Instruments in Full Force and Effect. Possession under Leases. The ------------------------------------------------------------- Scheduled Contracts, (collectively "Instruments") are valid, binding and in full force and effect, have not been amended or supplemented in any manner or respect which singly or in the aggregate would result in a Material Adverse Effect except as disclosed in Appendix 1.02(c)(10) to Seller and ------ -------------------- Corporation to be Sold's Disclosure Letter will be enforceable by Corporation to be Sold or its assignees in accordance with their respective terms, except as may be limited by bankruptcy, reorganization, fraudulent ------ conveyance, insolvency and similar laws of general application relating to or affecting the enforcement of rights of creditors and subject to general principles of equity. There are no defaults by Corporation to be Sold thereunder and Corporation to be Sold knows of no defaults thereunder by any other party thereto, and, to Seller and Corporation to be Sold's knowledge, no event has occurred that with the lapse of time or action or inaction by any party thereto would result in a violation thereof or a default thereunder. Subject to any required third party consents, none of the rights under the Instruments will be impaired by the consummation of the transactions contemplated by this Agreement, and all such rights will inure to and be enforceable by Purchaser after the Effective Time of Closing without the authorization, consent, approval, permit or licenses of, or filing with, any other Person. Corporation to be Sold enjoys peaceful and undisturbed possession under all leases included in the Scheduled Leases.
Instruments in Full Force and Effect. The contracts and agreements constituting a part of the Assets including the Contracts and License Agreements (“Instruments”) are valid, binding and in full force and effect, have not been amended or supplemented in any manner or respect except as disclosed on Schedule 5.15, and upon assignment and assumption, with applicable consents if necessary, will be enforceable by Buyer in accordance with their respective terms. There are no defaults by Seller thereunder and Seller knows of no defaults thereunder by any other party thereto, and no event has occurred that with the lapse of time or action or inaction by any party thereto would result in a violation thereof or a default thereunder. Subject to any required third party consents, none of the rights under the Instruments will be impaired by the consummation of the transactions contemplated by this Agreement, and all such rights will inure to and be enforceable by Buyer after the Closing without the authorization, consent, approval, permit or licenses of or filing with any other Person. The Instruments constitute all material contracts and agreements used in or relating to the Assets other than the contracts and agreements specifically listed as Excluded Assets.
Instruments in Full Force and Effect. The Contracts constituting a part of the Assets (collectively, the “Instruments”) (i) are valid and binding on Seller and in full force and effect, (ii) have not been amended or supplemented in any manner or respect except as disclosed, and (iii) except those Instruments set forth on Schedule 5.13, will be enforceable by the Buyer in accordance with their respective terms upon assignment and assumption. There are no defaults by the Seller thereunder and the Seller knows of no defaults thereunder by any other party thereto, and, to the Seller’s Knowledge, no event has occurred that with the lapse of time or action or inaction by any party thereto would result in a violation thereof or a default thereunder. Except for those Instruments set forth on Schedule 5.13, none of the rights under the Instruments will be impaired by the consummation of the transactions contemplated by this Agreement, and all such rights will inure to and be enforceable by the Buyer after the Closing without the authorization, consent, approval, permit or licenses of, or filing with, any other Person.
Instruments in Full Force and Effect. Possession under Leases. The Scheduled Contracts and the Scheduled Leases constituting a part of the Assets ("Instruments") are valid, binding and in full force and effect, have not been amended or supplemented in any manner or respect except as disclosed on Appendix 2.1(B)(9) to Seller's Disclosure Letter and Appendix. 2.1(D) to Seller's Disclosure Letter, and upon assignment and assumption, with applicable consents, if necessary, will be enforceable by Purchaser in accordance with their respective terms. There are no material defaults by Seller thereunder and Seller knows of no material defaults thereunder by any other party thereto, and, to the knowledge of Seller, no event has occurred that with the lapse of time or action or inaction by any party thereto would result in a material violation thereof or a material default thereunder. Seller enjoys peaceful and undisturbed possession under all leases included in the Scheduled Leases.
