Common use of Material Assumed Contracts Clause in Contracts

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 performance of, or to cancel, terminate or modify, any Assumed Contract set forth on Section 3.8(a) of the Seller Disclosure Schedule, in either case except as would not, individually or in the aggregate, have a Material Adverse Effect.

Material Assumed Contracts. (a) Section 3.8(a) of the Seller Disclosure Schedule sets forth a list of each Assumed Contract, as well as each Contract to which Home Link is a party, 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 or Home Link in excess of $150,000 50,000 in connection with the Business during the year ended December 31, 2002 2001 or pursuant to which Seller or Home Link is required to be paid in excess of $150,000 50,000 in connection with the Business for the year ending December 31, 20032002, (ii) indefeasible right of use or similar Contracts, (iii) Contracts establishing joint ventures or partnerships constituting a portion of the Business, including the Partnership Contracts, (iv) Contracts containing covenants which materially limit the freedom of Seller Seller, Home Link or (from and after the Closing) Purchaser to operate the Business in any geographic area, (v) employment agreements and severance agreements, (vi) Contracts between Seller or Home Link and any of its their respective Affiliates providing for annual payments in excess of $150,000 50,000 and relating exclusively to the conduct of the Business, (vii) Contracts pursuant to which Seller or Home Link is required to make or is contemplated to receive aggregate payments in excess of $50,000, (viii) Contracts which are otherwise material to the operation of the Business and (viiix) 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 or Home Link is obligated or has agreed to make capital expenditures in excess of $150,000 50,000 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 Each of the Assumed Contracts set forth on Section 3.8(a) of the Seller Disclosure Schedule and each material Contract to which Home Link is a party is in full force and effect as of the date hereofhereof and, except for those Assumed Contracts and Contracts to which Home Link is a party that expire or are terminated in accordance with their terms, will be in full force and effect on the Closing Date. Except as set forth on Section 3.8(b) of the Seller Disclosure Schedule, Seller each of Seller, Home Link 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 ScheduleSchedule or any material Contract to which Home Link is a party. Neither Seller nor Home Link has given any notice, andnor, to the knowledge best of Seller's knowledge has any written notice been given to Seller or Home Link, no event has occurred with respect to the termination or circumstance exists that (with breach of any rights or without notice obligations of Seller or Home Link, as the lapse of time) would give case may be, under any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Assumed Contract set forth on Section 3.8(a) of the Seller Disclosure Schedule. Except as set forth on Section 3.8(b) of the Seller Disclosure Schedule, in either case except as would not, individually there are no pending or in the aggregate, have unresolved audits with respect to utility attachment or conduit agreements to which Seller or Home Link is a Material Adverse Effectparty.