Common use of Assignments; Cure Amounts Clause in Contracts

Assignments; Cure Amounts. Sellers shall assume and assign all Assumed Contracts to Purchaser as of the Closing Date pursuant to Section 365 of the Bankruptcy Code and the Sale Order. In connection with such assumption and assignment, Sellers shall provide for cure of all monetary and non-monetary defaults arising under such Assumed Contracts to the extent required by Section 365(b) of the Bankruptcy Code. The amount of such cure amount itemized by Assumed Contract is set forth on SCHEDULE 1.05, which schedule will be updated as of the Closing Date. At Sellers' written request, Purchaser shall provide funds at Closing to pay any such cure amount, and the amount of the funds so provided shall be applied at Closing as a credit to Purchaser against the Purchase Price. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any of the Assumed Contracts to Purchaser if an attempted assignment thereof without the consent of a third Person (whose consent is neither obtained nor obviated by the Sale Order) would constitute a breach thereof or preclude assignment of such Assumed Contract to Purchaser. The cure amount under any Assumed Contract shall be an amount determined by Sellers based upon their books and records; PROVIDED, HOWEVER, if any non-debtor party to such Assumed Contract disputes such amount, the cure amount for such Assumed Contract shall be the amount determined by the Bankruptcy Court; PROVIDED FURTHER, HOWEVER, any dispute over the cure amount shall not preclude or delay the Closing of the sale or the assignment of the affected Assumed Contract to Purchaser.

Assignments; Cure Amounts. Sellers shall assume transfer and assign all Assumed Contracts Seller Agreements to Purchaser Buyer, and Buyer shall assume all Seller Agreements from the Sellers, as of the Closing Date pursuant to Section 365 of the Bankruptcy Code and the Final Sale Order. In connection with such assumption assignment and assignmentassumption, Sellers shall provide for cure of all monetary and non-monetary defaults and Buyer shall cure any monetary defaults arising under such Assumed Seller Agreements to the extent required by Section 365(b) of the Bankruptcy Code. Within ninety days after the Closing Date, Buyer may, in its discretion by giving written notice to Sellers, assume any Contract identified in such notice, and Sellers shall transfer and assign such Contract to Buyer, and Buyer shall assume such Contracts so identified and shall cure any monetary defaults arising under such Contracts to the extent required by Section 365(b) of the Bankruptcy Code. The amount of such cure amount itemized by Assumed Contract is set forth on SCHEDULE 1.05, which schedule will be updated as of the Closing Date. At Sellers' written request, Purchaser shall provide funds at Closing to pay any such cure amount, and the amount of the funds so provided shall be applied at Closing as a credit to Purchaser against the Purchase Price. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any of the Assumed Contracts to Purchaser if an attempted assignment thereof without the consent of a third Person (whose consent is neither obtained nor obviated by the Sale Order) would constitute a breach thereof or preclude assignment of such Assumed Contract to Purchaser. The cure amount under any Assumed Contract Seller Agreement shall be an amount determined by Sellers Buyer based upon their the books and recordsrecords of Sellers; PROVIDEDprovided, HOWEVERhowever, if any non-debtor party to such Assumed Contract Seller Agreement disputes such amount, the cure amount for such Assumed Contract Seller Agreement shall be the amount determined by the Bankruptcy Court; PROVIDED FURTHER. In the case of licenses, HOWEVERcertificates, approvals, authorizations, Contracts and other commitments included in the Purchased Assets (a) that cannot be transferred or assigned effectively without the consent of third parties, which consent has not been obtained prior to the Closing (after giving effect to the Sale Order and the Bankruptcy Code), Sellers shall, subject to any dispute over approval of the cure amount Bankruptcy Court that may be required, reasonably cooperate with Buyer, at the cost and expense of Sellers, in endeavoring to obtain such consent, and if any such consent is not obtained, Sellers shall, subject to any approval of the Bankruptcy Court that may be required, reasonably cooperate with Buyer, in all reasonable respects and at Sellers' cost and expense, to provide to Buyer the benefits thereof in some other manner, or (b) that are otherwise not transferable or assignable (after giving effect to the Final Sale Order and the Bankruptcy Code), Sellers shall, subject to any approval of the Bankruptcy Court that may be required, reasonably cooperate with Buyer, at the cost and expense of Sellers, to provide to Buyer the benefits thereof in some other manner (including the exercise of the rights of Sellers thereunder), provided that Sellers shall not preclude be required to expend unreasonable amounts pursuant to clauses (a) or delay the Closing (b) of the sale or the assignment of the affected Assumed Contract to Purchaserthis paragraph.

