A MATERIAL ADVERSE AFFECT ON THE
BUSINESS, ANY OF THE TRANSFERRED ASSETS OF THE BUSINESS OR ASSUMED LIABILITIES.
9.13.2
THE SELLER HAS MADE AVAILABLE TO THE PURCHASER AN ACCURATE AND
COMPLETE COPY (IN THE CASE OF EACH WRITTEN MATERIAL CONTRACT) OR AN ACCURATE AND
COMPLETE WRITTEN SUMMARY (IN THE CASE OF EACH ORAL MATERIAL CONTRACT) OF EACH
MATERIAL CONTRACT REQUIRED TO BE LISTED IN CLAUSE 9.13.1 OF THE SELLER
DISCLOSURE SCHEDULE. WITH RESPECT TO EACH SUCH MATERIAL CONTRACT REQUIRED TO BE
LISTED:
9.13.2(A)
TO THE KNOWLEDGE OF SELLER, EACH MATERIAL CONTRACT IS
LEGAL, VALID, BINDING, ENFORCEABLE AND IN FULL FORCE AND EFFECT EXCEPT TO THE
EXTENT IT HAS PREVIOUSLY EXPIRED IN ACCORDANCE WITH ITS TERMS OR ITS
ENFORCEABILITY MAY BE LIMITED OR AFFECTED BY APPLICABLE BANKRUPTCY, INSOLVENCY,
MORATORIUM, REORGANIZATION OR OTHER LAW OF GENERAL APPLICATION RELATING TO OR
AFFECTING CREDITORS' RIGHTS GENERALLY;
9.13.2(B)
THE SELLER, ITS AFFILIATES, AND, TO THE KNOWLEDGE OF
THE SELLER, THE OTHER PARTY TO THE MATERIAL CONTRACT HAVE PERFORMED ALL OF THEIR
RESPECTIVE OBLIGATIONS IN ALL MATERIAL RESPECTS REQUIRED TO BE PERFORMED UNDER
THE MATERIAL CONTRACT;
9.13.2(C)
EXCEPT AS SET FORTH ON CLAUSE 9.13.2(C) OF THE SELLER
DISCLOSURE SCHEDULE, NEITHER THE SELLER, ANY OF ITS AFFILIATES NOR, TO THE
KNOWLEDGE OF THE SELLER, ANY OTHER PARTY TO THE MATERIAL CONTRACT, IS IN
MATERIAL BREACH OR DEFAULT UNDER THE MATERIAL CONTRACT AND NO EVENT HAS OCCURRED
OR CIRCUMSTANCE EXISTS THAT (WITH OR WITHOUT NOTICE, LAPSE OF TIME, OR BOTH)
WOULD CONSTITUTE A MATERIAL BREACH OR DEFAULT BY THE SELLER, ANY OF ITS
AFFILIATES, OR, TO THE KNOWLEDGE OF THE SELLER, BY ANY SUCH OTHER PARTY, OR GIVE
RISE TO ANY RIGHT OF REVOCATION, WITHDRAWAL, SUSPENSION, ACCELERATION,
CANCELLATION, TERMINATION, MODIFICATION, IMPOSITION OF ADDITIONAL OBLIGATIONS OR
LOSS OF RIGHTS UNDER, RESULT IN ANY PAYMENT BECOMING DUE UNDER, RESULT IN THE
IMPOSITION OF ANY ENCUMBRANCES (OTHER THAN PERMITTED ENCUMBRANCES) ON ANY OF THE
TRANSFERRED ASSETS OF THE BUSINESS UNDER, OR OTHERWISE GIVE RISE TO ANY RIGHT ON
THE PART OF ANY PERSON TO EXERCISE ANY REMEDY OR OBTAIN ANY RELIEF UNDER THE
74
CONFIDENTIAL TREATMENT
[***] Indicates that text has been omitted which is the subject of a
confidential treatment request. This text has been separately filed with the
SEC.
MATERIAL CONTRACT NOR HAS THE SELLER OR ANY OF ITS AFFILIATES GIVEN OR RECEIVED
NOTICE OR OTHER COMMUNICATION ALLEGING THE SAME; AND
9.13.2(D)
THE MATERIAL CONTRACT IS NOT UNDER NEGOTIATION (NOR
HAS WRITTEN DEMAND FOR ANY RENEGOTIATION BEEN MADE), TO THE KNOWLEDGE OF SELLER,
NO PARTY HAS REPUDIATED ANY PORTION OF THE MATERIAL CONTRACT.
9.13.3
TO THE KNOWLEDGE OF THE SELLER, NEITHER THE SELLER NOR ANY DIRECTOR,
AGENT, EMPLOYEE OR CONSULTANT OR OTHER INDEPENDENT CONTRACTOR OF THE SELLER OR
ANY OF ITS AFFILIATES IS A PARTY TO, OR IS OTHERWISE BOUND BY, ANY CONTRACT,
INCLUDING ANY CONFIDENTIALITY, NON-COMPETITION OR PROPRIETARY RIGHTS AGREEMENT,
WITH ANY OTHER PERSON THAT IN ANY WAY WOULD MATERIALLY AFFECT (A) THE
PERFORMANCE OF HIS OR HER DUTIES FOR THE SELLER OR ITS AFFILIATES IN CONNECTION