Material Assumed Contracts Sample Clauses

Material Assumed Contracts. Seller will use its best efforts obtain the written consent to the assumption by RII Sub of each of the Material Assumed Contracts listed on Schedule 1.28 which require such consent.

Material Assumed Contracts. (a) Section 3.8(a) of the Seller Disclosure Schedule sets forth a list of each Assumed Contract that exists as of the date hereof and falls within any of the following categories: (i) Contracts pursuant to which payments were made to Seller in excess of $150,000 in connection with the Business during the year ended December 31, 2002 or pursuant to which Seller is required to be paid in excess of $150,000 in connection with the Business for the year ending December 31, 2003, (ii) indefeasible right of use Contracts, (iii) Contracts establishing joint ventures or partnerships constituting a portion of the Business, (iv) Contracts containing covenants which materially limit the freedom of Seller or (from and after the Closing) Purchaser to operate the Business in any geographic area, (v) employment agreements, (vi) Contracts between Seller and any of its Affiliates providing for annual payments in excess of $150,000 and relating exclusively to the conduct of the Business, and (vii) all utility attachment or conduit agreements. Section 3.8(a) of the Seller Disclosure Schedule sets forth a list of each Contract, agreement or arrangement pursuant to which Seller is obligated or has agreed to make capital expenditures in excess of $150,000 with respect to the Business. Seller has provided Purchaser with access and opportunity to review true and correct copies of all Contracts set forth on Section 3.8(a) of the Seller Disclosure Schedule. (b) Except as set forth on Section 3.8(b) of the Seller Disclosure Schedules, Seller has not in the twelve months preceding the date hereof received any advance promotional payments or other prepayment in excess of $50,000 under any material Assumed Contract set forth on Section 3.8(a) of the Seller Disclosure Schedule. To the knowledge of Seller, as of the date of this Agreement, each of the Assumed Contracts set forth on Section 3.8(a) of the Seller Disclosure Schedule is in full force and effect as of the date hereof. Except as set forth on Section 3.8(b) of the Seller Disclosure Schedule, Seller and, to the knowledge of Seller, any other party thereunder, is not in material default under any Assumed Contract that is set forth on Section 3.8(a) of the Seller Disclosure Schedule, and, to the knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or the lapse of time) would give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or perform...

Material Assumed Contracts. (a) Section 3.8(a) of the Seller Disclosure Schedule sets forth a list of each Assumed Contract that exists as of the date hereof and falls within any of the following categories: (i) Contracts pursuant to which payments were made to Seller in excess of $150,000 in connection with the Business during the year ended December 31, 2002 or pursuant to which Seller is required to be paid in excess of $150,000 in connection with the Business for the year ending December 31, 2003, (ii) indefeasible right of use Contracts, (iii) Contracts establishing joint ventures or partnerships constituting a portion of the Business,

Material Assumed Contracts. Schedule 5.9 attached hereto lists ------------ each assumed contract of Seller (the "Material Assumed Contracts") relating to the Schools or to which any of the Purchased Assets is subject or bound that individually, or together as a series of related contracts involving the same party or parties, or the successors to such party or parties: (a) obligates Seller or its Affiliates to pay an amount of $5,000 or more, (b) has an unexpired term as of the date of this Agreement in excess of six months, (c) was not made in the ordinary course of business, or (d) is in any way otherwise material to the operation of the Schools. Each Material Assumed Contract is valid and existing. Seller has duly performed all its obligations under the Material Assumed Contracts to the extent that such obligations to perform have accrued. Seller has not received written notice of any alleged breach or default, and no event which would (with the passage of time, notice or both) constitute a breach or default by Seller or any other party or obligor with respect thereto has occurred. True and correct copies of the Material Assumed Contracts, including all amendments and supplements thereto, have been delivered to Buyer or are attached to Schedule 5.9. For purposes of this Agreement, the ------------ term "Affiliate" of any Person means any other Person who directly or indirectly controls, is controlled by, or is under common control with such Person.

Material Assumed Contracts. Schedule 5.9 attached hereto sets -------------------------- ------------ forth a true, complete and correct list of all material Assumed Contracts (hereinafter collectively referred to as the "Material Assumed Contracts") of Seller. True, complete and correct copies of all Material Assumed Contracts, together with all amendments thereto, have heretofore been delivered or otherwise made available to Buyer. The Material Assumed Contracts are in full force and effect, constitute legal, valid and binding obligations of Seller and, to the best knowledge of Seller, of the other parties thereto. Seller is not in material default or alleged to be in material default on any term of any such Material Assumed Contract. Except as noted on Schedule 5.9 attached hereto, the ------------ consummation of the transactions contemplated by this Agreement does not require the consent or approval of any party to any Material Assumed Contract.