Seller Contracts Sample Clauses

Seller Contracts. All Seller Contracts (other than those ---------------- constituting Excluded Assets) are described on SCHEDULE 5.6 or 5.7. Complete and correct copies of all Seller Contracts have been delivered by Seller to Buyer. Each Seller Contract is in full force and effect and constitutes the valid, legal, binding and enforceable obligation of Seller and Seller is not and to Seller's Knowledge each other party thereto is not, in breach or default of any material terms or conditions thereunder.
Seller Contracts. All contracts and agreements, other than ---------------- Governmental Permits and those relating to Real Property, pertaining to the ownership, operation and maintenance of the Assets or the Business or used or held for use in the Business, as described on SCHEDULE 5.6 or, in the case of contracts and agreements relating to Real Property, on SCHEDULE 5.7.
Seller Contracts. Schedule 1.8 lists all Seller Contracts that are material to the conduct of the Business as it is now conducted. Complete and correct copies of the Seller Contracts as currently in effect have been, or prior to the Closing will be, made available to Buyer. Neither Seller nor, to the Best of Seller's Knowledge, any other party to any Seller Contract is in any material respect in breach of the performance of its obligations under any Seller Contract.
Seller Contracts. All contracts, agreements and other arrangements pertaining to the lawful ownership, operation and maintenance of the CATV Systems or used in the CATV Systems, including without limitation those described in Schedule 1.2; and
Seller Contracts. Except as set forth in Schedule 4.22, neither such Seller nor its Affiliates are party to or bound by any Contract with the Company (such contracts, the "Seller Contracts"). Such Seller has delivered to Purchaser true and complete copies of each of the Seller Contracts to which it or its Affiliates are party, including any amendments thereto (or, in the case of oral Seller Contracts, true and complete written summaries thereof). Except as set forth in Schedule 4.22, as of the date hereof: (a) each of the Seller Contracts is valid, in full force and effect, and enforceable in accordance with its terms against such Seller and, to the knowledge of such Seller, against the parties thereto other than such Seller, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), (b) such Seller has fulfilled when due, or has taken all action necessary to enable it to fulfill when due, all of its obligations under each Seller Contract; (c) there has not occurred any breach or default (without regard to lapse of time, the giving of notice, the election of any Person other than a Seller, or any combination thereof) by a Seller nor, to the knowledge of such Seller, has there occurred any breach or default (without regard to lapse of time, the giving of notice, the election of such Seller, or any combination thereof) by any Person other than a Seller of or under any of the Seller Contracts; and (d) to the knowledge of such Seller, neither the Company nor any other Person is in arrears in the performance or satisfaction of its obligations under any of the Seller Contracts, and no waiver or indulgence has been granted by any of the parties thereto.
Seller Contracts. 6- 1.32 SERVICE AREA. . . . . . . . . . . . . . . . . . . . -6- 1.33 STOCK AGREEMENTS. . . . . . . . . . . . . . . . . . -6- 1.34 SYSTEM. . . . . . . . . . . . . . . . . . . . . . . -6- 1.35
Seller Contracts. Schedule III.P hereto contains a complete and accurate list of all "Seller Contracts." Except as set forth in such schedule: (1) each Seller Contract is in full force and effect and is valid and enforceable in accordance with its terms; (2) Seller is, and at all times has been, in compliance with all material applicable terms and requirements of each Seller Contract under which Seller has or had any obligation or liability or by which Seller or any of the Assets is or was bound; (3) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give Seller or other 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 Seller Contract; and (4) Seller has not given or received from any other person, at any time any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential material violation or breach of, or default under, any Seller Contract. Seller currently holds the Member Agreement which gives Seller exclusive rights to provide Programming Services to homes in the Service Area, and such agreement is in full force and effect with no defaults thereunder.
Seller Contracts. Except as set forth in Section 4.16 of the Seller Disclosure Schedule, the Seller is not a party to or is not bound by any contract, arrangement, commitment or understanding (i) with respect to the employment of any directors or executive officers, or with any consultants that are natural persons, involving the payment of $50,000 or more per annum, (ii) which is a Material Contract, (iii) which expressly limits the ability of the Seller to compete in any line of business, in any geographic area or with any Person, or which requires referrals of business or requires the Seller to make available investment opportunities to any Person on a priority, equal or exclusive basis, and in each case which limitation or requirement would reasonably be expected to be material to the Seller taken as a whole, (iv) with or to a labor union or guild (other than deposit and loan agreements but including any collective bargaining agreement), (v) in the case of a Seller Benefit Plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the other Transaction Documents, or the value of any of the benefits which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (vi) which would prohibit or materially delay the consummation of any of the transactions contemplated by this Agreement or the other Transaction Documents. The Seller has previously made available to the Buyer complete and accurate copies of each contract, arrangement, commitment or understanding of the type described in this Section 4.16 (collectively referred to herein as the “Seller Contracts”). All of the Seller Contracts are valid and in full force and effect, except to the extent they have previously expired or expire in accordance with their terms or if the failure to be in full force and effect, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Seller. The Seller has not, and to the knowledge of the Seller, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act, and no event or condition exists, which with or without notice, lapse of time or both would constitute a default under the provisions of, any Seller Contract, except in each case for those violations and defaults which, individually or in the aggregate, would not reason...
Seller Contracts. All contracts and agreements, other than Governmental Permits, pertaining to the ownership, operation and maintenance of the Assets or the Business or used or held for use in the Business other than programming contracts except those which are to be transferred to Buyer as set forth on SCHEDULE 1.31, and Real Property leasehold interests and easements set forth on SCHEDULE 1.28.
Seller Contracts. All of the Seller Contracts are described on SCHEDULE 3. Complete and correct copies of all Seller Contracts will be made available to Buyer and Buyer's representatives, for inspection and copying, at Seller's principal office in Seattle, Washington. Such documents constitute the entire agreement with the other party. Each Seller Contract is in full force and effect and constitutes the valid, legal, binding and enforceable obligation of Seller and Seller is not, and to Seller's knowledge, each other party thereto is not, in breach or default of any terms or conditions thereunder. The Seller Contracts (including all contracts relating to Real Property described on SCHEDULE 6) represent all the contracts and agreements necessary to operate the System. Except as described on SCHEDULE 2 (Governmental Permits) and SCHEDULE 3 (Seller Contracts), Seller is not bound or affected by any of the following that relate to the Business: (i) leases of real or personal property; (ii) franchises for the construction, ownership or operation of cable television systems or contracts of substantially equivalent effect; (iii) other licenses, authorizations, consents or permits of the FCC or any other Governmental Authority; (iv) material easements, rights of access, underground conduit agreements, crossing agreements or other interests in real property; (v) pole line or attachment agreements; (vi) multiple dwelling unit agreements, including bulk agreements, and commercial service agreements; (vii) agreements pursuant to which the System receives or provides advertising sales representation services; (viii) agreements pursuant to which the System or Seller has constructed or agreed to construct for third parties an institutional network or otherwise provides to third parties telecommunications services other than one-way video; (ix) construction and development agreements (other than installation agreements where services are provided in the ordinary course of business on an as-needed basis) or (x) Contracts relating to the operation of the Business, that are not terminable by Seller without cost or penalty on not more than ninety (90) days' prior written notice and which require the payment of, or the provision of services worth more than $500 per month. Seller is a party to all Seller Contracts and no Affiliate of Seller is a party to any Seller Contracts. Other than with respect to Seller's limited partnership agreement, the management agreement identified in SCHEDULE 4.2, t...