Assumed Agreements Clause Samples

Assumed Agreements. (a) True and complete copies of all Assumed Agreements (together with all amendments, supplements, schedules and exhibits) have heretofore been furnished or made available to Purchaser. Except as set forth in Section 3.1.12(a) of Sellers’ Disclosure Schedule, (i) each Assumed Agreement is in full force and effect and constitutes a legal, valid and binding agreement of Rockingham (except Capacity Contracts which are covered by subsection (c) below) and of each other party thereto, enforceable in accordance with its terms, and no material term or condition thereof has been amended from the form thereof delivered to the Purchaser or waived, and (ii) neither Rockingham nor, to Sellers’ Knowledge, any other party to any Assumed Agreement is in violation or breach of or default under any such Assumed Agreement (or with notice or lapse of time or both, would be in violation or breach of or default under any such Assumed Agreement). (b) Except for the Assumed Agreements and the Excluded Assets, there are no agreements, leases (other than the Easement), licenses, indentures, security agreements, deeds of trust and other contracts relating to the development, design, construction, ownership, operation or maintenance of the Facility or the conduct of the Business, to which Rockingham or any Affiliate of Rockingham is a party, that will not be terminated, discharged or fully performed on or before the Closing or that would be binding upon Purchasers or the Purchased Assets after the Closing. (c) Dynegy Power Marketing is a wholly owned indirect subsidiary of Dynegy, in existence and good standing under the laws of the State of Texas and is party to the Capacity Contracts. Sellers hereby make the representations made in (a) and (b) above with respect to the Capacity Contracts by restating all such representations except that “Rockingham” is deemed to refer to Dynegy Power Marketing. The Capacity Contract with the North Carolina Municipal Power Agency Number 1 (“NCMPA”) dated May 7, 2002 will terminate on December 31, 2006; NCMPA has not exercised any option to extend the term of such Capacity Contract and has no remaining rights to do so.

Assumed Agreements. Those contracts of the Sellers used, or held for use, in connection with the operation of MHP and the MHP Affiliates that are identified on Schedule 2.1.4 attached hereto (collectively, the “Assumed Agreements”).

Assumed Agreements. Upon the terms and subject to the ------------------ conditions of this Agreement and receipt of the consents set forth in Schedule -------- 2.5, on or prior to the Closing Date, Parent or an Affiliate of Parent, as the --- case may be, shall assign to the appropriate Company, its rights under each of the Assumed Agreements, and such Company shall assume and agree to discharge the obligations and liabilities of Parent or such Affiliate of Parent pursuant to such Assumed Agreement in accordance with its terms and subject to the conditions thereof.

Assumed Agreements. (a) Sellers have made available to Purchaser true, correct and complete copies of the Assumed Agreements. Each Assumed Agreement constitutes the entire agreement by and between the respective parties thereto with respect to the subject matter thereof, is in full force and effect and is enforceable in accordance with its terms. (b) Schedule 14.1(d) lists those Assumed Agreements for which consents must be obtained prior to the Closing Date as a condition to Purchaser’s obligations. For all Assumed Agreements not listed on Schedule 14.1(d), which by their terms require consent of a third party to assign, Sellers shall use reasonable business efforts to obtain consents. (c) Except as set forth on Schedule 7.18(c), no Seller or, to Sellers’ Knowledge, any other party to an Assumed Agreement is in, nor has any Seller given or received notice of, any material default or claimed purported or alleged material default on the part of any party in the performance of any obligation to be performed under any of the Assumed Agreements to which it is a party.

Assumed Agreements. As of the Closing Date, Frontier shall assume and agrees to discharge the obligations of Esenjay under the office lease, equipment leases and other agreements set forth on Schedule 2.02 (the "Assumed Agreements")(2); provided, however, that Frontier is not hereby assuming (i) any obligations arising under the Assumed Agreements on or before the Closing Date, or (ii) any liability arising out of a violation, breach or default (including any event which with notice or lapse of time or both will give rise to a default) by Esenjay prior to the Closing Date under any Assumed Agreement. There shall be prorated between Esenjay and Frontier as of the Closing Date all accrued rent, royalties and other payments due under the Assumed Agreements.

Assumed Agreements. All liabilities and obligations of Sellers under the Assumed Agreements arising after the Effective Time, subject to any prorations or adjustments specifically provided for in this Agreement.

Assumed Agreements. Each of the Assumed Agreements to which Seller is a party is valid, binding and in full force and effect. Seller is not in default under any of the Assumed Agreements, nor to Seller’s knowledge is any other party in default under such agreements, nor is any such default pending or threatened. Other than the Assumed Agreements, Seller is not a party to any agreements of any kind whatsoever, whether written or oral, concerning or in any way related to the RP101 Program or the RP101 Assets.

Assumed Agreements. To the extent assignable, all rights and interests of LSU or LSUHSC-S in the contracts, commitments, leases and agreements described in Schedule 2.3(c) (to be attached on or before to the Commencement Date) as to which LSU or LSUHSC-S is a party and that are utilized in the conduct of the Hospitals’ operations.

Assumed Agreements. On or before expiration of the Inspection Period, Purchaser shall deliver written notice to Seller identifying which Property Agreements shall be assigned to Purchaser at Closing, and such Property Agreements shall constitute the Assumed Agreements for the purposes of this Agreement. Seller shall terminate all other Property Agreements prior to Closing. Subject to Seller’s obligation to terminate all Property Agreements other than the Assumed Agreements, Seller shall continue to perform any and all of Seller’s obligations under all Property Agreements through the Closing. Notwithstanding anything contained herein to the contrary, Seller agrees to cause any existing property management agreements and any leasing listing agreements to be terminated effective as of the Closing Date and Seller shall be solely responsible for any fees or payments due thereunder.