Assignment and Assumption at Closing Sample Clauses

Assignment and Assumption at Closing. (i) Schedule 1.6(a) sets forth a list of all executory Contracts to which, to the Seller’s Knowledge, Seller is a party and which are to be included in the Assigned Contracts, which list shall also include estimated Cure Costs (“Estimated Cure Costs”). From and after the date hereof until the later of: (i) three (3) Business Days prior to the Auction; or (ii) the entry by the Bankruptcy Court of an order authorizing the Cure Costs for each of the Assigned Contracts, the Seller shall make such deletions to Schedule 1.6(a) as Purchaser shall, in its sole discretion, request in writing. Any such deleted Contract shall be deemed to no longer be an Assigned Contract. All Contracts of Seller that are not listed on Schedule 1.6(a) shall not be considered an Assigned Contract or Purchased Asset and shall be deemed “Rejected Contracts.” (ii) Seller shall take all actions required to assume and assign the Assigned Contracts to Purchaser (other than payment of Cure Costs, if so required), including taking all actions required to facilitate any negotiations with the counterparties to such Assigned Contracts and to obtain an Order containing a finding that the proposed assumption and assignment of the Assigned Contracts to Purchaser satisfies all applicable requirements of Section 365 of the Bankruptcy Code. (iii) At Closing, (x) Seller shall, pursuant to the Sale Order and the Assumption and Assignment Agreement or the Assumption and Assignment of Leases, as applicable, assume and assign to Purchaser (the consideration for which is included in the Purchase Price) each of the Assigned Contracts that is capable of being assumed and assigned, and (y) Purchaser shall pay promptly all Cure Costs (if any) in connection with such assumption and assignment (as agreed to among the various counterparties, Purchaser and Seller, or as determined by the Bankruptcy Court) and assume and perform and discharge the Assumed Liabilities (if any) under the Assigned Contracts, pursuant to the Assumption and Assignment Agreement or the Assumption and Assignment of Leases, as applicable.
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Assignment and Assumption at Closing. At and upon the Closing (a) Assignee shall automatically be substituted as, and shall become a party to the Assigned Documents as, the Investor thereunder, and shall have all of the rights and obligations of the Investor thereunder with respect to the Assigned Interests and (b) Assignor shall relinquish all of its rights under the Assigned Documents with respect to the Assigned Interests (other than any surviving indemnification rights), and Assignee shall assume all of Assignor’s obligations under the Assigned Documents. The assignment and assumption of the Assigned Interests pursuant to this Assignment Agreement shall not create or enlarge any rights of any third parties.
Sample 1Sample 2
Assignment and Assumption at Closing. (i) The Contract and Cure Schedule contained in Schedule 2.5(a), which shall be provided by the Sellers on or before December 10, 2024 and agreed to by the Purchaser within five (5) days after the date on which the Contract and Cure Schedule is provided by Sellers, sets forth a list of all executory Contracts (including all leases with respect to Assumed Leased Real Property) to which one or more Sellers are party and which are to be included in the Assigned Contracts, together with estimated Cure Costs for each Assigned Contract. From and after the Agreement Date until two (2) Business Days prior to Closing, Sellers shall make such deletions of Contracts included in the Contract and Cure Schedule as Purchaser shall, in its sole discretion, request in writing. Any such deleted Contract shall no longer be an Assigned Contract. All Contracts of Sellers that are not listed on the Contract and Cure Schedule as of the Closing shall not be considered an Assigned Contract or Purchased Asset and shall instead be deemed “Rejected Contracts.” (ii) Sellers shall take all commercially reasonable actions required to assume and assign the Assigned Contracts to Purchaser (other than payment of Cure Costs, which constitute Assumed Liabilities), including taking all actions required to facilitate any negotiations with the counterparties to such Assigned Contracts and to obtain an Order containing a finding that the proposed assumption and assignment of the Assigned Contracts to Purchaser satisfies all applicable requirements of Section 365 of the Bankruptcy Code.
Sample 1
Assignment and Assumption at Closing. (i) Sellers have: (A) provided to Buyer a schedule setting forth (1) each material Contract, Lease or Real Property Lease to which any Seller is a party or by which any Seller is bound and that is used in or related to the Business or any of the Acquired Assets, (2) all Cure Costs (if any) for each such material Contract, Lease or Real Property Lease and (3) a general description of each such material Contract, Lease or Real Property Lease (such schedule is referred to herein as the “Contracts Schedule”); and (B) sent a notice to each counter-party for a Contract, Lease or Real Property Lease on the Contracts Schedule setting forth the proposed Cure Costs (if any) for such Contracts, Leases and Real Property Lease (the “Cure Notice”). In the Cure Notice, Sellers (A) set forth the procedures for the assumption and assignment of Contracts, Leases or Real Property Leases, and
Sample 1

Related to Assignment and Assumption at Closing

  • Assignment and Assumption Consent Effective as of the First Amendment Effective Date, for agreed consideration, XXX hereby irrevocably sells and assigns to MBL, and MBL hereby irrevocably purchases and assumes all rights and obligations in its capacity as Lender under the LC Reimbursement Agreement and other Credit Documents, including, without limitation, all of MBL’s rights and obligations with respect to the Collateral and Intercreditor Agreement and the Security Documents (as defined in the Collateral and Intercreditor Agreement, and such Security Documents together with the Collateral and Intercreditor Agreement are referred to herein as the “Security Documents”) (the “Lender Assignment”). Effective as of the First Amendment Effective Date and in accordance with Section 7.9 of the LC Reimbursement Agreement, the Account Party hereby consents to the Lender Assignment.

  • Assignment and Assumption The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

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