Assignment of Certain Contracts. (a) At the Closing, Seller agrees to, and to cause Seller’s Affiliates to, assign, sell, transfer, convey and deliver to Buyer, and Buyer agrees to acquire from Seller and its Affiliates, all of Seller’s and its Affiliates’ right, title and interest as of the Effective Time in all Contracts which, although neither the Companies nor any of the Transferring Subsidiaries is the contracting party thereto, is in each case solely related to the Business (other than with respect to purchase orders, which shall be transferred to Buyer to the extent they relate to the Business), together with those Contracts set forth on Exhibit 2.6(a) hereto (collectively, the “Assigned Contracts”). At the Closing, Buyer shall assume, and hereby agrees to pay, perform and observe fully and timely, effective as of the Effective Time, all liabilities and obligations relating to or arising out of the Assigned Contracts (collectively, the liabilities and obligations so assumed being referred to as the “Assumed Contract Liabilities”). Notwithstanding the foregoing, in no event will the Assumed Contract Liabilities include any liabilities or obligations in respect of indebtedness for borrowed money incurred prior to the Closing Date (which shall not be deemed to include capital leases) or any equity or equity-based awards relating to equity securities of Seller.
(b) Prior to the Closing, Seller shall use its commercially reasonable efforts to obtain the necessary landlord consent to assign to one of the Companies or the Transferring Subsidiaries the Subject Lease Agreement and Buyer shall cooperate with the reasonable requests of Seller in obtaining such consent; provided, however, that (i) neither Seller and its Affiliates nor Buyer and its Affiliates shall be required to make any payments or offer or grant any accommodation (financial or otherwise) to any third party to obtain such landlord consent, (ii) neither Seller nor any of its Affiliates shall be required to make any proposal or request to assign the Subject Lease Agreement and (iii) no proposal or request to assign the Subject Lease Agreement shall be made by Buyer or any of its Affiliates without the prior written consent of Seller. If, prior to the Closing, the necessary landlord consent with respect to the Subject Lease Agreement has not been obtained (in a form (other than in respect of the amount of rent) reasonably acceptable to Buyer) or a court or other Governmental Body having jurisdiction over Seller shall have issue...
Assignment of Certain Contracts. At the Closing, Purchaser shall succeed to the rights and privileges of Seller, and shall assume the express obligations of Seller performable after the Closing pursuant to the Lease and to those leases, insurance policies, contracts, and other agreements, and only those leases, insurance policies, contracts, and other agreements of Seller that are listed as "Assigned Contracts" on the Disclosure Schedule hereto ("Assigned Contracts") as and in the form of the copies thereof (or, if oral, as and in the form of the written statements of the terms thereof) furnished or made available to Purchaser pursuant to Sections 5.10, 5.12, 5.13, and 5.19 hereto. Without limiting the generality of the foregoing, Purchaser shall not assume and shall have no liability with respect to any obligations of Seller under any Assigned Contract (a) required therein to be performed by Seller at or prior to the Closing or (b) arising out of any breach thereof not included in the copies (or written statements of the terms) of such Assigned Contracts delivered or made available to Purchaser pursuant hereto.
Assignment of Certain Contracts. 4 1.5 Instruments of Conveyance, Assumption, or Assignment ...........................................................5
Assignment of Certain Contracts. At the Closing, Purchaser shall succeed to the rights and privileges of Sellers, and shall assume the express obligations of Sellers to the extent such obligations (A) are applicable to and accrue with respect to periods subsequent to the Effective Time and (B) are accompanied by a correlated duty of performance or payment on the part of the other parties thereto, pursuant to those Real Property Leases or Contracts of the Target Business that are shown as “Assigned Contracts” (along with the Cure Amount applicable to each such Assigned Contract) on Schedule 1.3 hereto (“Assigned Contracts”) as and in the form of the copies thereof (or, if oral, as and in the form of the written statements of the terms thereof) furnished or made available to Purchaser. Purchaser and Sellers, by mutual agreement, may amend Schedule 1.3 prior to the Sale Hearing; provided, that, Purchaser may remove any Assigned Contract from Schedule 1.3 prior to the Sale Hearing if it determines, in its sole discretion. Purchaser shall be responsible for the payment and satisfaction of all cure amounts as determined by the Bankruptcy Court pursuant to Section 365(b) of the Bankruptcy Code with respect to the Assigned Contracts (the “Cure Amounts”), but solely to the extent that a Cure Amount (i) is an Assumed Liability and (ii) does not exceed the corresponding Cure Amount set forth on Schedule 1.3 with respect to each such Assigned Contract (the “Assumed Cure Amounts”). Sellers shall be responsible for any other Cure Amounts.
