Common use of Assignment and Assumption at Closing Clause in Contracts

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.

Assignment and Assumption at Closing. (i) Schedule 1.6(aNo later than five (5) sets Business Days after the date of execution of this Agreement by Purchaser, Sellers shall provide to Purchaser a schedule setting forth a list of all executory Contracts (A) each Contract and Store Lease to which, to the Seller’s Knowledge, which any Seller is a party or by which any Seller is bound and which are that is used in or related 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; any Leased Store or (ii) the entry by the Bankruptcy Court of an order authorizing the Cure Costs for each any 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 ClosingAcquired Assets, (xB) 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 for each such assumption Contract or Store Lease and assignment (C) a general description of each such Contract or Store Lease (such schedule is referred to herein and set forth as agreed Schedule 2.9(a)(i), the “Contract Schedule”); (ii) No later than two (2) days after entry of the Bid Procedures Order, Sellers shall have sent a notice to among each counterparty to a Contract or Store Lease on the various counterparties, Purchaser and Seller, or as determined by Contract Schedule setting forth the Bankruptcy Court) and assume and perform and discharge the Assumed Liabilities proposed Cure Costs (if any) under for such Contract or Store Lease (the Assigned “Cure Notice”). In the Cure Notice, Sellers shall have (x) set forth the procedures for the assumption and assignment of a Contract or Store Lease and (y) notified counterparties that their Contract or Store Lease may be assumed by the Sellers and assigned to the Purchaser or rejected by the Sellers. (iii) No later than five (5) Business Days prior to the Closing Date, Purchaser shall, by delivering written notice to Sellers, designate each Contract or Store Lease on the Contract Schedule as “assumed,” “rejected,” or “retained.” Each Contract or Lease to be assumed by the Sellers and assigned to the Purchaser will be so designated as “assumed” and is referred to herein as an Assumed Contract; each Contract or Store Lease to be rejected by the Sellers will be so designated as “rejected” is referred to herein as a “Rejected Contract”; and each Contract or Lease that may become designated as “assumed” or “rejected” will be so designated as “retained” is referred to herein as a “Retained Contract.” Prior to the expiration of the Retained Contracts Period, Sellers shall file a notice with the Bankruptcy Court setting forth the Assumed Contracts, pursuant the Rejected Contracts, and the Retained Contracts. The Approval Order shall provide that (x) Assumed Contracts or Retained Contracts that are later designated as Assumed Contracts are assumed by the Sellers and assigned to the Purchaser effective upon Sellers filing a notice with the Bankruptcy Court and the counterparty being paid any Cure Costs (each, an “Assumption and Assignment Agreement Notice”) and (y) the Rejected Contracts or Retained Contracts that are later designated as Rejected Contracts are rejected by the Sellers effective upon Sellers filing a notice with the Bankruptcy Court (each, a “Rejection Notice”). The Approval Order shall further provide that (x) any Real Property, Personal Property, Prepaid Assets and Inventory relating to the Assumed Contracts or Retained Contracts that are later designated as Assumed Contracts shall be deemed Acquired Assets and (y) any Real Property, Personal Property, Prepaid Assets and Inventory relating to the Rejected Contracts or Retained Contracts that are later designated as Rejected Contracts are rejected by the Sellers shall be deemed Excluded Assets. (iv) Sellers shall take all actions necessary to cause all Assumed Contracts to be assumed by Sellers and assigned to Purchaser in accordance with Section 365 of the Bankruptcy Code and all actions necessary to cause all Rejected Contracts to be rejected by Sellers in accordance with Section 365 of the Bankruptcy Code. Sellers will use good faith efforts to cooperate with Purchaser and seek extensions from landlords of any Store Leases that are Retained Contracts to obtain consent from such landlords to extend the time period for which Sellers may assume and assign to Purchaser the Store Leases through the expiration of the Retained Contracts Period. (v) Between the Closing Date and the date that is forty-five (45) days after Closing (the “Retained Contracts Period”), Purchaser may designate any Retained Contract as an Assumed Contract or a Rejected Contract; provided, however, if Purchaser determines after March 24, 2020, to reject a Store Lease, then Purchaser is responsible for any April 2020 rent that Sellers have to pay for said Store Lease. Any Retained Contract that is designated as an Assumed Contract shall be an Acquired Asset. Any Retained Contract that is not designated as an Assumed Contract with the timely filing of an Assumption and Assignment Notice and is not designated as a Rejected Contract with the timely filing of Leasesa Rejection Notice on or before the expiration of the Retained Contracts Period shall automatically become a Rejected Contract immediately after the expiration of the Retained Contracts Period. (vi) Any Retained Contract shall be held by Sellers and not rejected in accordance with Section 365 of the Bankruptcy Code unless and until the Retained Contract is designated as a Rejected Contract or automatically becomes a Rejected Contract in accordance with Section 2.9(a)(v). With respect to any Retained Contract: (i) Purchaser shall be responsible for and pay for all costs associated with the continuation, operation, or holding by Sellers of such Retained Contract for the period from the Closing Date through the date the Retained Contract is designated as applicablean Assumed Contract or is designated as a Rejected Contract or automatically becomes a Rejected Contract in accordance with Section 2.9(a)(v). In the case whereby Purchaser cannot directly pay the costs associated with the continuation or holding by Sellers of such Retained Contract, Purchaser shall pay such amounts (as advised by Sellers) to Sellers, and, following receipt of such amounts, Sellers shall pay such amounts. Notwithstanding anything herein to the contrary, if Purchaser fails to pay when due any costs associated with the continuation or holding by Sellers of any Retained Contract, then such Retained Contract shall be deemed, upon delivery of three (3) Business Days’ prior written notice from Sellers to Purchaser of such breach and an opportunity to cure during such three (3) Business Day time period, a Rejected Contract.

