Common use of Status of Contracts Clause in Contracts

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 on SCHEDULE 4.29in Schedule 5.21, each of the Contracts leases, contracts and other agreements listed on SCHEDULES 2.1(g)in Schedules 5.11, 4.15(a) 5.14, 5.15, 5.18 and 4.27(b) 5.20 (collectively, the "“Seller Agreements"”) constitutes a legal, valid, valid and binding and enforceable obligation of the Seller and parties thereto and, to the Knowledge of Sellers, 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 (except as set forth in Schedule 5.3) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect immediately after the Closing with Buyer as a party thereto instead of Sellerthereafter, 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 has fulfilled and performed in all material respects its respective obligations under each of the Seller Agreements, and no Seller is not in, or, to the Knowledge of Seller, or alleged by any other party thereto to be in, breach or default in any material respect 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 SellerSellers, no other party to any of the Seller Agreements has breached or defaulted thereunderthereunder in any material respect, and and, to the Knowledge of Sellers, 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, Sellers or by any such other party. No 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 Complete and complete correct copies of each of the Seller Agreements have heretofore been delivered or made available to Buyer. Sellers have provided Buyer and CNU with true, correct and complete copies of all written reports, audits and compliance investigations conducted by Selleror on behalf of any party to any Seller Agreement regarding Sellers’ compliance with the requirements of such Seller Agreement or applicable Requirements of Law.

Status of Contracts. Except as set forth on SCHEDULE 4.29in Schedule 5.20, each of the Contracts listed on SCHEDULES 2.1(g), 4.15(a) and 4.27(b) (collectively, the "Seller Agreements") Agreements constitutes a legal, valid, valid and binding and enforceable obligation of Seller or Seller Subsidiary and, to the knowledge of Seller, Seller Subsidiary or the Selling Parties, of the other parties thereto 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 (except as set forth in full force and effect immediately after the Closing with Schedule 5.3) may be transferred to Buyer as a party thereto instead of Sellerpursuant to this Agreement, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder thereunder. Each of Seller and without the consent, approval or act of, or the making of any filing with, any other party. Seller Subsidiary has fulfilled and performed in all material respects its obligations under each of the Seller Agreements, and neither Seller is not nor Seller Subsidiary in, or, or to the Knowledge of knowledge or Seller, Seller Subsidiary or the Selling Parties, alleged to be in, breach or default under, nor nor, to the knowledge of Seller, Seller Subsidiary or the Selling Parties, is there or is there alleged to be any basis for termination of, any of the Seller Agreements and, to the Knowledge knowledge of Seller, Seller Subsidiary or the Selling Parties, no other party to any of the Seller Agreements has breached or defaulted thereunder, and and, to the knowledge of Seller, Seller Subsidiary or the Selling Parties, 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, Seller Subsidiary, or by any such other party. Neither Seller is not nor Seller Subsidiary 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 Complete and complete correct copies of each of the Seller Agreements have heretofore been delivered made available to Buyer by Seller.

Status of Contracts. Except as set forth on SCHEDULE 4.29Schedule 4.30, to the Knowledge of Seller, each of the Contracts listed on SCHEDULES Schedules 2.1(g), 4.15(a4.14(a) and 4.27(b) (collectively, the "Seller Agreements") constitutes a legal, valid, binding and enforceable obligation of the Seller parties thereto 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, and 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 to the knowledge of Seller 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 to the Knowledge of Seller 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 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 on SCHEDULE 4.29To the Knowledge of Seller, each of the Contracts listed on SCHEDULES Schedules 2.1(g), 4.15(a) and 4.27(b4.26(b) (collectively, the "“Seller Agreements"”) constitutes a legal, valid, binding and enforceable obligation of the Seller parties thereto 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, and 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 to the Knowledge of Seller 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 to the Knowledge of Seller 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 on SCHEDULE 4.29Schedule 4.21, to the Best Knowledge of Seller, each of the Contracts listed on SCHEDULES 2.1(g), 4.15(aSchedules 2.1(c) and 4.27(b) 4.10 (collectively, the "Seller Agreements") constitutes a legal, valid, binding and enforceable obligation of the Seller parties thereto 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, Documents and 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 Best 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 Best 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 Best 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 on SCHEDULE 4.29in Schedule 3.18 or in any other Schedule hereto, each of the Contracts leases, contracts and other agreements listed on SCHEDULES 2.1(gin Schedules 3.10(b), 4.15(a) 3.11 and 4.27(b3.17 applicable to the Stations (provided, in the case of Schedule 3.17, such contract or other agreement is designated therein as an “Assumed Contract”, but excluding the contracts and other agreements designated in Schedule 3.17 as a “Contract Not Assumed,”) (collectively, the "Seller “Station Agreements"”) constitutes a legal, valid, valid and binding and enforceable obligation of Seller and, to the Seller Knowledge of Seller, 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 3.3 and except for those Station Agreements which by their terms will expire prior to the transactions contemplated herein shall not have an Adverse Effect on Closing Date or will be otherwise terminated prior to the Seller Ancillary Agreements and, despite Closing Date in accordance with the transactions contemplated herein, they shall continue provisions hereof or at the direction of Buyer) may be transferred to Buyer pursuant to this Agreement and will be in full force and effect immediately after at the Closing with Buyer as a party thereto instead time of Sellersuch transfer, 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 partyPerson. Seller Except as has fulfilled not, individually or in the aggregate, had and performed its obligations under each of the Seller Agreementswould not reasonably be expected to have a Material Adverse Effect, and (i) Seller is not inin breach of, 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 Station Agreement and, to the Knowledge of Seller, no other party to any of the Seller Agreements has breached Station Agreement is in breach of, or defaulted thereunderdefault under, any Station Agreement, 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, (ii) to the Knowledge of Seller, by no event has occurred which would result in a breach of, or default under, any such other partyStation Agreement (in each case, with or without notice or lapse of time or both). 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 Complete and complete correct copies of each of the Seller Agreements Station Agreements, together with all amendments thereto, have heretofore been delivered or made available to Buyer by Seller.

Status of Contracts. Except as set forth on in SCHEDULE 4.295.16 or in any other Schedule hereto, each of the Contracts leases, contracts and other agreements listed on SCHEDULES 2.1(g), 4.15(a) and 4.27(b) in SCHEDULE 5.15 (collectively, the "Seller AgreementsSELLER AGREEMENTS") constitutes a legal, valid, valid and binding and enforceable obligation of the Seller parties thereto and is in full force and effect and (except as set forth in SCHEDULES 5.4(A) AND 5.4 (B), and except for those Seller Agreements which by their terms will expire prior to the transactions contemplated herein shall not have an Adverse Effect on Closing Date or are otherwise terminated prior to the Seller Ancillary Agreements and, despite Closing Date in accordance with the transactions contemplated herein, they shall provisions hereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect immediately after the Closing with Buyer as a party thereto instead of Sellerthereafter, 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 actual knowledge of Seller, alleged to be in, breach or default under, nor (except as set forth in SCHEDULE 5.16) is there or or, to the actual knowledge of Seller, is there alleged to be any basis for termination of, any of the Seller Agreements and, to the Knowledge of Seller, and 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, or 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 Complete and complete correct copies of each of the Seller Agreements have heretofore been delivered made available to Buyer by Seller.