Common use of Assumed Contracts Clause in Contracts

Assumed Contracts. If Buyer delivers a written notice of objection to any Assumed Contract prior to the expiration of the Due Diligence Period, then, to the extent a termination right in favor of the applicable Seller is provided for in such Assumed Contract, or if such Assumed Contract does not prohibit termination, the applicable Seller shall instruct its Property Manager to promptly following the expiration of the Due Diligence Period provide a notice of termination to the vendor thereunder with respect to each such Assumed Contract to which Buyer has timely objected (collectively, the “Objectionable Contracts”); provided, however, that (i) Buyer may not object to any of the Cable Contracts or any other Assumed Contract marked “must assume” on Schedules 3.1(l)-1 through 3.1(l)-5 and shall assume the same at Closing pursuant to the applicable Assignment of Contracts; (ii) Seller shall have no obligation to terminate any Contract, which by its terms is not terminable or which cannot be terminated without payment of an express termination fee or penalty unless Buyer agrees in writing to pay such termination fee or penalty; (iii) if the termination of any Objectionable Contract cannot be made effective upon the Closing Date (Seller not being obligated to pay any money to accomplish such termination), then such Objectionable Contract shall be assumed by Buyer at Closing pursuant to the applicable Assignment of Contracts (together with all Assumed Contracts with respect to the applicable Asset that do not constitute Objectionable Contracts) for the remaining period of such Assumed Contract until its effective date of termination, and (iv) Buyer shall be responsible for any termination fees payable with respect to the termination of any Objectionable Contracts. Notwithstanding the foregoing, Buyer shall not be required or entitled to assume any Assumed Contract that, by its terms, may not be assigned to and assumed by Buyer without the consent of a third party, unless such third party’s written consent is actually obtained at or before the Closing. All Contracts that Buyer is required to assume hereunder are collectively referred to herein as the “Assumed Contracts”.

Assumed Contracts. If Buyer delivers a written notice of objection to any Assumed Contract prior (a) The Seller hereby sells to the expiration Purchaser with economic effect as of the Due Diligence Period, then, to the extent a termination right in favor of the applicable Seller is provided for in such Assumed Contract, or if such Assumed Contract does not prohibit termination, the applicable Seller shall instruct its Property Manager to promptly following the expiration of the Due Diligence Period provide a notice of termination to the vendor thereunder with respect to each such Assumed Contract to which Buyer has timely objected (collectively, the “Objectionable Contracts”); provided, however, that (i) Buyer may not object to any of the Cable Contracts or any other Assumed Contract marked “must assume” on Schedules 3.1(l)-1 through 3.1(l)-5 and shall assume the same at Closing pursuant to the applicable Assignment of Contracts; (ii) Seller shall have no obligation to terminate any Contract, which by its terms is not terminable or which cannot be terminated without payment of an express termination fee or penalty unless Buyer agrees in writing to pay such termination fee or penalty; (iii) if the termination of any Objectionable Contract cannot be made effective upon the Closing Date (Seller not being obligated to pay any money to accomplish such termination), then such Objectionable Contract shall be assumed by Buyer at Closing pursuant and subject to the applicable Assignment terms and conditions of Contracts this Agreement, those contracts set forth in Schedule 3.1.1 (together with a) hereto and any rights and claims of the Seller thereunder, in full discharge of all Assumed Contracts with respect to obligations of the applicable Asset that do not constitute Objectionable Contracts) for the remaining period of such Assumed Contract until its effective date of termination, and Seller thereunder (iv) Buyer shall be responsible for any termination fees payable with respect to the termination of any Objectionable Contracts. Notwithstanding the foregoing, Buyer shall not be required or entitled to assume any Assumed Contract that, by its terms, may not be assigned to and assumed by Buyer without the consent of a third party, unless such third party’s written consent is actually obtained at or before the Closing. All Contracts that Buyer is required to assume hereunder are collectively referred to herein as the “Assumed Contracts”), provided that the Purchaser shall not assume any Liabilities or Claims under such Assumed Contracts to the extent that they relate to the time period prior to the Closing Date or are otherwise Excluded Liabilities. The Purchaser accepts such sale. (b) From the date of this Agreement to the Closing Date, the Seller will on a weekly basis advise and keep the Purchaser informed of all sales orders for lumber that the Seller wishes to accept in the Ordinary Course of Business and on customary terms and prices