Common use of Material and other Contracts Clause in Contracts

Material and other Contracts. (1) Schedule 4.13(a) lists all pending or executory contracts, ---------------- agreements or commitments relating to the Business, including, without limitation, license agreements, product supplier agreements, distribution agreements, marketing agreements, non-competition agreements, confidentiality agreements and vendor agreements, and other agreements relating to the Intellectual Property Rights (all such items being hereinafter collectively referred to as the "Material Agreements"). True and complete copies of all such documents and complete descriptions of all oral contracts (if any) referred to in Schedule 4.13 (a) have been provided or made available to Buyer and its ---------------- counsel. Each of the Assumed Contracts is (i) in full force and effect, no person or entity which is a party thereto or otherwise bound thereby is in default thereunder, and, to the best of the knowledge of Seller, no event, occurrence, condition or act exists which does (or which with the giving of notice or the lapse of time or both would) give rise to a default or right of cancellation, acceleration or loss of contractual benefits thereunder; (ii) there has been no threatened cancellations thereof, and there are no outstanding disputes thereunder; and (iii) none of them is materially burdensome to Seller. (2) Schedule 4.13(b) contains a complete and correct list of all ---------------- contract, commitments, obligations and understandings which are not set forth in any other Schedule delivered hereunder and to which Seller is a party or otherwise bound, and which relate to the Business, except for each of those which (i) was made in the ordinary course of business, and (ii) either (A) is terminable by Seller (and will be terminable by Buyer) without liability, expense or other obligation on thirty (30) days' notice or less, or (B) may be anticipated to involve aggregate payments to or by Seller of $5,000 (or the equivalent) or less calculated over the full term thereof, and (iii) is not otherwise material to the Business or any of the Purchased Assets. Complete and correct copies of all contracts, commitments, obligations and undertakings set forth on any of the Schedules delivered pursuant to this Agreement have been furnished by Seller to Buyer, and except as expressly stated on the Schedule on which they are set forth, (x) each of them is in full force and effect, no person or entity which is a party thereto or otherwise bound thereby is in default thereunder, and, to the best of the knowledge of Seller, no event, occurrence, condition or act exists which does (or which with the giving of notice or the lapse of time or both would) give rise to a default or right of cancellation, acceleration or loss of contractual benefits thereunder; (y) there has been no threatened cancellations thereof, and there are no outstanding disputes thereunder; and (z) none of them is materially burdensome to Seller.

Material and other Contracts. (1a) Schedule 4.13(a4.14(a) lists all pending or executory contracts, ---------------- agreements or commitments relating to the Business, including, without limitation, license agreements, product supplier agreements, distribution agreements, marketing agreementsagreements (including, without limitation, agreements relating to rights to list rentals, audio file, package inserts and ride alongs), non-competition agreements, confidentiality agreements and vendor agreements, and other agreements relating to the Intellectual Property Rights (all such items being hereinafter collectively referred to as the "Material Agreements"). True and complete copies of all such documents and complete descriptions of all oral contracts (if any) referred to in Schedule 4.134.14 (a) have been provided or made available to Buyer and its ---------------- counsel. Each of the Assumed Contracts is (i) in full force and effect, no person or entity which is a party thereto or otherwise bound thereby is in default thereunder, and, to the best of the knowledge of Seller, no event, occurrence, condition or act exists which does (or which with the giving of notice or the lapse of time or both would) give rise to a default or right of cancellation, acceleration or loss of material contractual benefits thereunder; and (ii) there has been no threatened cancellations thereof, and there are no outstanding disputes thereunder; and (iii) none of them is materially burdensome to Seller. (2b) Schedule 4.13(b4.14(b) contains a complete and correct list of all ---------------- contractcontracts, commitments, obligations and understandings which are not set forth in any other Schedule delivered hereunder and to which Seller is a party or otherwise bound, and which relate to the Business, except for each of those which (i) was made in the ordinary course of business, and (ii) either (A) is terminable by Seller (and will be terminable by Buyer) without liability, expense or other obligation on thirty (30) 30 days' notice or less, or (B) may be anticipated to involve aggregate payments to or by Seller of $5,000 (or the equivalent) or less calculated over the full term thereof, and (iii) is not otherwise material to the Business or any of the Purchased Assets. Complete and correct copies of all contracts, commitments, obligations and undertakings set forth on any of the Schedules delivered pursuant to this Agreement have been furnished by Seller to Buyer, and except as expressly stated on the Schedule on which they are set forth, (xy) each of them is in full force and effect, no person or entity which is a party thereto or otherwise bound thereby is in default thereunder, and, to the best of the knowledge of Seller, no event, occurrence, condition or act exists which does (or which with the giving of notice or the lapse of time or both would) give rise to a default or right of cancellation, acceleration or loss of material contractual benefits thereunder; and (yz) there has been no threatened cancellations thereof, and there are no outstanding disputes thereunder; and (z) none of them is materially burdensome to Seller.

Material and other Contracts. (1a) Schedule SCHEDULE 4.13(a) lists all pending or executory contracts, ---------------- agreements or commitments relating to the Business, including, without limitation, limitation license agreementsagreement, product supplier agreements, distribution agreements, marketing agreements, non-competition agreements, confidentiality agreements and vendor agreements, and other agreements relating to the Intellectual Property Rights (all such items being hereinafter collectively referred to as the "Material Agreements"). True and complete copies of all such documents and complete descriptions of all oral contracts (if any) referred to in Schedule SCHEDULE 4.13 (a) have been provided or made available to Buyer and its ---------------- counsel. Each of the Assumed Contracts is (i) in full force and effect, no person or entity which is a party thereto or otherwise bound thereby is in default thereunder, and, to the best of the knowledge of Seller, no event, occurrence, condition or act exists which does (or which with the giving of notice or the lapse of time or both would) give rise to a default or right of cancellation, acceleration or loss of contractual benefits thereunder; (ii) there has been no threatened cancellations thereof, and there are no outstanding disputes thereunder; and (iii) none of them is materially burdensome to Seller. (2b) Schedule SCHEDULE 4.13(b) contains a complete and correct list of all ---------------- contract, commitments, obligations and understandings which are not set forth in any other Schedule delivered hereunder and to which Seller is a party or otherwise bound, and which relate to the Business, except for each of those which (i) was made in the ordinary course of business, and (ii) either (A) is terminable by Seller (and will be terminable by Buyer) without liability, expense or other obligation on thirty (30) days' notice or less, or (B) may be anticipated to involve aggregate payments to or by Seller of $5,000 (or the equivalent) or less calculated over the full term thereof, and (iii) is not otherwise material to the Business or any of the Purchased Assets. Complete and correct copies of all contracts, commitments, obligations and undertakings set forth on any of the Schedules delivered pursuant to this Agreement have been furnished by Seller to Buyer, and except as expressly stated on the Schedule on which they are set forth, (x) each of them is in full force and effect, no person or entity which is a party thereto or otherwise bound thereby is in default thereunder, and, to the best of the knowledge of Seller, no event, occurrence, condition or act exists which does (or which with the giving of notice or the lapse of time or both would) give rise to a default or right of cancellation, acceleration or loss of contractual benefits thereunder; (y) there has been no threatened cancellations thereof, and there are no outstanding disputes thereunder; and (z) none of them is materially burdensome to Seller.