Instruments in Full Force and Effect. The Scheduled Contracts are valid, binding and in full force and effect, have not been amended or supplemented in any manner or respect and upon assignment and assumption, with applicable consents if necessary, will be enforceable by Petro in accordance with their respective terms, except as may be limited by bankruptcy, reorganization, fraudulent conveyance, insolvency and similar laws of general application relating to or affecting the enforcement of rights of creditors and subject to general principles of equity. There are no defaults by Seller thereunder and Seller knows of no defaults thereunder by any other party thereto, and, to the best knowledge of Seller, no event has occurred that with the lapse of time or action or inaction by any party thereto would result in a violation thereof or a default thereunder. Between the Effective Date of this Agreement and the Closing, Seller may enter into additional contracts and agreements in the ordinary course of its business, or renew any existing contract for a term not exceeding one (1) year and any such renewals and additional contracts will be disclosed to Petro by Seller, in writing, at least three (3) days prior to the Closing, said disclosure including a copy of each such additional contract or renewed contract. Petro shall retain the right to reject any such additional contract (but not any renewed contract) at the Closing, if said additional contract (i) has a value (cost or benefit) to the Business in excess of $500 per month during the term of said contract, or (ii) has a term in excess of twelve (12) months following the Closing Date, in which case such rejected additional contract shall not become part of the Scheduled Contracts, shall not be assigned to Petro, and shall not be assumed by Petro. All such renewed contracts, and all such additional contracts not so rejected by Petro at Closing shall become part of the Scheduled Contracts, shall be assigned to Petro and shall be assumed by Petro as part of this transaction except as noted in the list of Scheduled Contracts. None of the rights under the Scheduled Contracts will be impaired by the consummation of the transactions contemplated by this Agreement, and all such rights will inure to and be enforceable by Petro after the Effective Time of Closing without the authorization, consent, approval, Permit or licenses of, or filing with, any other Person. The term “Person” as used herein shall mean an individual, partnership, joint venture, corpora...
Instruments in Full Force and Effect. The Contracts and other material commitments, agreements, obligations and Permits (including without limitation licenses, royalties, assignments and similar agreements with respect to the Proprietary Information) constituting a part of the Purchased Assets (collectively, the “Instruments”) are valid, binding and in full force and effect, have not been amended or supplemented in any manner or respect except as disclosed, and upon assignment and assumption, with applicable consents if necessary, will be enforceable by the Buyer in accordance with their respective terms. There are no defaults by the Seller thereunder and the Seller knows of no defaults thereunder by any other party thereto, and, to the Seller’s and the Shareholder’s knowledge, no event has occurred that with the lapse of time or action or inaction by any party thereto would result in a violation thereof or a default thereunder. Except as set forth on Schedule 5.13 attached hereto, none of the rights under the Instruments will be impaired by the consummation of the transactions contemplated by this Agreement, and all such rights will inure to and be enforceable by the Buyer after the Closing without the authorization, consent, approval, permit or licenses of, or filing with, any other Person.
Instruments in Full Force and Effect. Possession under Leases. The Scheduled Contracts, and other commitments, agreements and obligations (including, without limitation, licenses, royalties, assignments and similar agreements with respect to the Intangible Assets) constituting a part of the Assets ("Instruments") are valid, binding and in full force and effect, have not been amended or supplemented in any manner or respect except as disclosed on Appendix 2.01(I) to Seller's Disclosure Letter, and upon assignment and assumption, with applicable consents if necessary, will be enforceable by Purchaser in accordance with their respective terms. There are no defaults by Seller thereunder, and Seller knows of no defaults thereunder by any other party thereto, and no event has occurred that with the lapse of time or action or inaction by any party thereto would result in a violation thereof or a default thereunder. None of the rights under the Instruments will be impaired by the consummation of the Transactions contemplated by this Agreement, and all such rights will enure to and be enforceable by Purchaser after the Effective Date without the authorization, consent, approval, permit or licenses of, or filing with, any other Person. Seller enjoys peaceful and undisturbed possession of the Shore Base Facility and the San Fernxxxx Xxxmises.
Instruments in Full Force and Effect. To Seller’s Knowledge, the Ordinary Course Agreements and Open Orders constituting a part of the Purchased Assets (the “Instruments”) are valid, binding and in full force and effect, have not been amended or supplemented in any manner or respect except as disclosed, and upon assignment and assumption, with applicable consents if necessary, will be enforceable by Buyer in accordance with their respective terms. To Seller’s Knowledge, there are no defaults thereunder by any party thereto, and, to Seller’s Knowledge, no event has occurred that with the lapse of time or action or inaction by any party thereto would result in a violation thereof or a default thereunder.