and which orders will not be (or may reasonably be expected not to be) fulfilled by the Seller prior to the Closing Date and for which payment shall have not been received prior to the Closing Date (a “Post Sales Order”). The Purchaser shall advise the Seller in writing of which Post Sales Orders it wishes to accept and is willing to assume hereunder (an “Assumed SO”). At least two Business Days prior to the Closing Date, the Seller will provide the Purchaser with an updated list of Assumed SO’s. On Closing, the Purchaser shall take over and assume all of the Assumed SO’s and be entitled to all of the sales proceeds thereof; and (c) From the date of this Agreement to the Closing Date, the Seller will promptly advise and keep the Purchaser informed of all contracts or orders for log wood entered into by the Seller in the Ordinary Course of Business which are on customary terms and prices and which wood will not be (or may reasonably be expected not to be) delivered to the Sawmill prior to the Closing Date (a “Post Purchase Order”). At least two Business Days prior to the Closing Date, the Seller will provide the Purchaser with an updated list of Post Purchase Orders. The Purchaser shall take over and assume such Post Purchase Orders up to an aggregate amount of 2,000,000 euros (EUR two million) (the “Assumed POs”), with any excess not being an Assumed PO.

Assumed Contracts. If Buyer delivers Purchaser shall, at least forty-five (45) calendar days prior to the Closing Date, deliver to Stayton a written notice of objection to any Assumed Contract prior to the expiration of the Due Diligence Period, then, to the extent a termination right in favor of the applicable Seller is provided for in such Assumed Contract, setting forth those Operating Contracts and Unexpired Leases which Purchaser requests be assumed on or if such Assumed Contract does not prohibit termination, the applicable Seller shall instruct its Property Manager to promptly following the expiration of the Due Diligence Period provide a notice of termination to the vendor thereunder with respect to each such Assumed Contract to which Buyer has timely objected (collectively, the “Objectionable Contracts”); provided, however, that (i) Buyer may not object to any of the Cable Contracts or any other Assumed Contract marked “must assume” on Schedules 3.1(l)-1 through 3.1(l)-5 and shall assume the same at Closing pursuant to the applicable Assignment of Contracts; (ii) Seller shall have no obligation to terminate any Contract, which by its terms is not terminable or which cannot be terminated without payment of an express termination fee or penalty unless Buyer agrees in writing to pay such termination fee or penalty; (iii) if the termination of any Objectionable Contract cannot be made effective upon before the Closing Date (Seller not being obligated the "Contract Assumptions"). Stayton shall terminate all of the Operating Contracts and Unexpired Leases on or prior to pay any money to accomplish such terminationClosing other than (i) the Non-Terminable Operating Contracts and (ii) the Operating Contracts and Unexpired Leases included in the Contract Assumptions (respectively, the "Assumed Operating Contracts" and "Assumed Unexpired Leases"), then provided that any such Objectionable Contract terminations shall be assumed by Buyer at timed and effectuated in a manner to allow Stayton to operate and maintain the Properties in the same manner as the Properties are currently operated and maintained until the Closing Date. Assumed Operating Contracts and Assumed Unexpired Leases shall not be Required Removal Exceptions, notwithstanding anything to the contrary in Exhibit M-3. If any of the Operating Contracts and Unexpired Leases terminated pursuant to this Section require the applicable Assignment payment of a termination fee pursuant to its terms, Stayton shall pay, in addition to other amounts prorated at Closing, all such contractual termination fees of such Operating Contracts (together with all and Unexpired Leases. At Closing, Purchaser shall only assume the Assumed Operating Contracts with respect and Assumed Unexpired Leases. Notwithstanding anything to the applicable Asset that do not constitute Objectionable Contracts) for the remaining period of such Assumed Contract until its effective date of terminationcontrary contained herein, and (iv) Buyer shall be responsible for any termination fees payable with respect to the termination of any Objectionable Contracts. Notwithstanding the foregoing, Buyer Purchaser shall not be required or entitled to assume (A) any Management Agreements or (B) any Operating Contracts or Unexpired Leases with Sunwest Affiliate Vendors, and any agreements pursuant to clauses (A) or (B) shall not constitute Assumed Contract that, by its terms, may not be assigned to and assumed by Buyer without the consent of a third party, Operating Contracts or Assumed Unexpired Leases unless such third party’s written consent is actually obtained at or before the Closing. All Contracts that Buyer is required Purchaser elects to assume hereunder are collectively referred such agreements pursuant to herein as the “Assumed Contracts”its notice of Contract Assumptions.

