Common use of Existing Contracts Clause in Contracts

Existing Contracts. SCHEDULES 2.01(a) AND (d) hereto sets forth all agreements (other than standard subscriber agreements for cellular service) in effect on the date hereof with each Seller's subscribers, all leases (other than personal property leases with annual payments of less than $12,000 and which leases, together with the other contracts and agreements not required to be disclosed on SCHEDULES 2.01(a) AND (d), in the aggregate have annual payments of less than $150,000 or which are terminable without penalty on six months or less notice) to which each Seller is a party and which relate to the ownership of the Assets or the operation of the Business, and all other agreements (other than agreements with annual payments of less than $12,000 and which agreements, together with the other leases and contracts not required to be disclosed on SCHEDULES 2.01(a) AND (d), in the aggregate have annual payments of less than $150,000 or which are terminable without penalty on six months or less notice) or commitments (written or oral) to which each Seller is a party which relate to the ownership of the Assets or the operation of the Business (the "Existing Contracts") except for outstanding purchase orders that are included in the Budgets (the "Purchase Orders"). No partner of any Seller or any Person (other than Seller) controlling, controlled by or affiliated with any such partner has any contractual relationship relating to the ownership or operation of the Business. Sellers have heretofore delivered to Purchaser true and correct copies of the Existing Contracts. Except as disclosed on SCHEDULES 2.01(a) AND (d), Sellers have no knowledge of any breach or anticipated breach by the other parties to any Existing Contracts. The Existing Contracts are in full force and effect and Sellers are in compliance with the terms of such Existing Contracts. Except for the Existing Contracts and the Purchase Orders, neither Seller has entered into any other agreements (other than agreements with annual payments of less than $12,000 and which agreements, together with the other leases and contracts not required to be disclosed on SCHEDULES 2.01(a) AND (d), in the aggregate have annual payments of less than $150,000 or which are terminable without penalty on six months or less notice) relating to the ownership of the Assets and the operation of the Business, including, but not limited to, rights-of-way, rights of entry, licenses, easements, leases (real property or equipment), or guaranty agreements. There are no claims by third parties that either Seller is required to enter into other agreements to enable it to continue owning the Assets and the operation of the Business as it is presently being operated.

Existing Contracts. SCHEDULES 2.01(a) AND (d) hereto sets forth all agreements (other than standard subscriber agreements for cellular service) in effect on the date hereof with each Seller's subscribersor Xxxxxxx'x customers, all leases (other than personal property leases with annual payments of less than $12,000 and which leases, together with the other contracts and agreements not required to be disclosed on SCHEDULES 2.01(a) AND (d), in the aggregate have annual payments of less than $150,000 or which are terminable without penalty on six months or less notice) to which each Seller and/or Xxxxxxx is a party and which relate to the ownership of the Assets or the operation of the Business, all agreements, commitments and understandings to which Xxxxxxx or Seller is a party with SBC (other than such agreements, commitments and understandings subject to a confidentiality agreement with SBC and SBC has not released from the provisions thereof) and all other agreements (other than agreements with annual payments of less than $12,000 and which agreements, together with the other leases and contracts not required to be disclosed on SCHEDULES 2.01(a) AND (d), in the aggregate have annual payments of less than $150,000 or which are terminable without penalty on six months or less notice) or commitments (written or oral) to which each Xxxxxxx or Seller is a party which relate to the ownership of the Assets or the operation of the Business (the "Existing Contracts") except for outstanding purchase orders that are included in the Budgets (the "Purchase Orders"). No partner of any Seller Partner or any Person person or entity (other than Seller) controlling, controlled by or affiliated with any such partner Partner has any contractual relationship relating to the ownership or operation of the Business. Sellers have Seller has heretofore delivered to Purchaser true and correct copies of the Existing Contracts. Except as disclosed on SCHEDULES 2.01(a) AND (d), Sellers have Seller has no knowledge of any breach or anticipated breach by the other parties to any Existing Contracts. The Existing Contracts are in full force and effect and Sellers are Xxxxxxx and Seller, as applicable, is in compliance with the terms of such Existing Contracts. Except for the Existing Contracts and the Purchase OrdersContracts, neither Xxxxxxx nor Seller has entered into any other agreements (other than agreements with annual payments of less than $12,000 and which agreements, together with the other leases and contracts not required to be disclosed on SCHEDULES 2.01(a) AND (d), in the aggregate have annual payments of less than $150,000 or which are terminable without penalty on six months or less notice) relating to the ownership of the Assets and the operation of the Business, including, but not limited to, rights-of-way, rights of entry, licenses, easements, leases (real property or equipment), or guaranty agreements. There To the best of Seller's and Xxxxxxx'x knowledge, there are no claims by third parties that either Seller is or Xxxxxxx are required to enter into other agreements to enable it to continue owning the Assets and the operation of the Business as it is presently being operated.

