Common use of Outstanding Commitments Clause in Contracts

Outstanding Commitments. Schedule 2.19 sets forth a description of all existing contracts, agreements, commitments, licenses and franchises which involve more than $10,000 in consideration over the remaining term of the contract, agreement, commitment, license or franchise, other than agreements which relate only incidentally to the Drug Discovery Program and which are not reasonably required in the ongoing conduct of the Drug Discovery Program (collectively "Agreements"), whether written or oral, relating to the Drug Discovery Program. PerSeptive has delivered or made available to ChemGenics true, correct and complete copies of all of the Agreements specified on Schedule 2.19 which are in writing, and Schedule 2.19 contains an accurate and complete description of all Agreements which are not in writing. PerSeptive has paid in full all amounts due as of the date hereof under each Agreement identified in Schedule 2.19 and as of the Closing Date will have satisfied in full all of its liabilities and obligations thereunder due in the ordinary course of business prior to the Closing (it being understood that this representation shall not prevent PerSeptive from withholding payment in good faith based on a dispute with respect to its obligation to make payment, provided that the foregoing shall not be deemed to imply that ChemGenics shall have any liability therefore, and provided such nonpayment does not materially adversely affect the Transferred Assets or the Drug Discovery Program). All of the Agreements described in Schedule 2.19 are in full force and effect. PerSeptive and each other party thereto have performed all the obligations required to be performed by them to date, have received no notice of default and are not in default (with due notice or lapse of time or both) under any Agreement. PerSeptive has no present expectation or intention of not fully performing all its obligations under each Agreement, and PerSeptive has no knowledge of any breach or anticipated breach by the other party to any contract or commitment to which PerSeptive is a party. None of such Agreements has been terminated, no notice has been given by any party thereto of any alleged default by any party thereunder, and PerSeptive is not aware of any intention or right of any party to default another party to any such Agreement. There exists no actual or, to the knowledge of PerSeptive, threatened termination, cancellation or limitation of the business relationship of PerSeptive with any party to any such Agreement.