Assumed Contracts. If Buyer delivers Except for Multi-Property Contracts, each of the Assumed Contracts (if any) shall be included in the Assignment of Contracts described in Section 5.2.4. Notwithstanding the immediately preceding sentence, any fee charged by a written notice of objection service provider to any transfer an Assumed Contract prior to the expiration shall be borne by Seller. Seller shall terminate any Contracts that are not Assumed Contracts, effective as of the Due Diligence PeriodClosing Date, then, to and any costs or fees charged by the extent a service provider in connection with such termination right in favor of the applicable Seller is provided for in such Assumed Contract, or if such Assumed Contract does not prohibit termination, the applicable Seller shall instruct its Property Manager to promptly following the expiration of the Due Diligence Period provide a notice of termination to the vendor thereunder with respect to each such Assumed Contract to which Buyer has timely objected (collectively, the “Objectionable Contracts”)be borne by Seller; provided, however, if a Contract that (i) Buyer may is not object to any of the Cable Contracts or any other an Assumed Contract marked “must assume” on Schedules 3.1(l)-1 through 3.1(l)-5 and shall assume the same at Closing pursuant provides for a termination that does not end prior to the applicable Assignment of Contracts; (ii) Closing Date, then, provided that Seller has delivered notice terminating such Contract on or before October 15, 2013, such Contract shall be an Assumed Contract. Seller shall have no obligation to assign or terminate any Contract, which Service Contract that is not assignable or terminable by its terms is not terminable or which cannot be terminated without payment terms. Purchaser shall assume all of an express termination fee or penalty unless Buyer agrees in writing to pay such termination fee or penalty; (iii) if the termination of any Objectionable Contract cannot be made effective upon Assumed Contracts on the Closing Date (Seller Date. Purchaser acknowledges and agrees that the Multi-Property Contracts, if any, will be assigned only in part, with the portion of each Multi-Property Contract that does not relate to the Property being obligated to pay any money to accomplish such termination), then such Objectionable retained by Seller. Each Multi-Property Contract shall be assumed by Buyer at Closing pursuant to omitted from the applicable Assignment of Contracts (together with all Assumed Contracts and the foregoing partial assignment with respect to such Multi-Property Contract shall be evidenced by one or more separate assignment documents in the applicable Asset that do not constitute Objectionable Contracts) for form required by the remaining period other party to such Multi-Property Contract and reasonably satisfactory to the parties. For purposes of such this Agreement, “Multi-Property Contract” means an Assumed Contract until its effective date of termination, and (iv) Buyer shall be responsible for any termination fees payable with respect pursuant to which services are rendered to one or more properties that are not the Property. Contracts pursuant to which services are rendered to one or more properties that are not the Property are designated as such on Exhibit C. Notwithstanding anything to the termination of any Objectionable Contracts. Notwithstanding contrary, if Seller has engaged a manager to manage the foregoingProperty, Buyer Seller shall not cause such management agreement to be required or entitled to assume any Assumed Contract that, by its terms, may not be assigned to and assumed by Buyer without the consent of a third party, unless such third party’s written consent is actually obtained terminated at or before the prior to Closing. All Contracts that Buyer is required to assume hereunder are collectively referred to herein as the “Assumed Contracts”.