Existing Contracts. SCHEDULES 2.01(a) AND (d) hereto sets set forth all contracts, commitments and agreements in effect on the date hereof with Seller's subscribers (other than standard subscriber agreements for cellular service) in effect on the date hereof with each Seller's subscriberscellular), all leases (other than personal property leases with annual payments of less than $12,000 2,000 and which leases, together with the other contracts and agreements not required to be disclosed on SCHEDULES 2.01(a) AND (d), in the aggregate have annual payments of less than $150,000 25,000 or which are terminable without penalty on six months one month or less notice) to which each Seller is a party and which relate to the ownership of the Assets or the operation of the Businessparty, and all other contracts, commitments and agreements (other than agreements with annual payments of less than $12,000 2,000 and which agreements, together with the other leases and contracts not required to be disclosed on SCHEDULES 2.01(a) AND (d), in the aggregate have annual payments of less than $150,000 25,000 or which are terminable without penalty on six months one month or less notice) or commitments (written or oral) to which each Seller is a party which relate to the ownership of the Assets or the operation of the Business (the "Existing Contracts") except for outstanding purchase orders that are the contracts, leases, commitments and agreements included in among the Budgets Non-Assumed Liabilities (the "Purchase OrdersExcluded Contracts"). No partner Except as disclosed on SCHEDULE 7.25, no officer, director or employee of any Seller or any Person (other than Seller) controlling, controlled by or affiliated with or family member of any such partner officer, director or employee has any contractual relationship relating to the ownership or operation of the Business. Sellers have Seller has heretofore delivered to Purchaser true and correct copies of the Existing Contracts. Except as disclosed on SCHEDULES 2.01(a) AND (d), Sellers have Seller has no knowledge of any breach or anticipated breach by the other parties to any Existing Contracts. The Existing Contracts are in full force and effect and Sellers are Seller is in compliance with the terms of its obligations under such Existing Contracts. Except for the Existing Contracts and the Purchase OrdersExcluded Contracts, neither Seller has not entered into any other agreements contract, commitment or agreement (other than agreements with annual payments of less than $12,000 2,000 and which agreements, together with the other leases and contracts not required to be disclosed on SCHEDULES 2.01(a) AND (d), in the aggregate have annual payments of less than $150,000 25,000 or which are terminable without penalty on six months one month or less notice) relating to the ownership of the Assets and or the operation of the Business, including, but not limited to, rights-of-way, rights of entry, licenses, easements, leases (real property or equipment)leases, or guaranty agreements. There are no claims by third parties that either Seller is required to enter into other agreements to enable it to continue owning to own the Assets and the operation operate of the Business as it is presently being operated.

