Assignment and Assumption of Assumed Contracts. Seller Parties, to the extent permitted by applicable law, hereby assign to Buyer all of Seller Parties' right, title and interest in, to and under the Assumed Contracts and Buyer hereby assumes and agrees to pay, perform, fulfill and otherwise discharge when due all Liabilities relating to or arising from an Assumed Contract, but only to the extent such Liabilities do not relate to or arise from (a) a breach or failure to perform when due any of the terms of the Assumed Contracts prior to the Closing Date or (b) any action, omission or occurrence taking place prior to the Closing Date and resulting in any Liability under such Assumed Contracts.
Assignment and Assumption of Assumed Contracts. At Closing but effective the Closing Date, Seller, and Eateries to the extent of its interests, shall transfer, assign and convey to Buyer or its designated Affiliate, and Buyer shall assume, pursuant to the Assignment Agreement, all of Seller's, and Eateries' to the extent of its interests, right, title and interest in and to the Assumed Contracts, as set forth in Schedule 2.1.3, free and clear of all liens, security interests and encumbrances.
Assignment and Assumption of Assumed Contracts. The Buyer shall have executed and delivered to the Seller the Assignment and Assumption of Assumed Contracts.
Assignment and Assumption of Assumed Contracts. At Closing, New Operators shall accept, assume and discharge from Sellers and Existing Operators those certain contracts and agreements which relate to the operations of the Facilities and are in existence and effective as of the Closing Date (collectively, the “Assumed Contracts”). No later than five (5) days prior to the Closing Date, the parties shall prepare a schedule of Assumed Contracts, which shall be added as Schedule 3.09 hereof. The parties shall cooperate to obtain any necessary consents for assignment (including those required prior to and after the Closing Date). Any and all payments or other obligations accruing under the Assumed Contracts prior to the Closing Date shall be the sole and exclusive responsibility of the Existing Operators. Any and all payments and other obligations accruing under the Assumed Contracts on and after the Closing Date shall be the sole and exclusive responsibility of New Operators. All such obligations shall be pro-rated and paid, as appropriate, at Closing.
Assignment and Assumption of Assumed Contracts. To the maximum extent permitted by the Bankruptcy Code and subject to the other provisions of this Section 2.5, on the Closing Date, the Seller and its subsidiaries shall assume and assign the Assumed Contracts pursuant to Section 365 of the Bankruptcy Code, subject to the provision of adequate assurance by the Buyer as may be required under Section 365 of the Bankruptcy Code and payment by the Buyer of any Cure Costs in respect of the Assumed Contracts. It is understood and agreed that prior to the Closing Date, Seller shall have provided written notice to all parties to any Assumed Contract in the manner required by applicable law and shall have taken all other actions necessary to cause such Assumed Contracts to be assumed by the Seller or its applicable subsidiary and assigned to the Buyer. As used in this Agreement, “Cure Costs” means any and all amounts, costs or expenses that must be paid or actions that must be performed pursuant to Sections 365(b) and (f) of the Bankruptcy Code in connection with assignment and assumption of any Assumed Contract, as ultimately determined by the Bankruptcy Court.
Assignment and Assumption of Assumed Contracts. For and in consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted:
Assignment and Assumption of Assumed Contracts. Pursuant to the terms and subject to the conditions set forth in this Agreement, including the obtaining by HEALTHAXIS of the necessary Consents including the Carrier's consent and agreement to DIGITAL's appointment in those states in which HEALTHAXIS held such appointments at the Closing), effective upon Closing, HEALTHAXIS shall assign to DIGITAL all of HEALTHAXIS' rights and obligations under the Assumed Contracts (other than Contracts Requiring Post-Closing Consents) and DIGITAL shall accept such assignment and shall assume (except for the Excluded Liabilities) all responsibilities and obligations of HEALTHAXIS that accrue after the Closing Date under such Assumed Contracts. Upon receipt of the requisite consent, HEALTHAXIS shall (without further consideration) assign to DIGITAL all of HEALTHAXIS' rights and obligations under, and DIGITAL shall accept such assignment effective as of the Closing Date and shall assume (except for the Excluded Liabilities) all responsibilities and obligations of HEALTHAXIS that accrue after the Closing Date under the Contracts Requiring Post-Closing Consents. For those Assumed Contracts Requiring Post-Closing Consents, HEALTHAXIS will use best efforts to obtain consent to assignment of such Assumed Contracts within thirty days following the Closing Date. If such Assumed Contracts Requiring Post-Closing Consent have not been assigned by the end of this thirty day period, HEALTHAXIS will continue to remain broker of record and obtain the commissions from Carrier Partners as delineated in Carrier Partner Agreements. Such commissions will be irrevocably assigned to DIGITAL, subject to the terms of Section 2.2.
Assignment and Assumption of Assumed Contracts. Pursuant to the terms and subject to the conditions set forth in this Agreement, including the obtaining by SELLER of the necessary Consents (including the Carrier Partners' consent and agreement to DIGITAL's appointment in those states in which the Agency Affiliates held such appointments at the Closing), effective upon Closing, SELLER shall assign to DIGITAL all of SELLER's rights and obligations under the Assumed Contracts and DIGITAL shall accept such assignment and shall assume (except for the Excluded Liabilities) all responsibilities and obligations of SELLER that accrue after the Closing Date under such Assumed Contracts. For those Assumed Contracts requiring Consents, SELLER will use best efforts to obtain consent to assignment of such Assumed Contracts within thirty days following the Closing Date. If Seller has not obtained the Consent to any Assumed Contract requiring Consent by the end of this thirty-day period, SELLER will continue to remain the party of record with respect to such Assumed Contract and to make the benefits of any such Assumed Contract available to DIGITAL. DIGITAL shall not assume, pay or discharge or in any respect be liable for any liability, obligation, commitment or expense of SELLER with respect to the Assumed Contracts other than those which accrue after the Closing Date with respect to the Assumed Contracts and DIGITAL shall not be responsible for any Damages arising from any failure by SELLER to obtain any requisite Consent for any Assumed Contract.
Assignment and Assumption of Assumed Contracts. (a) At the Effective Time, the Vendor hereby assigns to the Purchaser and the Purchaser hereby assumes the Vendor's rights and obligations under the Assumed Contracts arising on and after or in respect of the period after the Effective Time and hereby agrees to perform and fulfil all of the Vendor's obligations thereunder and to indemnify and save harmless the Vendor against all liabilities, commitments and obligations thereunder arising on and after or in respect of the period after the Effective Time.
Assignment and Assumption of Assumed Contracts. Subject to the terms and conditions of this Agreement, as of the Effective Time, the Vendor hereby assigns to the Purchaser and the Purchaser hereby assumes the Vendor's rights and obligations under the Assumed Contracts, including all obligations arising on or in respect of the period prior to the Effective Time and hereby agrees to pay, satisfy, discharge, perform and fulfil all of the Vendor's obligations thereunder and to indemnify and save harmless the Vendor against all liabilities, commitments and obligations thereunder, including all obligations arising on or in respect of the period prior to the Effective Time.