Assignment and Assumption at Closing. (i) Schedule 1.6(a) sets forth a list of all executory Contracts (including all leases with respect to Leased Real Property) to which, to the Seller’s Sellers’ Knowledge, Seller is a one or more Sellers are 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 Agreement Date until the later of: two (i) three (32) 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 ContractsClosing, the Seller Sellers 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 Sellers 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 Sellers shall take all actions required to assume and assign the Assigned Contracts to Purchaser (other than payment of Cure Costs, if so requiredwhich Cure Costs 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. (iii) At Closing, (x) Seller Sellers 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 SellerSellers, 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. (iv) Purchaser may request, in its reasonable business judgment, certain modifications and amendments to any Contract as a condition to such Contract becoming an Assumed Contract, and Sellers shall use their commercially reasonable efforts to obtain such modifications or amendments. If Sellers are unable to obtain such modifications or amendments, Purchaser shall, in its sole discretion, designate the Contract as a Rejected Contract.

Assignment and Assumption at Closing. (i) Schedule 1.6(aNo later than two (2) sets days after the Execution Date, Seller shall provide to Buyer a schedule setting forth a list of all executory Contracts (A) each Contract or Lease to which, to the Seller’s Knowledge, which Seller is a party or by which Seller is bound and which are to be included that is used 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 or related to the Auction; Business or (ii) the entry by the Bankruptcy Court of an order authorizing the Cure Costs for each any 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 ClosingAcquired Assets, (xB) 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 for each such assumption Contract or Lease and assignment (C) a general description of each such Contract or Lease (such schedule is referred to herein as agreed the “Contract Schedule”); (ii) No later than two (2) days after entry of the Bidding Procedures Order, Seller shall send a notice to among each counterparty to a Contract or Lease on the various counterparties, Purchaser and Seller, or as determined by Contract Schedule setting forth the Bankruptcy Court) and assume and perform and discharge the Assumed Liabilities proposed Cure Costs (if any) under for such Contracts and Leases (the Assigned “Cure Notice”). In the Cure Notice, Seller shall (x) set forth the procedures for the assumption and assignment of a Contract or Lease and (y) notify counterparties that their Contract or Lease may be assumed by the Seller and assigned to the Buyer or rejected by the Seller. (iii) No later than three (3) days prior to the Closing Date, Buyer shall, by delivering written notice to Seller, designate each Contract or Lease on the Contract Schedule as “assumed,” “rejected,” or “retained.” Each Contract or Lease to be assumed by the Seller and assigned to the Buyer will be designated as “assumed” and is referred to herein as an “Assumed Contract”; each Contract or Lease to be rejected by the Seller will be designated as “rejected” and is referred to herein as a “Rejected Contract”; and each Contract or Lease not designated as “assumed” or “rejected” will be designated as “Retained” and is referred to herein as a “Retained Contract.” Prior to the Closing Date, Seller shall file a notice with the Bankruptcy Court setting forth the Assumed Contracts, pursuant the Rejected Contracts, and the Retained Contracts. The Sale Order shall provide that (A) Assumed Contracts or Retained Contracts that are later designated as Assumed Contracts are assumed by the Seller and assigned to the Buyer effective upon Seller filing a notice with the Bankruptcy Court and the counterparty being paid any Cure Costs (each, an “Assumption and Assignment Agreement Notice”) and (B) the Rejected Contracts or Retained Contracts that are later designated as Rejected Contracts are rejected by the Assumption Seller effective upon Seller filing a notice with the Bankruptcy Court (each, a “Rejection Notice”). (iv) Seller shall take all actions necessary to cause all Assumed Contracts to be assumed by Seller and Assignment assigned to Buyer in accordance with section 365 of Leases, as applicablethe Bankruptcy Code and all actions necessary to cause all Rejected Contracts to be rejected by Seller in accordance with section 365 of the Bankruptcy Code.

