Common use of Agreements and Commitments Clause in Contracts

Agreements and Commitments. Except as described in Schedule 1.1(ll)(iii), IT Cruise is not a party to or bound by any Contract relating to the IT Cruise Business or the IT Cruise Assets. There is no oral agreement or Contract relating to the IT Cruise Business or the IT Cruise Assets which is material to the IT Cruise Business which has not been disclosed in writing to Travelbyus-IT and Travelbyus. IT Cruise has performed all of the obligations required to be performed by it and is entitled to all benefits under, and is not in default or alleged to be in default in respect of, any Contract relating to the IT Cruise Business or the IT Cruise Assets to which it is a party or by which it is bound; all such Contracts are in good standing and in full force and effect, and no event, condition or occurrence exists that, after notice or lapse of time or both, would constitute a default under any of the foregoing, except as set forth on Schedule 1.1(ll)(iii). NAGE has made available to Travelbyus-IT and Travelbyus a true and complete copy of each Contract listed or described in Schedule 1.1(ll)(iii) and all amendments, variations, extensions and modifications thereto. There is no requirement under any Contract relating to the IT Cruise Business or the IT Cruise Assets to which IT Cruise is a party or by which it is bound and which constitute part of the IT Cruise Assets to give any notice to, or to obtain the consent or approval of, any party to such Contract relating to the consummation of the transactions contemplated by this Agreement, except for the notifications, consents and approvals described in Schedule 6.2(n). Except as set forth on Schedule 12 or Schedule 13, NAGE has no reason to believe that any of the Contracts relating to the IT Cruise Business or the IT Cruise Assets will not be renewed in the ordinary course of business from and after their respective expiry dates on similar terms and conditions but makes no guarantees or assurances in this regard.

Agreements and Commitments. Except as described in Schedule 1.1(ll)(iii1.1(ff)(iii), IT Cruise International Tours is not a party to or bound by any Contract relating to the IT Cruise International Tours Business or the IT Cruise International Tours Assets. There is no oral agreement or Contract relating to the IT Cruise International Tours Business or the IT Cruise International Tours Assets which is material to the IT Cruise International Tours Business which has not been disclosed in writing to Travelbyus-IT and Travelbyus. IT Cruise International Tours has performed all of the obligations required to be performed by it and is entitled to all benefits under, and is not in default or alleged to be in default in respect of, any Contract relating to the IT Cruise International Tours Business or the IT Cruise International Tours Assets to which it is a party or by which it is bound; all such Contracts are in good standing and in full force and effect, and no event, condition or occurrence exists that, after notice or lapse of time or both, would constitute a default under any of the foregoing, except as set forth on Schedule 1.1(ll)(iii1.1(ff)(iii). NAGE International Tours has made available to Travelbyus-IT and Travelbyus a true and complete copy of each Contract listed or described in Schedule 1.1(ll)(iii1.1(ff)(iii) and all amendments, variations, extensions and modifications thereto. There is no requirement under any Contract relating to the IT Cruise International Tours Business or the IT Cruise International Tours Assets to which IT Cruise International Tours is a party or by which it is bound and which constitute part of the IT Cruise International Tours Assets to give any notice to, or to obtain the consent or approval of, any party to such Contract relating to the consummation of the transactions contemplated by this Agreement, except for the notifications, consents and approvals described in Schedule 6.2(n6.1(d)(i)(A). Except as set forth on Schedule 12 or Schedule 13, NAGE International Tours has no reason to believe that any of the Contracts relating to the IT Cruise International Tours Business or the IT Cruise International Tours Assets will not be renewed renewed, in the ordinary course of business business, from and after their respective expiry dates on similar terms and conditions conditions, but makes no guarantees or assurances in this regard.