Common use of Status of Contracts Clause in Contracts

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. (a) STATUS. Except as set forth listed on SCHEDULE 3.12 and except for purchase orders made in Section 5.16 the ordinary course of business, TBS is not party to and is not bound by any contract which is not terminable by TBS upon thirty (30) days written notice without penalty, whether or not in the ordinary course of business, and including, without limiting the generality of the Disclosure Schedule and for events of default arising as a result foregoing, leases, mortgages, union contracts, employment agreements, pension, retirement or welfare agreements (whether oral or written, formal or informal or employee benefit plans within the meaning of the FilingEmployment Retirement Security Act of 1975, each as amended ("ERISA"), agreements for the sale or distribution of its services or products, vendor contracts, supply contracts, license agreements, service agreements and other agreements or instruments. There have been and are no material defaults under any contract to which TBS is a party, nor has any event occurred which, after the Seller Agreements (i) to giving of notice or, with the knowledge passage of Sellerstime, constitutes or both, would constitute a material default under any such contract. All such contracts are 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 effect; TBS has complied with the provisions hereofof its contracts in all material respects; and no notice of a claimed breach has been received by TBS. Assuming that TBS obtains the consents described in SCHEDULE 3.2, 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 Merger and the obtaining of any consents set forth in Section 5.3 consummation by TBS of the Disclosure Schedule, without the consent, approval or act oftransactions herein contemplated will not conflict with, or the making of any filing withresult in a breach, any other party. Sellers violation, termination 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 modification of, any of the Seller Agreementsterms of any contract, and, agreement or other instrument to the knowledge of Sellers, no other which TBS is a 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 which TBS or any of their Affiliates orits properties is or may be bound, to or constitute a default thereunder which would prevent or interfere with the knowledge of Sellers, by any such other party. Neither Sellers nor any of their Affiliates are currently renegotiating any Merger or the consummation 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 Agreementstransactions herein contemplated.

Status of Contracts. (a) STATUS. Except as set forth listed on SCHEDULE 3.12 and except for purchase orders made in Section 5.16 the ordinary course of business, CMS is not party to and is not bound by any contract which is not terminable by CMS upon thirty (30) days written notice without penalty, whether or not in the ordinary course of business, and including, without limiting the generality of the Disclosure Schedule and for events of default arising as a result foregoing, leases, mortgages, union contracts, employment agreements, pension, retirement or welfare agreements (whether oral or written, formal or informal or employee benefit plans within the meaning of the FilingEmployment Retirement Security Act of 1975, each as amended ("ERISA"), agreements for the sale or distribution of the Seller Agreements its services or products, vendor contracts, supply contracts, license agreements, service agreements and other agreements or instruments. Except as listed on SCHEDULE 3.12, (i) there have been and are no material defaults under any contract to which CMS is a party, nor has any event occurred which, after the knowledge giving of Sellersnotice or, constitutes with the passage of time, or both, would constitute a material default under any such contract; (ii) all such contracts are 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 effect; (iii) CMS has complied with the provisions hereof, may be transferred to Buyer pursuant to this Agreement and will continue of its contracts 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 all material respects; and, except for the Bankruptcy Court Order (iv) no notice of a claimed breach has been received by CMS. The Merger and the obtaining of any consents set forth in Section 5.3 consummation by CMS of the Disclosure Schedule, without the consent, approval or act oftransactions herein contemplated will not conflict with, or the making of any filing withresult in a breach, any other party. Sellers violation, termination 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 modification of, any of the Seller Agreementsterms of any contract, and, agreement or other instrument to the knowledge of Sellers, no other which CMS is a 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 which CMS or any of their Affiliates orits properties is or may be bound, to or constitute a default thereunder which would prevent or interfere with the knowledge of Sellers, by any such other party. Neither Sellers nor any of their Affiliates are currently renegotiating any Merger or the consummation 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 Agreementstransactions herein contemplated.

Status of Contracts. (a) STATUS. Except as set forth listed on SCHEDULE 3.12 and except for purchase orders made in Section 5.16 the ordinary course of business, neither DBPC nor MDC is party to and is bound by any material contract which is not terminable by either of DBPC or MDC, as applicable, upon thirty (30) days written notice without penalty, whether or not in the ordinary course of business, and including, without limiting the generality of the Disclosure Schedule foregoing, leases, mortgages, union contracts, employment agreements, agreements for the sale or distribution of its services or products, vendor contracts, supply contracts, license agreements, service agreements and for events other agreements or instruments. To the best knowledge of DBPC, MDC and the Stockholders, after due inquiry, there are no material defaults under any contract to which either of DBPC or MDC, as applicable, is a Party, nor has any event occurred which, after the giving of notice or, with the passage of time, or both, would constitute a material default arising under any such contract. All such contracts are valid and binding and in full force and effect; each of DBPC and MDC has complied with the provisions of its contracts in all material respects and no notice of a claimed breach has been received by either of DBPC or MDC, as applicable. The Merger and the consummation by each of DBPC and MDC of the transactions herein contemplated will not conflict with, or result in a breach, violation, termination or modification of, any of the terms of any contract, agreement or other instrument to which either of DBPC or MDC, as applicable, is a Party or by which either of DBPC or MDC, as applicable, or any of its properties is or may be bound, or constitute a default thereunder which would prevent or interfere with the Merger or the consummation of the transactions herein contemplated. All of such contracts are assignable to, or assumable by, MBAC 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 Merger 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 1701.82 of the Disclosure ScheduleOGCL subject to obtaining, without the consentwhere required, 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, consents 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 Agreementsassignment.