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. (a) Sellers shall assume transfer and assign all Assumed Contracts to Purchaser, and Purchaser shall assume all Assumed Contracts from Sellers, as of the Closing Date pursuant to Section section 365 of the Bankruptcy Code and the Sale Order. In connection with such assumption The costs to cure any arrears (the “Cure Costs”) for each Assumed Contract, which shall be borne by Purchaser, are set forth opposite the name of each Assumed Contract set forth on Schedule 2.5. Purchaser shall be responsible for all Cure Costs. Purchaser further acknowledges and assignment, Sellers agrees that it shall provide be responsible for cure of all monetary and non-monetary defaults arising under such Assumed Contracts providing to the extent required by Section 365(bcounterparty to any Assumed Contract any information necessary to provide “adequate assurance of future performance” pursuant to section 365(f)(2)(B) of the Bankruptcy Code. For the avoidance of doubt, Purchaser shall not be required to make any payment of Cure Costs for, and shall not assume any Liabilities with respect to, any Contract that is not an Assigned Contract. (b) 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, Sellers shall assign to Purchaser the Assumed Contracts and the Assumed Contracts shall provide funds at Closing be identified by the name and date of the Assumed Contract (if available), the other party to pay any such cure amountthe Assumed Contract as the case may be, and the amount address of such party for notice purposes, 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 also set forth the Cure Costs for each of the funds so provided shall Assumed Contracts as determined by Sellers based on Sellers’ books and records or as otherwise determined by the Bankruptcy Court. (c) In the case of Permits, Assumed Contracts and other commitments included in the Purchased Assets that cannot be applied at Closing as a credit to Purchaser against transferred or assigned effectively without the Purchase Price. Notwithstanding anything in this Agreement consent of third parties (“Non-Assignable Assets”), which consent has not been obtained prior to the contraryClosing (after giving effect to the Sale Order and the Bankruptcy Code), this Agreement shall not be deemed to constitute an agreement to transfer or assign any of the Assumed Contracts to Purchaser Non-Assignable Asset until such consent is obtained if an attempted assignment thereof thereof, without the consent of a third Person (whose consent is neither obtained nor obviated by the Sale Order) party, would constitute a breach thereof or preclude assignment other contravention of any such Assumed Contract Non-Assignable Asset or law to Purchaserwhich any Seller is a party or by which a Seller is bound, or in any way adversely affect the rights of any Seller or, upon transfer, Purchaser under such Non-Assignable Asset; and Purchaser shall assume no Liabilities under such Non-Assignable Assets. 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 With respect to such Assumed Contract disputes such amountNon-Assignable Assets for which required consent has not been obtained prior to Closing, the cure amount for such Assumed Contract shall be the amount determined by Sellers shall, subject to any approval of the Bankruptcy Court; PROVIDED FURTHERCourt that may be required and the terms set forth in Section 6.3, HOWEVER(i) reasonably cooperate with Purchaser in endeavoring to obtain such consent, and (ii) cooperate with Purchaser in any dispute over lawful and commercially reasonable manner under which Purchaser would obtain the cure amount shall not preclude or delay the Closing of the sale or the assignment of the affected Assumed Contract to Purchasereconomic claims, rights and benefits under such Non-Assignable Assets.

Assignments; Cure Amounts. (a) 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 OrderOrder or such other contracts subsequently identified by Buyer after the Closing Date. In connection with such assumption assignment and assignmentassumption, Sellers 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”) shall be cured by Sellers as provided in the DIP Budget. The amount of such cure amount itemized by Cure Costs for each Assumed Contract is are set forth opposite the name of each Assumed Contract set forth on SCHEDULE 1.05, which schedule will be updated Schedule 2.5. (b) The Sale Order shall provide that as of the Closing Date. At Sellers' written requestClosing, Purchaser Sellers (as applicable) shall provide funds at Closing assign to pay any such cure amountBuyer the Assumed Contracts and the Assumed Leases and the Assumed Contracts and Assumed Leases shall be identified by the name and date of the Assumed Leases (if available), the other party to the Assumed Contract or Assumed Lease, as the case may be, and the amount address of such party for notice purposes, all included on an exhibit attached to either the funds so provided motion filed in connection with the Sale Order or a motion for authority to assume and assign such Assumed Contracts and Assumed Leases. Such exhibit shall be applied at Closing as a credit also (i) set forth the amounts necessary to Purchaser against the Purchase Price. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement 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 and Assumed Contract to Purchaser. The cure amount under any Assumed Contract shall be an amount Leases as determined by Sellers based upon their on Sellers’ 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, HOWEVERand (ii) delineate a procedure for transferring to Buyer the rights to any security deposits in the form of cash or letters of credit on deposit with the other party to any Assumed Lease. (c) In the case of licenses, any dispute over certificates, approvals, authorizations, Leases, Contracts and other commitments 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), Sellers shall, subject to any approval of the sale or the assignment of the affected Assumed Contract Bankruptcy Court that may be required, cooperate with Buyer in endeavoring to Purchaserobtain such consent.

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.