Common use of The Assumed Contracts Clause in Contracts

The Assumed Contracts. Except as described on Schedule 3.19, with respect to the Assumed Contracts listed on Schedule 3.18: (a) Such Assumed Contracts constitute lawful and legally binding obligations of Seller, and to Seller’s knowledge, of the other parties thereto, and are enforceable in accordance with their terms, except as enforceability may be restricted, limited or delayed by applicable bankruptcy or other laws affecting creditors’ rights generally and except as enforceability may be subject to general principles of equity; (b) Each such Assumed Contract is in full force and effect and constitutes the entire agreement by and between the parties thereto; (c) In all material respects, all obligations required to be performed under the Assumed Contracts by Seller, and to Seller’s knowledge, by any other third party thereto (other than Seller), have been performed, and to Seller’s knowledge no event has occurred or failed to occur that constitutes, or with the giving of notice, the lapse of time or both would constitute, a material default by Seller under any of the Assumed Contracts; (d) Seller has not received written notice of any default or breach of any such Assumed Contract by any party; and (e) No such Assumed Contract contains a non-competition provision binding against

The Assumed Contracts. Except as described on Schedule 3.19, with respect to the Assumed Contracts listed on Schedule 3.18: (a) Such Assumed Contracts constitute lawful and legally binding obligations of Seller, and to Seller’s knowledge, of the other parties thereto, and are enforceable in accordance with their terms, except as enforceability may be restricted, limited or delayed by applicable bankruptcy or other laws affecting creditors’ rights generally and except as enforceability may be subject to general principles of equity; (b) Each such Assumed Contract is in full force and effect and constitutes the entire agreement by and between the parties thereto; (c) In all material respects, all obligations required to be performed under the Assumed Contracts by Seller, and to Seller’s knowledge, by any other third party thereto (other than Seller), have been performed, and to Seller’s knowledge no event has occurred or failed to occur that constitutes, or with the giving of notice, the lapse of time or both would constitute, a material default by Seller under any of the Assumed Contracts; (d) Seller has not received written notice of any default or breach of any such Assumed Contract by any party; and (e) No such Assumed Contract contains a non-competition provision binding againstagainst Seller.