Common use of Outstanding Commitments Clause in Contracts

Outstanding Commitments. The Assigned Contracts constitute all existing material contracts, agreements, charters, leases, subleases, commitments, licenses, and franchises, whether written or oral, relating to the Business. Sellers have delivered or made available to Buyers true, correct, and complete copies of all written Assigned Contracts, and Schedule 1.1(e) contains an accurate and complete description of all Assigned Contracts that are not in writing. Except as set forth in Schedule 1.1(e), all of the Assigned Contracts are in full force and effect, each Seller and, to the knowledge of Sellers, each other party to each of the Assigned Contracts has performed all the obligations required to be performed by it to date, and, to the knowledge of Sellers, there is not under any of the Assigned Contracts any existing default that with notice or lapse of time or both would constitute such a default. Sellers have no present expectation or intention of not fully performing their obligations under each of the Assigned Contracts and no knowledge of any breach or anticipated breach by any other party to any of the Assigned Contracts. None of the Assigned Contracts has been terminated nor has notice of termination been given with respect thereto, no notice has been given by any party thereto of any alleged default thereunder by any party thereto, and Sellers are aware of no intention or right of any party to any Assigned Contract to declare a default by another party to any Assigned Contract. There exists no actual or threatened termination, cancellation, or limitation of the business relationship of any Seller with any party to any Assigned Contract except by reason of the expiration of the term of such Assigned Contract. Schedule 2.11 identifies all existing leases, together with the name and address of the lessor and the material terms of the lease, covering all leased equipment aboard any of the Vessels.

Outstanding Commitments. The Assigned Contracts constitute all SCHEDULE 2.26 lists each existing material contractscontract, agreementsagreement, chartersunderstanding, leasescommitment, subleases, commitments, licenses, license and franchisesfranchise, whether written or oral, relating which is material to any APP Company or its business or assets, or which involves amounts in excess of $50,000 (each, a "Material Agreement," and collectively, the Business"Material Agreements"). Sellers The APP Companies have delivered or made available to Buyers the Buyer true, correct, correct and complete copies of all written Assigned Contractsof the Material Agreements specified on SCHEDULE 2.26 which are in writing, and Schedule 1.1(e) SCHEDULE 2.26 contains an accurate and complete description of all Assigned Contracts that are material terms of each Material Agreements which is not in writing. Except The APP Companies have paid in full all amounts due and required to be paid as set forth of the date hereof under each Material Agreement identified in Schedule 1.1(e), SCHEDULE 2.26 and will have satisfied in full all of their respective liabilities and obligations thereunder due and required to be paid prior to the Assigned Contracts Closing. All of the Material Agreements listed in SCHEDULE 2.26 are in full force and effect, each Seller except such Material Agreements to be terminated at Closing pursuant to this Agreement. Each APP Company and, to the knowledge Actual Knowledge of the Schedule 1.03 Sellers, each other party to each of the Assigned Contracts has thereto have performed all of the obligations required to be performed by it them to date, and, to the knowledge have received no notice of Sellers, there is default and are not under any of the Assigned Contracts any existing in default that (with due notice or lapse of time or both would constitute both) under any Material Agreement except where such failures to perform and defaults could not, individually or in the aggregate, reasonably be expected to have a defaultMaterial Adverse Effect. Sellers have no No APP Company has a present expectation or intention of not fully performing their all of its obligations under each of the Assigned Contracts Material Agreement, and no knowledge Schedule 1.03 Seller has Actual Knowledge of any breach or anticipated breach by any the other party to any of the Assigned Contracts. None of the Assigned Contracts has been terminated nor has notice of termination been given with respect thereto, no notice has been given by contract or commitment to which any party thereto of any alleged default thereunder by any party thereto, and Sellers are aware of no intention or right of any party to any Assigned Contract to declare APP Company is a default by another party to any Assigned Contractparty. There exists no actual or or, to the Actual Knowledge of the Schedule 1.03 Sellers, threatened termination, cancellation, cancellation or limitation of the business relationship of any Seller APP Company with any party to any Assigned Contract except by reason of the expiration of the term of such Assigned Contract. Schedule 2.11 identifies all existing leases, together with the name and address of the lessor and the material terms of the lease, covering all leased equipment aboard any of the VesselsMaterial Agreement.