Existing Contracts. SCHEDULES 2.01(a) AND (d) SCHEDULE 2.01 hereto sets set forth all contracts, commitments and agreements (other than standard subscriber agreements for cellular servicewritten and oral) (except those terminable with notice provided in thirty (30) or fewer days) in effect on the date hereof with each SellerSelling Group's subscriberscustomers, all leases (other than personal property leases with annual payments of less than $12,000 and which leases, together with the other contracts and agreements not required to be disclosed on SCHEDULES 2.01(a) AND (d), in the aggregate have annual payments of less than $150,000 or which are terminable without penalty on six months or less notice) to which each Seller a Selling Group member is a party and which relate to the ownership of the Assets or the operation of the Businessparty, and all other contracts, commitments and agreements (other than agreements with annual payments of less than $12,000 written and which agreements, together with the other leases and contracts not required to be disclosed on SCHEDULES 2.01(a) AND (d), in the aggregate have annual payments of less than $150,000 or which are terminable without penalty on six months or less notice) or commitments (written or oral) to which each Seller a Selling Group member is a party which relate to the ownership of the Assets or the operation of the Business that are being assigned to Purchaser (the "Existing Contracts") except for outstanding purchase orders that are included in the Budgets (the "Purchase Orders"). No Except as disclosed on SCHEDULE 7.07, no officer, director, partner or employee of any Seller a Selling Group member or any Person (other than SellerSelling Group members) controlling, controlled by or affiliated with or family member of any such partner officer, director or employee has any contractual relationship relating to the ownership or operation of the BusinessBusiness that is being sold, transferred or assigned to Purchaser. Sellers have Selling Group has heretofore delivered to Purchaser true and correct copies of the Existing Contracts. Except as disclosed on SCHEDULES 2.01(a) AND (d)SCHEDULE 7.07, Sellers have Selling Group has no knowledge of any material breach or anticipated threatened breach by the other parties to any Existing Contracts. The Existing Contracts are in full force and effect and Sellers are Selling Group is in compliance with the terms each of its respective material obligations under such Existing Contracts. Except for the Existing Contracts and the Purchase OrdersContracts, neither Seller no Selling Group member has entered into any other agreements (other than agreements with annual payments of less than $12,000 and which agreementscontract, together with the other leases and contracts not required to be disclosed on SCHEDULES 2.01(a) AND (d), in the aggregate have annual payments of less than $150,000 commitment or which are terminable without penalty on six months or less notice) agreement relating to the ownership of the Assets and or the operation of the Business, including, but not limited to, rights-of-way, rights of entry, licenses, easements, leases (real property or equipment), or guaranty agreements. There are no claims by third parties that either Seller a Selling Group member is required to enter into other agreements to enable it to continue owning to own the Assets and the operation of operate the Business as it is presently being operated.

Existing Contracts. SCHEDULES SCHEDULE 2.01(a) AND (d) hereto sets forth all contracts, commitments and agreements in effect on the date hereof with Seller's subscribers (other than standard subscriber agreements for cellular service) in effect on the date hereof service and standard roaming agreements with each Seller's subscribers, all leases (other than personal property leases with annual payments of less than $12,000 and which leases, together with the other contracts and agreements not required to be disclosed on SCHEDULES 2.01(a) AND (dcarriers), in the aggregate have annual payments of less than $150,000 or which are terminable without penalty on six months or less notice) to which each Seller is a party and which relate to the ownership of the Assets or the operation of the Business, and all other contracts, commitments and agreements (other than agreements with annual payments of less than $12,000 2,000 and which agreements, together with the other leases and contracts not required to be disclosed on SCHEDULES 2.01(a) AND (d), in the aggregate aggregate, have annual payments of less than $150,000 25,000 or which are terminable without penalty on six months one month or less notice) or commitments (written or oral) to which each Seller is a party which relate to the ownership of the Assets or the operation of the Business (the "Existing Contracts") ), except for outstanding purchase orders that are the contracts, leases, commitments and agreements included in among the Budgets Non-Assumed Liabilities (the "Purchase OrdersExcluded Contracts"). No partner officer, director or