Assumed Contracts. If Buyer Purchaser delivers a written notice of objection to any Assumed Contract prior to the expiration of the Due Diligence Period, then, to the extent a termination right in favor of the applicable Seller is provided for in such Assumed Contract, or if such Assumed Contract does not prohibit termination, the applicable Seller shall instruct cause its Property Manager to promptly following provide a notice of termination within two (2) Business Days of the expiration of the Due Diligence Period provide a notice of termination to the vendor thereunder with respect to each such Assumed Contract to which Buyer Purchaser has timely objected (collectively, the “Objectionable Contracts”); provided, however, that (i) Buyer Purchaser may not object to any of the Cable Contracts or any other Assumed Contract marked as “must assume” on Schedules 3.1(l)-1 through 3.1(l)-5 Schedule 3.1(j) and shall assume the same at Closing pursuant to the applicable Assignment Bxxx of ContractsSale and Assignment; (ii) Seller shall have no obligation to terminate any Contract, Contract which by its terms is not terminable or which cannot be terminated without payment of an express termination fee or penalty penalty, unless Buyer Purchaser agrees in writing to pay such termination fee or penalty; (iii) if the termination of any Objectionable Contract cannot be made effective upon the Closing Date (it being agreed and acknowledged that Seller shall not being be obligated to pay any money to accomplish such termination), then such Objectionable Contract shall be assumed by Buyer Purchaser at Closing pursuant to the applicable Bxxx of Sale and Assignment of Contracts (together with all Assumed Contracts with respect to the applicable Asset Property that do not constitute Objectionable Contracts) for the remaining period of such Assumed Contract until its effective date of termination, ; and (iv) Buyer Purchaser shall be responsible for any termination fees payable with respect to the termination of any Objectionable Contracts. Notwithstanding the foregoing, Buyer Purchaser shall not be required or entitled to assume assume: (x) any Assumed Contract that, by its terms, may not be assigned to and assumed by Buyer Purchaser without the consent of a third party, unless such third party’s written consent is actually obtained at or before the Closing; or (y) any Contract that is not reflected on Schedule 3.1(j). All Contracts that Buyer Purchaser is required to assume or elects to assume hereunder are collectively referred to herein as the “Assumed Contracts.”.

Assumed Contracts. If Buyer delivers a written notice (i) Purchaser shall assume those Contracts described on Schedule 4 (such designated contracts subject to Section 16, together with all other contracts hereafter entered into in accordance with the terms hereof, being the “Assumed Contracts”). Purchaser agrees that it shall have no right to terminate the Viceroy Agreement or the Restaurant Lease in connection with the consummation of objection the Transaction. At Closing, Seller shall assign, and Purchaser shall assume, all Assumed Contracts (including the Viceroy Agreement). At Closing, all Contracts (other than the Assumed Contracts) shall (1) be terminated by Seller, or allowed to expire, no later than the Closing Date or (2) remain the obligation of Seller after Closing. The parties shall reasonably cooperate with Seller’s efforts to obtain any approval for the assignment of an Assumed Contract prior to Purchaser. Subject to Section 9(b), Purchaser’s obligation to consummate the expiration Closing shall in no way be contingent or conditioned upon the assignment of any Contract by Seller to Purchaser at the Due Diligence PeriodClosing (other than those Assumed Contracts listed under the subheading “Material Assumed Contracts” on Schedule 4 (such Assumed Contracts being the “Material Assumed Contracts”)). (ii) The parties acknowledge and agree that Seller’s Manager has the right (A) to enter into, thenmodify and terminate, and to request Seller, to the extent a termination right in favor of the applicable Seller is provided for in such Assumed Contractenter into, or if such Assumed Contract does not prohibit termination, the applicable Seller shall instruct its Property Manager modify and terminate certain agreements and (B) to promptly following the expiration of the Due Diligence Period provide a notice of termination to the vendor thereunder make certain hiring and employment decisions with respect to each such Assumed Contract to which Buyer has timely objected any Employees, in all cases in accordance with the terms of the Viceroy Agreement (collectively, the “Objectionable ContractsAgreement Rights of Viceroy”); provided. Nothing