Assignments; Cure Amounts. Sellers On the Closing Date, Seller shall assume each Assumed Agreement and assign all each such Assumed Contracts Agreement to Purchaser as of the Closing Date Buyer, pursuant to Section 365 of the Bankruptcy Code and the Sale Order. In connection with such assumption and assignment, Sellers Seller shall provide for cure of all monetary and non-monetary defaults arising under each such Assumed Contracts Agreement to the extent required by Section 365(b) of the Bankruptcy CodeCode for Seller to assume and assign each Assumed Agreement. The amount costs of such cure amount itemized by required for Seller to assume and assign each Assumed Contract is set forth on SCHEDULE 1.05, which schedule will be updated as Agreement under Section 365 of the Closing Date. At Sellers' written request, Purchaser shall provide funds at Closing to pay any such cure amount, and Bankruptcy Code (the amount of the funds so provided shall be applied at Closing as a credit to Purchaser against the Purchase Price. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any of the Assumed Contracts to Purchaser if an attempted assignment thereof without the consent of a third Person (whose consent is neither obtained nor obviated by the Sale Order“Cure Costs”) would constitute a breach thereof or preclude assignment of such Assumed Contract to Purchaser. The cure amount under any Assumed Contract shall be an amount reasonably determined by Sellers Seller based upon their its books and records; PROVIDEDprovided, HOWEVERhowever, that if any non-debtor party to such Assumed Contract Agreement disputes such amount, the cure amount Cure Costs for such Assumed Contract Agreement shall be the amount determined by the Bankruptcy Court; PROVIDED FURTHERCourt at the Sale Hearing. Notwithstanding anything to the contrary in this Agreement, HOWEVERin the case of licenses, any dispute over certificates, approvals, authorizations, Contracts and other assets included in the cure amount shall Purchased Assets (a) that cannot preclude be transferred or delay assigned effectively without the consent of third parties, which consent has not been obtained prior to the Closing (after giving effect to the Sale Order and the Bankruptcy Code), Seller shall, subject to the Orders of the sale or Bankruptcy Court and the assignment terms set forth in Section 7.2, use its commercially reasonable efforts, at the sole cost and expense of Seller, to obtain such consent and, if any such consent is not obtained, Seller shall, during the six-month period following Closing, subject to the Orders of the affected Assumed Contract Bankruptcy Court, reasonably cooperate with Buyer and, at the sole cost and expense of Seller, provide to PurchaserBuyer all of the benefits of each such non-assignable asset as if such non-assignable asset had been fully transferred and assigned to Buyer, or (b) that are otherwise not transferable or assignable (after giving effect to the Sale Order and the Bankruptcy Code), Seller shall, during the three-month period following Closing, and subject to the Orders of the Bankruptcy Court, reasonably cooperate with Buyer, at the sole cost and expense of Seller, to provide to Buyer all of the benefits of each such non-assignable asset as if such non-assignable asset had been fully transferred and assigned to Buyer (including the exercise of the rights of Seller thereunder as may be directed by Buyer).

Assignments; Cure Amounts. Sellers Seller shall assume transfer and assign all Assumed Contracts to Purchaser Buyer, and Buyer shall assume all Assumed Contracts from Seller, as of the Closing Date pursuant to Section section 365 of the Bankruptcy Code and the Sale Order. In connection with such assumption assignment and assignmentassumption, Sellers Buyer shall provide for cure of all monetary and non-monetary defaults arising under such Assumed Contracts to the extent required by Section section 365(b) of the Bankruptcy CodeCode pursuant to the Sale Order (such amounts, the “Cure Costs”). The amount of such cure amount itemized by Assumed Contract is set forth on SCHEDULE 1.05, which schedule will be updated Sale Order shall provide that as of the Closing Date. At Sellers' written requestClosing, Purchaser Seller shall provide funds at Closing assign to pay any such cure amount, Buyer the Assumed Contracts and the amount Assumed Contracts shall be identified by the name and date of the funds so provided shall be applied at Closing as a credit to Purchaser against Assumed Contract, the Purchase Price. Notwithstanding anything in this Agreement other party to the contraryAssumed Contract and the address of such party for notice purposes, this Agreement all included on an exhibit attached to either the motion filed in connection with the Sale Order or a motion for authority to assume and assign such Assumed Contracts. Such exhibit shall not constitute an agreement also set forth the amounts necessary to assign cure any defaults under each of the Assumed Contracts to Purchaser if an attempted assignment thereof without the consent of a third Person (whose consent is neither obtained nor obviated by the Sale Order) would constitute a breach thereof or preclude assignment of such Assumed Contract to Purchaser. The cure amount under any Assumed Contract shall be an amount as determined by Sellers Seller based upon their on Seller’ books and records; PROVIDED, HOWEVER, if any non-debtor party to such Assumed Contract disputes such amount, the cure amount for such Assumed Contract shall be the amount records or as otherwise determined by the Bankruptcy Court; PROVIDED FURTHER. In the case of Contracts and other commitments included in the Purchased Assets that cannot be transferred or assigned effectively without the consent of third parties, HOWEVER, any dispute over the cure amount shall which consent has not preclude or delay been obtained prior to the Closing (after giving effect to the Sale Order and the Bankruptcy Code), Seller shall, subject to any approval of the sale or Bankruptcy Court that may be required and the assignment of the affected Assumed Contract terms set forth in Section 6.3, cooperate with Buyer in endeavoring to Purchaserobtain such consent.