employee of any Seller or any Person (other than Seller) controlling, controlled by or affiliated with or family member of any such partner officer, director or employer has any contractual relationship relating to the ownership or operation of the Business. Sellers have Seller has heretofore delivered to Purchaser true and correct copies of the Existing Contracts. Except as disclosed on SCHEDULES 2.01(a) AND (d), Sellers have Seller has no knowledge of any breach or anticipated breach by the other parties to any Existing ContractsContracts that would have a material adverse effect on the Business, the Assets or Seller's ability to perform its obligations under this Agreement (a "Material Adverse Effect"). The Existing Contracts are in full force and effect and Sellers are Seller is in compliance with the terms of such Existing ContractsContracts except for matters that would not have a Material Adverse Effect. Except for the Existing Contracts and the Purchase OrdersContracts, neither Seller has not entered into any other agreements (other than agreements with annual payments of less than $12,000 and which agreements, together with the other leases and contracts not required to be disclosed on SCHEDULES 2.01(a) AND (d), in the aggregate have annual payments of less than $150,000 or which are terminable without penalty on six months or less notice) relating to the ownership of the Assets and or the operation of the Business, including, but not limited to, rights-of-way, rights of entry, licenses, easements, leases (real property or equipment), or guaranty agreements. There are no Seller is not aware of any claims by third parties that either Seller is required to enter into other agreements to enable it to continue owning the Assets and the operation of operating the Business as it is presently being operated.

Existing Contracts. SCHEDULES 2.01(a) AND (d) hereto sets set forth all contracts, commitments and agreements in effect on the date hereof with Seller's subscribers (other than standard subscriber agreements for cellular service) in effect on the date hereof with each Seller's subscribers), all leases (other than personal property leases with annual payments of less than $12,000 and which leases, together with the other contracts and agreements not required to be disclosed on SCHEDULES 2.01(a) AND (d), in the aggregate have annual payments of less than $150,000 3,000 or which are terminable without penalty on six months one month or less notice) to which each Seller is a party and which relate to the ownership of the Assets or the operation of the Businessparty, and all other contracts, commitments and agreements (other than agreements with annual payments of less than $12,000 and which agreements, together with the other leases and contracts not required to be disclosed on SCHEDULES 2.01(a) AND (d), in the aggregate have annual payments of less than $150,000 3,000 or which are terminable without penalty on six months one month or less notice) or commitments (written or oral) to which each Seller is a party which relate to the ownership of the Assets or the operation of the Business (the "Existing Contracts") except for outstanding purchase orders that are the contracts, leases, commitments and agreements included in among the Budgets Non-Assumed Liabilities (the "Purchase OrdersExcluded Contracts"). No partner Except as disclosed on SCHEDULE 7.25, no officer, director or employee of any Seller or any Person (other than Seller) controlling, controlled by or affiliated with or family member of any such partner officer, director or employee has any contractual relationship relating to the ownership or operation of the Business. Sellers have Seller has heretofore delivered to Purchaser true and correct copies of the Existing Contracts. Except as disclosed on SCHEDULES 2.01(a) AND (d), Sellers have Seller has no knowledge of any breach or anticipated breach by the other parties to any Existing Contracts. The Existing Contracts are in full force and effect and Sellers are Seller is in compliance with the terms of its obligations under such Existing Contracts. Except for the Existing Contracts and the Purchase OrdersExcluded Contracts, neither Seller has not entered into any other agreements contract, commitment or agreement (other than agreements with annual payments of less than $12,000 and which agreements, together with the other leases and contracts not required to be disclosed on SCHEDULES 2.01(a) AND (d), in the aggregate have annual payments of less than $150,000 3,000 or which are terminable without penalty on six months one month or less notice) relating to the ownership of the Assets and or the operation of the Business, including, but not limited to, rights-of-way, rights of entry, licenses, easements, leases (real property or equipment)leases, or guaranty agreements. There are no claims by third parties that either Seller is required to enter into other agreements to enable it to continue owning to own the Assets and the operation of operate the Business as it is presently being operated.