set forth herein (including the restrictions set forth in Section 16(a)) shall be deemed to prohibit, however, that (i) Buyer may not object limit or restrict the right of Seller’s Manager under the Viceroy Agreement to exercise the Agreement Rights of Viceroy. If the exercise by Seller’s Manager of any of the Cable Contracts Agreement Rights of Viceroy is conditioned upon the prior approval or consent of Seller, then such approval or consent of Seller shall be subject to each of Seller’s and Purchaser’s compliance with its respective obligations set forth in the last paragraph of Section 16(a) regarding the granting of such approval or consent. To the extent that Seller enters into any other such agreement in the exercise of the Agreement Rights of Viceroy in accordance with the terms of this Agreement, then each such agreement shall be deemed an Assumed Contract marked “must assume” on Schedules 3.1(l)-1 through 3.1(l)-5 and shall assume for the same at Closing pursuant to the applicable Assignment purpose of Contracts; (ii) Seller shall have no obligation to terminate any Contract, which by its terms is not terminable or which cannot be terminated without payment of an express termination fee or penalty unless Buyer agrees in writing to pay such termination fee or penalty; this Agreement. (iii) if the termination of any Objectionable Contract cannot be made effective upon the Closing Date (Seller not being obligated to pay any money to accomplish such termination), then such Objectionable Contract shall be assumed by Buyer at Closing pursuant Prior to the applicable Assignment date hereof, Seller and Seller’s Manager have entered into that certain Agreement, dated as of Contracts (together September 13, 2013, with the New York Hotel & Motel Trades Council, AFL-CIO, which Purchaser shall assume, adopt and agree to be bound by all Assumed Contracts with respect to the applicable Asset that do not constitute Objectionable Contracts) for the remaining period terms of such Assumed Agreement. Neither Seller nor Seller’s Manager shall amend or terminate Agreement or enter into a Union Contract until its effective date of termination, and (iv) Buyer shall be responsible for any termination fees payable with respect to the termination of any Objectionable Contracts. Notwithstanding the foregoing, Buyer shall not be required or entitled to assume any Assumed Contract that, by its terms, may not be assigned to and assumed by Buyer without the consent of a third party, unless such third partyPurchaser’s written consent is actually obtained at or before the Closing. All Contracts that Buyer is required to assume hereunder are collectively referred to herein as the “Assumed Contracts”approval.

Assumed Contracts. If Buyer delivers Schedule 6.9(a) sets forth a written notice proposed list of objection Contracts which shall constitute "Assumed Contracts," subject to final determination as provided below. Subject to the approval of the Bankruptcy Court and pursuant to the Approval Order, the Assumed Contracts will be assumed by Seller and sold and assigned to Purchaser free and clear of all Liens and Claims, except for the Assumed Liabilities, on the Closing Date under sections 363 and 365 of the Bankruptcy Code. Seller shall, consistent with its current financial condition and the Bankruptcy Case, use its commercially reasonable efforts to promptly comply with and perform any obligations under the Assumed Contract Contracts arising from and after the date hereof and through the Closing Date. In the motion seeking entry of the Approval Order, or in such additional or subsequent motions as may be appropriate, Seller will seek authority to sell and assign to Purchaser the Assumed Contracts free and clear of all Liens and Claims, except for Assumed Liabilities, in accordance with sections 363 and 365 of the Bankruptcy Code. All Assumed Contracts shall be sold and assigned to Purchaser free and clear of all Liens and Claims, except for Assumed Liabilities, at the Closing. Notwithstanding Schedule 6.9(a) hereto, (i) Purchaser shall not be required to make its final determination as to which Contracts shall constitute "Assumed Contracts," which determination shall be in Purchaser's sole discretion, until one day prior to the expiration hearing before the Bankruptcy Court to approve the sale of the Due Diligence PeriodTransferred Assets to Purchaser (the "Hearing"), thenprovided Purchaser shall use commercially reasonable efforts to notify Seller of any contracts which shall not be included as Assumed Contracts by November 3, 2005 (it being understood that the addition or deletion of contracts to be included or excluded as Assumed Contracts through the day prior to the Hearing shall in no event be