Additional Assigned Contracts Sample Clauses
The "Additional Assigned Contracts" clause defines the process by which contracts, beyond those initially specified, may be transferred or assigned from one party to another under the agreement. Typically, this clause outlines the criteria or procedures for identifying and designating such additional contracts, which may include obtaining consent from relevant parties or meeting certain conditions. Its core practical function is to provide flexibility in the scope of assigned obligations or rights, ensuring that the agreement can adapt to include further contracts as needed, thereby streamlining the transfer process and reducing the need for separate negotiations.
Additional Assigned Contracts. (a) Prior to the Closing Date, Purchaser may designate a Non-Assumed Contract to be an Assigned Contract, by one or more written notices to Seller (each an “Assigned Contract Assumption Notice”). As soon as practicable after receiving any Assigned Contract Assumption Notice, Seller shall take all actions reasonably necessary to assume and assign to Purchaser pursuant to Section 365 of the Bankruptcy Code all Non-Assumed Contracts set forth in such Assigned Contract Assumption Notice. The Cure Costs with respect to any Non-Assumed Contract that becomes an Assigned Contract shall be paid by Seller, subject to the Cure Cap, upon the later of (a) as soon as practicable after such Cure Costs are finally determined by the Bankruptcy Court and (b) as soon as practicable after the effectiveness of the assumption and assignment of such Assigned Contract. Seller and Purchaser acknowledge and agree that the agreements and covenants in this Section 2.8(a) shall survive the Closing. Notwithstanding anything in this Agreement to the contrary, on the date that any Non-Assumed Contract is assumed and assigned to Purchaser pursuant to this Section 2.8(a), such Non-Assumed Contract shall thereafter be deemed an Assigned Contract for all purposes under this Agreement. Any Non-Assumed Contract for which Purchaser has not provided an Assigned Contract Assumption Notice prior to the Closing Date shall be automatically deemed to be a Non-Assumed Contract, which Seller may reject or seek to reject without any further consent of Purchaser. The obligations of Seller under this Section 2.8(a) are subject to Section 365(d)(4) of the Bankruptcy Code and any extension provided or obtained thereunder.
(b) Seller shall not reject any Non-Assumed Contract until earliest of (x) the Closing Date; and (y) the date on which Purchaser delivers notice to Seller that it no longer objects to the rejection of such Non-Assumed Contract. A Non-Assumed Contract shall not be considered an Assigned Contract unless expressly assumed and assigned pursuant to Section 2.8(a).
(c) To the extent that the need for Bankruptcy Court approval delays the assumption or rejection of any Contract, Seller shall take all commercially reasonable efforts to gain all necessary approvals, including as required under Section 365(d)(4) of the Bankruptcy Code, until the Closing Date with respect to any particular Contract.
Additional Assigned Contracts. In the event that at any time after the date hereof but prior to the Closing Date, Seller enters into any additional contracts, agreements, leases, instruments, obligations, arrangements or other understandings (whether written or oral) relating to the Business, which were entered into by Seller in the ordinary course of business consistent with past practice and on substantially similar terms in all material respects with the terms of similarly situated Assigned Contracts (each, an “Additional Business Contract”), then Seller shall notify Buyer no later than five (5) Business Days prior to the Closing Date of each Additional Business Contract and provide Buyer with a true and complete copy of such Additional Business Contact, and each such Additional Business Contract shall be deemed an “Assigned Contract” under this Agreement and Buyer shall assume such Additional Business Contract in accordance with the terms of this Agreement.
Additional Assigned Contracts. Prior to each Closing, with the consent of the Seller Parties (such consent not to be unreasonably withheld), Purchaser may deliver an amended Schedule 2.1(e) to the Seller Parties to add additional Contracts of a Seller as Assigned Contracts. No additional Contracts of a Seller may be added as Assigned Contracts under this Section 6.18 after the Closing of the applicable Dealership.
Additional Assigned Contracts. Seller will use its good faith efforts to obtain the entry of an order or orders of the Bankruptcy Court authorizing assumption and assignment of any Additional Assigned Contracts that are not covered by the Sale Order or Assumption and Assignment Order as soon after the Sale Hearing as is practicable, and Buyer shall be responsible for all costs associated with curing any and all defaults under such contracts required to be cured as a condition of Buyer’s assumption thereof.
Additional Assigned Contracts. Notwithstanding anything in the Purchase Agreement to the contrary, the parties hereto agree that the following agreements shall constitute Assigned Contracts:
(a) Incentive Tour Agreement between Independent Travel Associates and Dick Broadcasting Company (Southern Caribbean Cruise).
(b) Incentive Tour Agreement between Independent Travel Associates and Dick Broadcasting Company (Portugal trip).
(c) Amendment #1 to Radio Broadcast Rights Agreement effective as of August 1, 2000 between Tennessee Football, L.P., DBC of Tennessee and Capitol Radio Networks, Inc.
(d) Commercial Lease made as May 1, 2000 between Dick Broadcasting/Capitol Sports and Cumberland Stadium, L.P.
(e) Cumberland Suite Limited License Agreement effective as of August 1, 2000 between Dream Suites L.P. and DBC of Tennessee.
Additional Assigned Contracts. Buyer may include additional ----------------------------- Contracts of Seller which have been disclosed to Buyer prior to the date hereof as Assigned Contracts, so long as Buyer shall give written notice thereof to Seller on or before the date of the Court's entry of the Bidding Procedures Order (as hereinafter defined). If Buyer provides such written notice on a timely basis, Seller shall be entitled to update Schedule 3.2(e)(iii) -------------------- accordingly.
Additional Assigned Contracts. 19 Section 5.16 Delivery of Additional Instruments on the Closing Date.................................. 19 Section 5.17 Buyer Selection of Capital Assets and Equipment......................................... 19 Section 5.18 Inventory Valuation..................................................................... 20
Additional Assigned Contracts. After the date hereof Seller ----------------------------- shall use commercially reasonable efforts to identify and furnish to Buyer copies of all additional contracts or agreements that, if known to Senior Management prior to the date hereof, would have been included in the Assigned Contracts ("Proposed Contracts"). Buyer shall have the right to review all Proposed Contracts identified by Seller and may, through the exercise of good faith, decline to assume any such Proposed Contract (the Proposed Contracts which Buyer declines to assume being referred to herein as "Rejected Contracts"). Each Proposed Contract that is not rejected in writing by Buyer prior to the eleventh (11/th/) business day after which Seller has provided such Proposed Contract shall be deemed to be and shall immediately become an Assigned Contract for all purposes of this Agreement, and Schedules 1.1(d) and (e) shall be amended as appropriate to reflect such additional Assigned Contract.