for except, in any such case, where the consequences, direct or indirect, of such default whichor defaults, individually or in the aggregateif any, has not had or would not reasonably be expected to have a Material Adverse Effect on the Seller or the Purchased AssetsEffect. (iiiv) Neither entry into this Agreement nor, subject to the obtaining Schedule 5.1(n)(iv) sets forth a complete and accurate list as of the Seller Required Governmental Consents, Closing Date of (A) all joint venture and partnership agreements to which the consummation of the transactions contemplated hereby will cause any breach Borrower or default on the part of the Seller or the Seller Parent with respect to any of its Subsidiaries is a party, and (B) all covenants not to compete restricting the Contracts, except for Borrower or any breach of its Subsidiaries to which the Borrower or default which, individually any of its Subsidiaries is a party or in by which the aggregate, has not had Borrower or would not reasonably be expected to have a Material Adverse Effect on the Seller or the Purchased Assetsany of its Subsidiaries is bound.

Contractual Obligations. (i) Section 3.1(y) of the Seller Disclosure Schedule is a list of all written contracts, agreements or other instruments (including all contracts for employment) to which the Seller is a party (all such contracts, agreements or other instrument, the "“Contracts"”). To the Knowledge of the Seller and the Seller Parent there are no oral contracts, agreements or other instruments to which the Seller is a party or which are binding on the Seller. Neither the Seller nor the Seller Parent (as applicable) has breached any representation, warranty or covenant contained in any of the Contracts, and neither the Seller nor the Seller Parent has received notice of any default with respect thereto, except for any breach which, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect on the Seller or the Purchased Assets. Neither the Seller nor the Seller Parent has any Knowledge that any other party to any Contract is in default or is claimed to be in default in complying with any provision thereof or has committed or permitted any event which, with notice or the passage of time or both, would constitute such a default, except for any default which, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect on the Seller or the Purchased Assets. (ii) Neither entry into this Agreement nor, subject to the obtaining of the Seller Required Governmental Consents, the consummation of the transactions contemplated hereby will cause any breach or default on the part of the Seller or the Seller Parent with respect to any of the Contracts, except for any breach or default which, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect on the Seller or the Purchased Assets.

Contractual Obligations. (i) Except as set forth in Section 3.1(y) 3.15 of the Seller Disclosure Schedule is a list of all written contractsSchedule, agreements or other instruments (including all contracts for employment) The only Contracts to which the Seller PSIC is a party (are the Transaction Documents, and correct and complete copies of all such contractsTransaction Documents have been provided to Buyer. Except as set forth in applicable Transaction Documents, agreements or other instrumentPSIC does not have and may not acquire any rights under any Contract. (i) the Transaction Documents are legal, the "Contracts"). To the Knowledge of the Seller and the Seller Parent there are no oral contractsvalid, agreements or other instruments to which the Seller is a party or which are binding on the Seller. Neither the Seller nor the Seller Parent (as applicable) has breached any representationbinding, warranty or covenant contained in any of the Contractsenforceable, and neither the Seller nor the Seller Parent has received notice of any default with respect theretoin full force and effect (except as enforcement thereof may be limited by applicable Insolvency Laws), except for any breach which, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect on the Seller or the Purchased Assets. Neither the Seller nor the Seller Parent has any Knowledge that any other party to any Contract is in default or is claimed and will continue to be legal, valid, binding, enforceable, and in default in complying with any provision thereof or has committed or permitted any event which, with notice or the passage of time or both, would constitute such a default, except for any default which, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect full force and effect on the Seller or the Purchased Assets. (ii) Neither entry into this Agreement nor, subject to the obtaining of the Seller Required Governmental Consents, identical terms following the consummation of the transactions contemplated hereby will cause any breach or default on the part Contemplated Transactions; (ii) PSIC is, and at all times has been, in compliance with all applicable terms and requirements of the Seller Transaction Documents; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with or result in a Breach of, or give PSIC or any other Person the Seller Parent right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, the Transaction Documents; (iv) no party to the Transaction Documents has threatened to terminate its business relationship with respect to any of the Contracts, except PSIC for any breach or default which, individually or in the aggregate, reason; and (v) PSIC has not had given to or would not reasonably be expected received from any other Person any notice or other communication (whether oral or written) regarding the actual, alleged, possible or potential Breach of any Transaction Documents. There are no renegotiations of, attempts to have a Material Adverse Effect on renegotiate or outstanding rights to renegotiate any material amounts paid or payable under the Seller Transaction Documents with any Person having the contractual or the Purchased Assetsstatutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.