Assignment and Assumption at Closing. (i) Schedule 1.6(a) sets forth a list of all the executory Contracts (including all leases with respect to which, to the Seller’s Knowledge, Seller is a party and Leased Real Property) which Purchaser has indicated are intended to be included in the Assigned Contracts, which list shall also include estimated Cure Costs (“Estimated Cure Costs”). Sellers represent and warrant that the aggregate cure costs for the Assigned Contracts listed on Schedule 1.6(a) as of the date of this Agreement shall not exceed $250,000 . 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 Sellers 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 Sellers 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 Sellers shall take all actions required to assume and assign the Assigned Contracts to Purchaser (other than payment of Cure Costs, if so required)Purchaser, 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 Sellers 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 Sellers shall pay promptly all Cure Costs (if any) from the Purchase Price at the Closing Date in connection with such assumption and assignment (as agreed to among the various counterparties, Purchaser and SellerSellers, 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.

Assignment and Assumption at Closing. (i) Schedule 1.6(aNo later than five (5) sets Business Days after the date of execution of this Agreement by Purchaser, Sellers shall provide to Purchaser a schedule setting forth a list of all executory Contracts (A) each Contract and Store Lease to which, to the Seller’s Knowledge, which any Seller is a party or by which any Seller is bound and which are that is used in or related 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; any Leased Store or (ii) the entry by the Bankruptcy Court of an order authorizing the Cure Costs for each any 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 ClosingAcquired Assets, (xB) 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 for each such assumption Contract or Store Lease and assignment (C) a general description of each such Contract or Store Lease (such schedule is referred to herein and set forth as agreed Schedule 2.9(a)(i), the “Contract Schedule”); (ii) No later than two (2) days after entry of the Bid Procedures Order, Sellers shall have sent a notice to among each counterparty to a Contract or Store Lease on the various counterparties, Purchaser and Seller, or as determined by Contract Schedule setting forth the Bankruptcy Court) and assume and perform and discharge the Assumed Liabilities proposed Cure Costs (if any) under for such Contract or Store Lease (the Assigned “Cure Notice”). In the Cure Notice, Sellers shall have (x) set forth the procedures for the assumption and assignment of a Contract or Store Lease and (y) notified counterparties that their Contract or Store Lease may be assumed by the Sellers and assigned to the Purchaser or rejected by the Sellers. (iii) No later than five (5) Business Days prior to the Closing Date, Purchaser shall, by delivering written notice to Sellers, designate each Contract or Store Lease on the Contract Schedule as “assumed,” “rejected,” or “retained.” Each Contract or Lease to be assumed by the Sellers and assigned to the Purchaser will be so designated as “assumed” and is referred to herein as an Assumed Contract; each Contract or Store Lease to be rejected by the Sellers will be so designated as “rejected” is referred to herein as a “Rejected Contract”; and each Contract or Lease that may become designated as “assumed” or “rejected” will be so designated as “retained” is referred to herein as a “Retained Contract.” Prior to the Designation Date, Sellers shall file a notice with the Bankruptcy Court setting forth the Assumed Contracts, pursuant the Rejected Contracts, and the Retained Contracts. The Approval Order shall provide that (x) Assumed Contracts or Retained Contracts that are later designated as Assumed Contracts are assumed by the Sellers and assigned to the Purchaser effective upon Sellers filing a notice with the Bankruptcy Court and the counterparty being paid any Cure Costs (each, an “Assumption and Assignment Agreement Notice”) and (y) the Rejected Contracts or Retained Contracts that are later designated as Rejected Contracts are rejected by the Sellers effective upon Sellers filing a notice with the Bankruptcy Court (each, a “Rejection Notice”). The Approval Order shall further provide that (x) any Real Property, Personal Property, Prepaid Assets and Inventory relating to the Assumed Contracts or Retained Contracts that are later designated as Assumed Contracts shall be deemed Acquired Assets and (y) any Real Property, Personal Property, Prepaid Assets and Inventory relating to the Rejected Contracts or Retained Contracts that are later