Assignment of Certain Contracts. In connection with the grant of the above licenses, if Licensee requests in writing within one year of the Effective Date, Demeter hereby agrees to assign to Licensee (to the extent permitted under the applicable contract), under and subject to all of the terms of this Agreement, including but not limited to the royalty and payment obligations of Articles III and IV, technology subject to Article II, of this Agreement developed under any university or government contract (other than the LSU License) to which Demeter is a party to the extent that such contract relates to the development, manufacture, use or sale of Licensed Plant Products or Licensed Formulated Products for Crop disease and/or pest control; provided that Licensee agrees to assume the obligations of Demeter under such contract. Demeter further agrees to execute any and all documents necessary or desirable to implement these rights.
Assignment of Certain Contracts. Anything in this Agreement to the contrary notwithstanding, to the extent that any Assigned Contract is not assignable without the consent of another Person (which consent has not been obtained), this Agreement shall not be deemed to constitute or require an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof. If such consent has not been obtained by the Closing Date, the Freeport Parties agree to (a) cooperate with the IMC Parties in any reasonable arrangement designed to provide for the IMC Parties substantially the same benefits and obligations under any such agreement, contract, license, lease, permit or other authorization, purchase or sale order, or other executory contract or commitment without cost to the IMC Parties, including (i) enforcing for the benefit of the IMC Parties any or all rights of the Freeport Parties under any contract, commitment, permit or other authorization, or other agreement against any other Person that is a party thereto, or (ii) at the election of the IMC Parties, not transferring, conveying, assigning or delivering to an IMC Party at the Closing, and retaining legal title or right thereto, while permitting an IMC Party the possession and use of such assets or rights for the IMC Party's account and with an IMC Party receiving the benefits and burdens of such assets or rights as if such assets or rights had been so transferred, conveyed, assigned and delivered, and (b) take all reasonable further action to obtain such consents, approvals or novations as may be required under such instrument, applicable law or otherwise to effect the transfer of the asset or right to an IMC Party. Nothing in this Section 9.6 shall be deemed a waiver of any closing condition set forth in this Agreement.
Assignment of Certain Contracts. At the Closing, Buyer shall succeed to the rights and privileges of Seller, and shall assume the express obligations of Seller, performable after the Closing pursuant to the Seller's contracts, and other agreements listed in Exhibit A. Without limiting the generality of the foregoing, Buyer shall not assume and shall have no liability with respect to any of the Seller's obligations, under any contract (a) other than a contract assigned and listed as an asset in Exhibit A, (b) required to be performed by Seller, under an assigned contract on or prior to the Closing, except to the extent that such obligation is set forth as an Assumed Liability hereunder, or (c) arising out of any breach of any breach of an assigned Contract on or before the Closing. .
Assignment of Certain Contracts. At the Closing, Seller agrees to, and to cause Seller’s Affiliates to, assign, sell, transfer, convey and deliver to Buyer, and Buyer agrees to acquire from Seller and its Affiliates, all of Seller’s and its Affiliates’ right, title and interest as of the Effective Time in all Contracts (excluding Seller’s agreements with each of the owners or licensors of the private brands set forth in Exhibit K) which, although none of the Companies is the contracting party thereto, is in each case solely related to the Business (other than with respect to purchase orders, which shall be transferred to Buyer to the extent they relate to the Business), together with those Contracts set forth in Exhibit F hereto (collectively, the “Assigned Contracts”). At the Closing, Buyer shall assume, and hereby agrees to pay, perform and observe fully and timely, effective as of the Effective Time, all liabilities and obligations relating to or arising out of the Assigned Contracts (collectively, the liabilities and obligations so assumed being referred to as the “Assumed Contract Liabilities”).
Assignment of Certain Contracts. On or prior to the Closing, Seller shall have caused the assignment from the Company or, at the option of Seller, the termination of, those contracts listed on SCHEDULE 5.14 hereto (the "Terminated Contracts"). As of the Closing Date, the Company shall have no obligation or liability with respect to any of the Terminated Contracts.
Assignment of Certain Contracts. The Company shall assign to Buyer, effective as of the Closing Date, fully paid, life of the loan tax service contracts issued by First American Real Estate Tax Services, Inc. related to all Mortgage Loans. The Company also shall assign to Buyer, effective as of the Closing Date, such fully paid, life of the loan flood zone certification contracts issued by a company acceptable to Buyer related to all Mortgage Loans as have been obtained by the Company by the Closing Date. The Company shall obtain, at its expense, the required consents, if any, to assign such tax service contracts (subject to the limita- 106 107 tions set forth in Section 5.6(a)(iii)) and flood zone certification contracts to Buyer.