a default under this Agreement), and (ii) upon Purchaser providing to Seller such final determination of the Contracts that shall constitute "Assumed Contracts," Seller shall immediately thereafter amend Schedule 6.9(a) to this Agreement and, to the extent a termination right required under the Bankruptcy Case, file in favor of the applicable Seller is provided for in such Assumed Contract, or if such Assumed Contract does not prohibit termination, the applicable Seller shall instruct its Property Manager to promptly following the expiration of the Due Diligence Period provide a and give proper notice of termination to such amended schedule in the vendor thereunder with respect to each such Assumed Contract to which Buyer has timely objected (collectively, the “Objectionable Contracts”); provided, however, that (i) Buyer may not object to any Bankruptcy Case of the Cable Contracts or any other Assumed Contract marked “must assume” on Schedules 3.1(l)-1 through 3.1(l)-5 and shall assume the same at Closing pursuant to the applicable Assignment Purchaser's final determination of Contracts; (ii) Seller shall have no obligation to terminate any Contract, which by its terms is not terminable or which cannot be terminated without payment of an express termination fee or penalty unless Buyer agrees in writing to pay such termination fee or penalty; (iii) if the termination of any Objectionable Contract cannot be made effective upon the Closing Date (Seller not being obligated to pay any money to accomplish such termination), then such Objectionable Contract shall be assumed by Buyer at Closing pursuant to the applicable Assignment of Contracts (together with all Assumed Contracts with respect to the applicable Asset that do not constitute Objectionable Contracts) for the remaining period of such Assumed Contract until its effective date of termination, and (iv) Buyer shall be responsible for any termination fees payable with respect to the termination of any Objectionable Contracts. Notwithstanding the foregoing, Buyer shall not be required or entitled to assume any Assumed Contract that, by its terms, may not be assigned to and assumed by Buyer without the consent of a third party, unless such third party’s written consent is actually obtained at or before the Closing. All Contracts that Buyer is required to assume hereunder are collectively referred to herein as the “Assumed Contracts”.

Assumed Contracts. If Buyer delivers a written notice Seller's interest in the contracts associated primarily with the FPBU, as identified in Disclosure Schedule 1.1.5 (the "Assumed Contracts"), together with all rights, privileges, claims, demands, refunds and indemnifications in favor of objection to Seller under the Assumed Contracts, but excluding the contracts identified under Section 1.2.5 (the "Excluded Contracts"). To the extent that Seller's rights under any Assumed Contract prior to the expiration of the Due Diligence Period, then, to the extent a termination right in favor of the applicable Seller is provided for in such Assumed Contract, or if such Assumed Contract does not prohibit termination, the applicable Seller shall instruct its Property Manager to promptly following the expiration of the Due Diligence Period provide a notice of termination to the vendor thereunder with respect to each such Assumed Contract to which Buyer has timely objected (collectively, the “Objectionable Contracts”); provided, however, that (i) Buyer may not object to any of the Cable Contracts or any other Assumed Contract marked “must assume” on Schedules 3.1(l)-1 through 3.1(l)-5 and shall assume the same at Closing pursuant to the applicable Assignment of Contracts; (ii) Seller shall have no obligation to terminate any Contract, which by its terms is not terminable or which cannot be terminated without payment of an express termination fee or penalty unless Buyer agrees in writing to pay such termination fee or penalty; (iii) if the termination of any Objectionable Contract cannot be made effective upon the Closing Date (Seller not being obligated to pay any money to accomplish such termination), then such Objectionable Contract shall be assumed by Buyer at Closing pursuant to the applicable Assignment of Contracts (together with all Assumed Contracts with respect to the applicable Asset that do not constitute Objectionable Contracts) for the remaining period of such Assumed Contract until its effective date of termination, and (iv) Buyer shall be responsible for any termination fees payable with respect to the termination of any Objectionable Contracts. Notwithstanding the foregoing, Buyer shall not be required or entitled to assume any Assumed Contract that, by its terms, may not be assigned to and assumed by