Assignments; Cure Amounts. Sellers shall assume transfer and assign all Assumed Contracts and Assumed Leases to Purchaser Buyer, and Buyer shall assume all Assumed Contracts and Assumed Leases from Sellers, as of the Closing Date pursuant to Section 365 of the Bankruptcy Code and the Sale Order. In connection with such assumption assignment and assignmentassumption, Sellers Buyer shall provide for cure of all monetary and non-monetary defaults arising under such Assumed Contracts and Assumed Leases to the extent required by Section 365(b) of the Bankruptcy CodeCode (such amounts, the “Cure Costs”), as provided in Section 3.4 hereof. The amount In the case of such cure amount itemized by Assumed Contract is set forth on SCHEDULE 1.05licenses, which schedule will certificates, approvals, authorizations, Leases, Contracts and other commitments included in the Purchased Assets (a) that cannot be updated as of the Closing Date. At Sellers' written request, Purchaser shall provide funds at Closing to pay any such cure amount, and the amount of the funds so provided shall be applied at Closing as a credit to Purchaser against the Purchase Price. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any of the Assumed Contracts to Purchaser if an attempted assignment thereof transferred or assigned effectively without the consent of a third Person parties, which consent has not been obtained prior to the Closing (whose consent is neither obtained nor obviated by after giving effect to the Sale Order) would constitute a breach thereof or preclude assignment Order and the Bankruptcy Code), Sellers shall, subject to any approval of the Bankruptcy Court that may be required, reasonably cooperate with Buyer in endeavoring to obtain such Assumed Contract to Purchaser. The cure amount under any Assumed Contract shall be an amount determined by Sellers based upon their books and records; PROVIDED, HOWEVERconsent and, if any non-debtor party such consent is not obtained, Sellers shall, subject to such Assumed Contract disputes such amount, the cure amount for such Assumed Contract shall be the amount determined by any approval of the Bankruptcy Court; PROVIDED FURTHERCourt that may be required, HOWEVERcooperate with Buyer in all reasonable respects to provide to Buyer the benefits thereof in some other manner, or (b) that are otherwise not transferable or assignable (after giving effect to the Sale Order and the Bankruptcy Code), Sellers shall, subject to any dispute over the cure amount shall not preclude or delay the Closing approval of the sale or Bankruptcy Court that may be required, reasonably cooperate with Buyer to provide to Buyer the assignment benefits thereof in some other manner (including the exercise of the affected Assumed Contract to Purchaserrights of Sellers thereunder).

Assignments; Cure Amounts. Sellers Seller shall assume and assign all Assumed Contracts Seller Agreements to Purchaser Buyer as of the Closing Date pursuant to Section 365 of the Bankruptcy Code and the Sale Bankruptcy Court Order. In connection with such assumption and assignment, Sellers Seller shall provide for cure of all monetary and non-monetary defaults and may cure any monetary defaults arising under such Assumed Contracts Seller Agreements to the extent required by Section 365(b) of the Bankruptcy Code. The , provided that any monetary cure amount of that has not been paid by Seller before Closing shall be a Trade Payable to be reflected on the Closing Date Balance Sheet and the party to whom such cure amount itemized by Assumed Contract is set forth on SCHEDULE 1.05, which schedule will owed shall be updated as of the Closing Dateadded to Schedule 2.3. At Sellers' Seller's written request, Purchaser Buyer shall provide funds at Closing to pay any such cure amount, and the amount of the funds so provided shall be applied at Closing as a credit to Purchaser Buyer against the Preliminary Payment portion of the Purchase Price, provided that such amount shall not be reflected on the Closing Date Balance Sheet and the party to whom such cure amount is paid by funds advanced by Seller shall not be added to Schedule 2.3. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any of the Assumed Contracts Purchased Assets to Purchaser Buyer if an attempted assignment thereof without the consent of a third Person (whose consent is neither obtained nor not obviated by the Sale Bankruptcy Court Order) would constitute a breach thereof or preclude assignment of such Assumed Contract to Purchaserthereof. The cure amount under any Assumed Contract Seller Agreement shall be an amount determined by Sellers Seller based upon their its books and records; PROVIDED, HOWEVERprovided, however, if any non-debtor party to such Assumed Contract Seller Agreement disputes such amount, the cure amount for such Assumed Contract Seller Agreement shall be the amount determined by the Bankruptcy Court; PROVIDED FURTHER, HOWEVER, any dispute over the cure amount shall not preclude or delay the Closing of the sale or the assignment of the affected Assumed Contract to Purchaser.