Status of Contracts. Except as set forth in Schedule 5.17, each of the Seller Agreements constitutes a valid and binding obligation of the parties thereto and is in full force and effect and (except for those Seller Agreements which by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party has fulfilled and performed in all material respects its obligations under each of the Seller Agreements, and each Seller Party is not in, or alleged to be in, material breach or default under, nor to the Knowledge of Seller is there or is there alleged to be any basis for termination of, any of the Seller Agreements. To the Knowledge of Seller, (i) no other party to any of the Seller Agreements has materially breached or defaulted thereunder, and (ii) no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by any Seller Party or by any such other party. No Seller Party is currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Agreements have heretofore been made available to Buyer by Seller.
Status of Contracts. Except as set forth on SCHEDULE 4.29, each of the Contracts listed on SCHEDULES 2.1(g), 4.15(a) and 4.27(b) (collectively, the "Seller Agreements") constitutes a legal, valid, binding and enforceable obligation of the Seller and is in full force and effect and the transactions contemplated herein shall not have an Adverse Effect on the Seller Ancillary Agreements and, despite the transactions contemplated herein, they shall continue in full force and effect immediately after the Closing with Buyer as a party thereto instead of Seller, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Seller has fulfilled and performed its obligations under each of the Seller Agreements, and Seller is not in, or, to the Knowledge of Seller, alleged to be in, breach or default under, nor is there or is there alleged to be any basis for termination of, any of the Seller Agreements and, to the Knowledge of Seller, no other party to any of the Seller Agreements has breached or defaulted thereunder, and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a materially default or breach by Seller or, to the Knowledge of Seller, by any such other party. Seller is not currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. To Seller's knowledge, none of the Seller Agreements contains terms unduly burdensome or harmful to Buyer, upon assignment to Buyer. True and complete copies of each of the Seller Agreements have heretofore been delivered to Buyer by Seller.
Status of Contracts. Except as set forth in Schedule 3.15 or in any other Schedule hereto, each of the Contracts listed in Schedule 3.14 and indicated to be an “Assumed Contract” (collectively, the “Station Agreements”) is a legal, valid and binding obligation of a Seller Party and, to the Knowledge of the Seller Parties, the other parties thereto, and is in full force and effect (in each case, subject to applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). The Seller Parties and their Affiliates are not in breach of, or default under, any Station Agreement and, to the Knowledge of the Seller Parties, no other party to any Station Agreement is in breach of, or default under, any Station Agreement, and (ii) to the Knowledge of the Seller Parties, no event has occurred which would result in a breach of, or default under, any Station Agreement (in each case, with or without notice or lapse of time or both). True and complete copies of each of the Station Agreements, together with all amendments thereto, have heretofore been made available to the Buyer by the Seller Parties.
Status of Contracts. Except as otherwise disclosed on Schedule 3.19.2:
Status of Contracts. Except as set forth in Schedule 4.19 or in any other Schedule hereto, each of the leases, contracts and other agreements listed in Schedules 4.10(c), 4.12, 4.13(a) and 4.18 (collectively, the "Station Agreements") constitutes a valid and binding obligation of the Company and, to the Knowledge of the ACME Entities, the other parties thereto (subject to bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors' rights generally) and is in full force and effect (subject to bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors' rights generally) and (except as set forth in Schedule 4.3(c) and except for those Station Agreements which by their terms will expire prior to the Closing Date or will be otherwise terminated prior to the Closing Date in accordance with the provisions hereof or at the direction of Buyer) will be available to the Company following the sale and purchase of the Shares contemplated by this Agreement on terms and conditions no less favorable than those in effect on the date hereof and will be in full force and effect at the time of such sale and purchase, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. The Company has fulfilled and performed in all material respects its obligations under each of the Station Agreements to which it is a party, and the Company is not in, or alleged to be in, breach or default under any of the Station Agreements and, to the Knowledge of the ACME Entities, no other party to any of the Station Agreements has breached or defaulted thereunder, and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by the Company or, to the Knowledge of the ACME Entities, by any such other party. There are no oral contracts material to the operation of the Business or the Station. Complete and correct copies of each of the Station Agreements, together with all amendments thereto, have heretofore been delivered or made available to Buyer.
Status of Contracts. 20 (a) Status. . . . . . . . . . . . . . . . . . . . . . . 20 (b) Scale . . . . . . . . . . . . . . . . . . . . . . . 21 (c) Normality . . . . . . . . . . . . . . . . . . . . . 21 (d)
Status of Contracts. Except as set forth in Section 5.16 of the Disclosure Schedule and for events of default arising as a result of the Filing, each of the Seller Agreements (i) to the knowledge of Sellers, constitutes a valid and binding obligation of the parties thereto and (ii) is in full force and effect and, subject to the cure of defaults pursuant to Section 2.6 and except for those Seller Agreements that by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof, may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect upon such transfer, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and, except for the Bankruptcy Court Order and the obtaining of any consents set forth in Section 5.3 of the Disclosure Schedule, without the consent, approval or act of, or the making of any filing with, any other party. Sellers or their Affiliates have fulfilled and performed their respective obligations under each of the Seller Agreements, and except for events of default arising as a result of the Filing, Sellers or their Affiliates are not in, or, to the knowledge of Sellers, alleged to be in, breach or default under, nor is there or, to the knowledge of Sellers, is there alleged to be any basis for termination of, any of the Seller Agreements, and, to the knowledge of Sellers, no other party to any of the Seller Agreements has breached or defaulted thereunder, and no event has occurred and no condition or state of facts exists that, with the passage of time or the giving of notice or both, would constitute such a default or breach by Sellers or any of their Affiliates or, to the knowledge of Sellers, by any such other party. Neither Sellers nor any of their Affiliates are currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Sellers have made available to Buyer true and correct copies of each of the Seller Agreements.
Status of Contracts. 20 3.12 Consents................................................21 3.13
Status of Contracts. Seller has, to Seller’s knowledge, complied with all of the material provisions of written contracts (as disclosed on Exhibit 1.16) described in this Agreement and of all other written contracts to which Seller is a party. Further, other than those written contracts or agreements specifically described in this paragraph, Seller has no written contract extending beyond the Closing Date, which would be binding on Buyer or affect Buyer’s ability to close. All prepaid contracts being assigned have been fully paid by Seller.
Status of Contracts. All of the Contracts to be transferred and assigned hereunder to which such Seller is bound, are in full force and effect, and such Seller is not in breach of, or with the lapse of time or the giving of notice, or both, would be in breach of any of its material obligations thereunder, and consummation of the transactions contemplated hereunder will not result in such a breach.