Buyer without the consent of another person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a third partybreach thereof or be unlawful, unless and Seller and Buyer shall use their reasonable efforts to obtain any such third party’s written required consent(s) as promptly as possible. If any such consent is actually shall not be obtained at or before if any attempted assignment would be ineffective or would impair Buyer's rights under the Assumed Contract in question so that Buyer would not in effect acquire the benefit of all such rights, Seller, to the maximum extent permitted by law and the Assumed Contract, shall act after the Closing as Buyer's agent in order to obtain for Buyer the benefits thereunder and shall cooperate, to the maximum extent permitted by law and the Assumed Contract, with Buyer in any other reasonable arrangement designed to provide such benefits to Buyer and Buyer shall reimburse Seller for the costs incurred by Seller in providing such benefits to Buyer and in complying with the terms of the Assumed Contract which Buyer would have incurred directly if the Assumed Contract were to be assigned to Buyer. The parties have attempted to identify all existing contracts associated with the FPBU and to classify each contract either as an Assumed Contract or an Excluded Contract. After the Closing, if Seller or Buyer becomes aware of any contract associated with the FPBU, which is not identified as an Assumed Contract or an Excluded Contract, the discovering party will promptly provide the other party with a copy of the contract, together with an explanation of the circumstances of discovery. All Contracts that Seller will thereafter provide Buyer is required such additional information about the contract as may be reasonably requested by Buyer. Within 30 days after its provision or receipt of the notice, Buyer may, by written notice to Seller, agree to assume hereunder are collectively referred to herein as the “contract, in which case it will become an Assumed Contracts”.Contract; otherwise it will become an Excluded Contract;

Assumed Contracts. If Buyer delivers Within five (5) business days following the full execution of this Agreement, SOCWA shall provide MNWD with full and complete copies of all SOCWA’s contracts and agreements that are currently in effect and relate to the RTP (“Contracts”), by uploading all such Contracts into a written notice virtual database to be provided by MNWD. MNWD shall thereafter determine, in good faith consultation with SOCWA, which Contracts it agrees to assume at the Closing Date (“Assumed Contracts”). The Parties hereby agree and acknowledge that MNWD is not assuming any liabilities of objection SOCWA except where expressly stated herein and will not be responsible for paying, performing or discharging any liability of SOCWA or any SOCWA Related Parties of whatever nature, whether known or unknown, absolute, contingent, presently in existence or arising hereafter and whether or not related to the Assumed Contracts that arise prior to the Closing Date, all of which liabilities shall be retained by and remain obligations and liabilities solely of SOCWA and the SOCWA Related Parties, and shall be paid, performed, discharged and otherwise satisfied by SOCWA and the SOCWA Related Parties, as the case may be, promptly as and when due. SOCWA, and the SOCWA Related Parties shall assist MNWD in obtaining any third-party consents that may be necessary to effectuate the assignment to MNWD of any Assumed Contract including the execution of any documents that may be reasonably requested or required in order to complete the assignment of any Assumed Contracts. MNWD reserves the right to reject any Assumed Contract prior to the expiration of the Due Diligence Period, then, to the extent a termination right in favor of the applicable Seller Closing Date if any third-party consent is provided for in such Assumed Contract, or if such Assumed Contract does not prohibit termination, the applicable Seller shall instruct its Property Manager to promptly following the expiration of the Due Diligence Period provide a notice of termination to the vendor thereunder with respect to each such Assumed Contract to which Buyer has timely objected (collectively, the “Objectionable Contracts”)obtained; provided, however, that MNWD shall within fifteen (i15) Buyer may not object to any days following receipt of all of the Cable Contracts, notify SOCWA in writing of any Assumed Contracts or any other Assumed Contract marked “must assume” on Schedules 3.1(l)-1 through 3.1(l)-5 and the assignment of which shall assume the same at Closing pursuant be a condition precedent to the applicable Assignment of Contracts; (ii) Seller shall have no MNWD’s obligation