designated as Rejected Contracts are rejected by the Sellers shall be deemed Excluded Assets. (iv) Sellers shall take all actions necessary to cause all Assumed Contracts to be assumed by Sellers and assigned to Purchaser in accordance with Section 365 of the Bankruptcy Code and all actions necessary to cause all Rejected Contracts to be rejected by Sellers in accordance with Section 365 of the Bankruptcy Code. Sellers will use good faith efforts to cooperate with Purchaser and seek extensions from landlords of any Store Leases that are Retained Contracts to obtain consent from such landlords to extend the time period for which Sellers may assume and assign to Purchaser the Store Leases through the end of the Retained Contracts Period. (v) Between the Closing Date and the date that is thirty (30) days after Closing (the “Retained Contracts Period”), Purchaser may designate any Retained Contract as an Assumed Contract or a Rejected Contract. Any Retained Contract that is designated as an Assumed Contract shall be an Acquired Asset. Any Retained Contract that is not designated as an Assumed Contract with the timely filing of an Assumption and Assignment Notice and is not designated as a Rejected Contract with the timely filing of Leasesa Rejection Notice on or before the expiration of the Retained Contracts Period shall automatically become a Rejected Contract immediately after the expiration of the Retained Contracts Period. (vi) Any Retained Contract shall be held by Sellers and not rejected in accordance with Section 365 of the Bankruptcy Code unless and until the Retained Contract is designated as a Rejected Contract or automatically becomes a Rejected Contract in accordance with Section 2.9(a)(v). With respect to any Retained Contract: (i) Purchaser shall be responsible for and pay for all costs associated with the continuation, operation, or holding by Sellers of such Retained Contract for the period from the Closing Date through the date the Retained Contract is designated as applicablean Assumed Contract or is designated as a Rejected Contract or automatically becomes a Rejected Contract in accordance with Section 2.9(a)(v). In the case whereby Purchaser cannot directly pay the costs associated with the continuation or holding by Sellers of such Retained Contract, Purchaser shall pay such amounts (as advised by Sellers) to Sellers, and, following receipt of such amounts, Sellers shall pay such amounts. Notwithstanding anything herein to the contrary, if Purchaser fails to pay when due any costs associated with the continuation or holding by Sellers of any Retained Contract, then such Retained Contract shall be deemed, upon delivery of three (3) Business Days’ prior written notice from Sellers to Purchaser of such breach and an opportunity to cure during such three (3) Business Day time period, a Rejected Contract.

Assignment and Assumption at Closing. (i) Schedule 1.6(a) sets forth a list of all the executory Contracts (including all leases with respect to which, to the Seller’s Knowledge, Seller is a party and Leased Real Property) which Purchaser has indicated are intended to be included in Assigned Contracts. Sellers represent and warrant that the aggregate cure costs for the Assigned Contracts, which list Contracts listed on Schedule 1.6(a) as of the date of this Agreement shall also include estimated Cure Costs not exceed $250,000 (“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 Sellers 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 Sellers 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 Sellers shall take all actions required to assume and assign the Assigned Contracts to Purchaser (other than payment of Cure Costs, if so required)Purchaser, 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 Sellers 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 Sellers shall pay promptly all Cure Costs (if any) from the Purchase Price at the Closing Date in connection with such assumption and assignment (as agreed to among the various counterparties, Purchaser and SellerSellers, 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.

Assignment and Assumption at Closing. (i) Schedule 1.6(a) sets forth a list of all executory Contracts (including all leases with respect to Leased Real Property) to which, to the Seller’s Sellers’ Knowledge, Seller is a one or more of the Sellers are 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: two (i) three (32) 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 ContractsClosing, the Seller Sellers 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 Sellers 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 Sellers 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 Sellers 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 SellerSellers, 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.