Outstanding Commitments. The Assigned Contracts constitute Schedule 5.1(q) sets forth a list of all ----------------------- --------------- existing material contracts, agreements, chartersunderstandings, arrangements, leases, subleases, commitments, licenses, and franchisesinstallment and conditional sales agreements, whether written or oral, relating to each of the BusinessCompanies (collectively, the "Company Contracts") and, with respect to oral Company Contracts, an accurate and complete summary of the material provisions. Sellers The Principals have delivered caused the Companies to deliver or made make available to Buyers ▇▇▇▇▇ true, correct, correct and complete copies of all written Assigned Company Contracts. The execution, delivery and Schedule 1.1(e) contains an accurate and complete description performance by the Companies of each of their Company Contracts has been authorized by all Assigned Contracts that are not in writingnecessary corporate action. Except as set forth in Schedule 1.1(e), all All of the Assigned Company Contracts are in full force and effect, each Seller and, to the knowledge of Sellers, . The Companies and each other party to each of the Assigned Company Contracts has have performed all the obligations required to be performed by it them to date, and, to the knowledge have received no notice of Sellers, there is default and are not under any of the Assigned Contracts any existing in default that (with due notice or lapse of time or both would constitute such a defaultboth) under any of the Company Contracts. Sellers The Principals and the Companies have no present expectation or intention of not fully performing all their obligations under each of the Assigned Contracts Company Contracts, and no neither the Principals nor the Companies have any knowledge of any breach or anticipated breach by any other party to any of the Assigned Company Contracts. None of the Assigned Company Contracts has have been terminated nor has notice of termination been given with respect theretoterminated, no notice has been given by any party thereto of any alleged default thereunder by any party thereto, and Sellers neither the Principals nor the Companies are aware of no any intention or right of any party to any Assigned Company Contract to declare a default by another party to any Assigned Company Contract. There exists no actual or, to the knowledge of the Principals or the Companies, threatened termination, cancellation, cancellation or limitation of the business relationship of any Seller the Companies with any party to any Assigned Contract except by reason of the expiration of the term of such Assigned Company Contract. Schedule 2.11 identifies all existing leases, together with the name and address of the lessor and the material terms of the lease, covering all leased equipment aboard any of the Vessels.

Outstanding Commitments. The Assigned Contracts constitute (a) Schedule 2.25 sets forth a list of all existing material contractscontracts (including, without limitation, Franchise Contracts, Affiliate Contracts, Farm-Out Contracts and contracts or other rights related to providing services to hotels and airlines), agreements, charterscontracts, understandings, arrangements, leases, subleases, commitments, licenses, and franchisesinstallment and conditional sales agreements, whether written or oral, relating to MILN or the BusinessBusiness (collectively, "Company Contracts") and, with respect to oral Company Contracts an accurate and complete summary of the material provisions. Sellers have MILN has delivered or made available to Buyers ▇▇▇▇▇ true, correct, correct and complete copies of all written Assigned Contracts, Company Contracts and Schedule 1.1(e) 2.25 contains an accurate and complete description of all Assigned Company Contracts that which are not in writing. Except as set forth in Schedule 1.1(e)The execution, delivery and performance by MILN of each of its Company Contracts has been authorized by all necessary corporate action. All of the Assigned Company Contracts are in full force and effect, each Seller and, to the knowledge of Sellers, . MILN and each other party to each of the Assigned Company Contracts has have performed all the obligations required to be performed by it them to date, and, to the knowledge have received no notice of Sellers, there is default and are not under any of the Assigned Contracts any existing in default that (with due notice or lapse of time or both would constitute such a defaultboth) under any of the Company Contracts. Sellers have MILN has no present expectation or intention of not fully performing their all its obligations under each of the Assigned Contracts Company Contracts, and no neither MH nor MILN have any knowledge of any breach or anticipated breach by any other party to any of the Assigned Company Contracts. None of the Assigned Company Contracts has have been terminated nor has notice of termination been given with respect theretoterminated, no notice has been given by any party thereto of any alleged default thereunder by any party thereto, and Sellers are neither MH nor MILN is aware of no any intention or right of any party to any Assigned Company Contract to declare a default by another party to any Assigned Company Contract. There exists no actual or, to the knowledge of MH or MILN, threatened termination, cancellation, cancellation or limitation of the business relationship of any Seller MILN with any party to any Assigned Contract except by reason Company Contract. (b) Schedule 2.25 sets forth, with respect to each Franchise Contract, (i) the name, address, telephone number of each former Franchisee, (ii) a description of any notes receivable from each Franchisee and former Franchisee, including the amount of the expiration obligation, date of obligation, interest rate, term, dates of first and last payments, down payments, total amount financed, monthly payment, balloon payment (if any) and balance outstanding and (iii) any agreement to pay any amount to any former Franchisee. Except as set forth on Schedule 2.25, there are no agreements, commitments, or understandings of any kind, whether written or oral, between MILN (or its officers, agents, employees or representatives) and any Franchisee. (c) Schedule 2.25 sets forth a list and description of all Affiliate Contracts, including, with respect to each such Affiliate Contract, the term of such Assigned Contract. Schedule 2.11 identifies all existing leasesname, together with the name address, and address of the lessor and the material terms of the lease, covering all leased equipment aboard any of the Vessels.telephone