Assignment of Assumed Contracts. On the terms and subject to the conditions set forth in the Asset Purchase Agreement, Seller hereby sells, conveys, transfers, assigns and delivers to Buyer, and its successors and assigns, all of Seller’s right, title and interest in, to and under the Assumed Contracts, including those listed on Section 2.2(e) of the Seller Disclosure Letter, and Buyer hereby accepts such sale, conveyance, transfer, assignment and delivery from Seller.

Contracts. Unless otherwise expressly provided herein, references to agreements and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto, but only to the extent such amendments and other modifications are not prohibited by the terms of any Loan Document.

Contracts. Participants' Accounts shall be debited for any insurance or annuity premiums paid, if any, and credited with any dividends or interest received on Contracts.

Except as set forth in [Schedule 4.6(a)], none of the Seller Entities is a party to any:

Contracts. Seller has caused the Company to deliver to Buyer complete and correct copies of all written contracts, together with amendments thereto, and accurate descriptions of all material terms to any oral contracts, which are in full force and effect. No event has occurred that constitutes a default or may result in a right of acceleration, termination or any similar right by any party (or which, but for the passage of time or the giving of notice, would constitute a default or result in such a right of acceleration, termination or similar right) under any existing Company contract, it being understood that as of the date of Closing, two contracts between the Company and its former affiliates shall terminate and be of no further force or effect, being # ​ – TESI Service Agreement dated December 1, 2009, and # Tidewater Utilities, Inc. – TESI Service Agreement dated July 26, 2006.

Contracts. Each of the Contracts listed in [Schedule 3.16] (collectively, the “Material Contracts”) is valid and binding on the Company and in full force and effect and, assuming due execution and delivery by the other parties thereto, is enforceable in accordance with its terms by the Company. The Company is not in breach or default under any Material Contract, nor does any condition exist that, with notice or lapse of time or both, would constitute a breach or default in any respect thereunder by the Company or that would result in material liability to the Company. To the Knowledge of the Company, # no other party to any Material Contract is in default thereunder and # no condition exists that with notice or lapse of time or both would constitute a default in any material respect by any such other party thereunder. The Company has not received notice of any termination or cancellation of any Material Contract and to the Company’s Knowledge, no other party to a Material Contract has plans to terminate or cancel such Material Contract. The Company has not and, to the Knowledge of the Company, no other party to any Material Contract has repudiated any material provision of any Material Contract. The Company is not disputing and, to the Knowledge of the Company, no other party to such Material Contract is disputing, any material provision of any Material Contract. None of the parties to any Material Contract is renegotiating any material amounts paid or payable to or by the Company under such Material Contract or any other material term or provision thereof.

Contracts. Except as set forth on [Schedule 4.16], each of the Assumed Contracts is assignable to Purchaser without the consent of a party other than Purchaser, remains in full force and effect and is otherwise enforceable. Except a set forth on [Schedule 4.16], no event has occurred or circumstance exists which, with the giving of notice or the lapse of time or both, would constitute a default or an event of default by [[Organization A:Organization]] or, to [[Organization A:Organization]]’s Knowledge, any third party under any of the Assumed Contracts.

Contracts. Except for matters which are not reasonably likely to have a Material Adverse Effect and those contracts that are substantially or fully performed or expired by their terms, the contracts listed as exhibits to or described in the SEC Reports that are material to the Company and all amendments thereto, are in full force and effect on the date hereof, and neither the Company nor, to the Company’s knowledge, any other party to such contracts is in breach of or default under any of such contracts.

Contracts. For purposes of this Agreement “Contract” means contracts, agreements, arrangements or understandings, whether written or oral and whether express or implied to which Sangre is a party (each, a “Contract”). Each Contract listed on [Schedule 2.2(n)] hereto is legal, valid, binding, and enforceable and is in full force and effect. Neither Sangre nor any other party is in breach or violation of, or (with or without notice or lapse of time or both) default under, any Contract, nor has Sangre received any claim of any such breach, violation or default. The Contracts listed in [Schedule 2.2(n)] herein represent all Contracts which Sangre is bound by.

IP Contracts. [Schedule 2.19(c)] of the Company Schedules lists each Company Contract # under which the Company or any of its Subsidiaries uses or licenses Intellectual Property Rights that any third-party owns, other than off-the-shelf software (the “Inbound IP Contracts”) and # under which the Company or any Subsidiary has granted to any Person any right or interest in any Company Intellectual Property, including settlement agreements and covenants not to sue (the “Outbound IP Contracts”, and together with the Inbound IP Contracts, the “IP Contracts”). Except as set forth in [Schedule 2.19(c)] of the Company Schedules, neither the Company nor any Subsidiary is (and with the passage of time, the giving of notice or both, will be) required or