Material Contracts. [Schedule 4.1.13] lists all Material Contracts. A complete copy of each Material Contract, and all amendments thereto, has been provided to the Buyer. Each Material Contract is legal, valid, binding, enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity) and in full force and effect against the Company, and, to the Knowledge of the Seller, the other parties thereto. Neither the Company, nor, to the Knowledge of the Seller, any other Person who is a party to any Material Contract is in breach or default in any material respect under any Material Contract (with or without the lapse of time, or the giving of notice, or both). The Company has not sent or received any written notice of breach, termination or cure with respect to any Material Contract that is not currently resolved.

Material Contracts. [Schedule 4.1.13] lists all Material Contracts. A complete copy of each Material Contract, and all amendments thereto, have been provided to the Buyer. Each Material Contract is legal, valid, binding, enforceable and in full force and effect against the Company, and, to the Knowledge of the Seller, the other parties thereto. Neither the Company nor, to the Knowledge of the Seller, any other Person who is a party to any Material Contract is in breach or default under any Material Contract (with or without the lapse of time, or the giving of notice, or both). The Company has not sent or received any written notice of breach, termination or cure with respect to any Material Contract that is not currently resolved. Except as set forth in [Schedule 4.1.13], the transfer of the Subject Securities contemplated by this Agreement will not result in any default, penalty or modifications to any such Material Contracts.

Except as set forth in [Section 4.13(b)] of the Company Disclosure Schedule, each Material Contract is in full force and effect and is a legal, valid, binding and enforceable obligation of the Company or a Subsidiary thereof, as the case may be, and, to the Knowledge of the Company, of the other party or parties thereto in accordance with its terms, except as enforceability may be limited by applicable Equitable Principles. None of the Company or a Subsidiary thereof, as the case may be, or, to the Knowledge of the Company, any other party or parties thereto is in breach of or default under (or is alleged to be in breach of or default under) in any material respect, or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with notice or lapse of time or both, would constitute or result in a breach or an event of default, in any material respect, by the Company or any of its Subsidiaries under any Material Contract, or, to the Knowledge of the Company, by the other party or parties thereto. No party to any Material Contract has given the Company written notice of its intention to cancel, terminate, materially change the scope of its rights under or fail to renew any Material Contract. Except as set forth in [Section 4.13(b)] of the Disclosure Schedule, the Company has made available to Purchaser complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder).

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.

Except as set forth on [Schedule 3.7(b)], each Material Contract is in full force and effect in all material respects and a legal, valid and binding obligation on the applicable Group Company and enforceable in accordance with its terms against such Group Company and, to the Company’s knowledge, in each case, in respect of each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). Except as set forth on [Schedule 3.7(b)], there exists no material breach or event of default on the part of any Group Company with respect to any Material Contract, or any breach by any Group Company with respect to the payment obligations under any Contract described in [Section 3.7(a)(v)], and in each case to the knowledge of the Company, on the part of any other party thereto.

Each Material Contract constitutes a valid and binding obligation of the Company and, to the best knowledge of the Sellers, of the other respective parties to such agreements. To the best knowledge of the Sellers, no counterparty to any Material Contract is in default thereof, nor are they aware of any event that, with notice, lapse of time or both, would constitute a default by the Company or such other parties in respect of which adequate steps have not been taken to cure such default or to prevent a default from occurring or continuing.