to terminate any Contract, which by its terms is not terminable or which cannot be terminated without payment of an express termination fee or penalty unless Buyer agrees in writing to pay such termination fee or penalty; (iii) if the termination of any Objectionable Contract cannot be made effective upon the Closing Date (Seller not being obligated to pay any money to accomplish such termination), then such Objectionable Contract shall be assumed by Buyer at Closing pursuant to the applicable Assignment of Contracts (together with all Assumed Contracts with respect to the applicable Asset that do not constitute Objectionable Contracts) for the remaining period of such Assumed Contract until its effective date of termination, and (iv) Buyer close. MNWD shall be responsible for any early termination fees payable with respect obligations or costs related to the termination of any Objectionable same for all rejected Contracts. Notwithstanding the foregoing, Buyer shall not be required or entitled to assume any Assumed Contract that, by its terms, may not be assigned to and assumed by Buyer without the consent of a third party, unless such third party’s written consent is actually obtained at or before the Closing. All Contracts that Buyer is required to assume hereunder are collectively referred to herein as the “Assumed Contracts”.

Assumed Contracts. If Buyer delivers (a) Schedule 4.6 sets forth a written notice true and correct list of objection to any Assumed Contract prior to the expiration of the Due Diligence Period, then, to the extent a termination right all Contracts by which Selleris bound in favor of the applicable Seller is provided for in such Assumed Contract, or if such Assumed Contract does not prohibit termination, the applicable Seller shall instruct its Property Manager to promptly following the expiration of the Due Diligence Period provide a notice of termination to the vendor thereunder with respect to each such Assumed Contract to which Buyer has timely objected (collectively, the “Objectionable Contracts”); provided, however, that (i) Buyer may not object to any of the Cable Contracts or any other Assumed Contract marked “must assume” on Schedules 3.1(l)-1 through 3.1(l)-5 and shall assume the same at Closing pursuant to the applicable Assignment of Contracts; (ii) Seller shall have no obligation to terminate any Contract, which by its terms is not terminable or which cannot be terminated without payment of an express termination fee or penalty unless Buyer agrees in writing to pay such termination fee or penalty; (iii) if the termination of any Objectionable Contract cannot be made effective upon the Closing Date (Seller not being obligated to pay any money to accomplish such termination), then such Objectionable Contract shall be assumed by Buyer at Closing pursuant to the applicable Assignment of Contracts (together with all Assumed Contracts with respect to the applicable Asset Business or the Transferred Assets that do not constitute Objectionable Contracts) for the remaining period of such Assumed Contract until its effective date of termination, and (iv) Buyer shall will be responsible for any termination fees payable with respect transferred to the termination of any Objectionable Contracts. Notwithstanding the foregoing, Buyer shall not be required or entitled to assume any Assumed Contract that, by its terms, may not be assigned to and assumed by Buyer without the consent of a third party, unless such third party’s written consent is actually obtained at or before the Closing. All Contracts that Buyer is required to assume hereunder are collectively referred to herein as (the “Assumed Contracts”). (b) True and correct copies of all written Contracts listed on Schedule 4.6 and descriptions of any oral Assumed Contracts listed and described thereon have been delivered to Buyer. All of the Contracts set forth on Schedule 4.6 or in the other Schedules hereto are (i) valid and enforceable in accordance with their respective terms, except to the extent that such enforceabilty (A) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and (B) are in full force and effect. Seller is not in default under any Assumed Contract nor, to Seller’s Knowledge, is any other party to any such Assumed Contract in material default thereunder; nor, to Seller’s knowledge, is there any condition or basis for any claim of a default by any party thereto or event which, with notice, lapse of time or both, would constitute a default thereunder. Seller has paid in full or accrued all amounts due from Seller thereunder for periods on or prior to the date hereof (whether or not then currently payable) and has satisfied in full or provided in full for all of its Liabilities thereunder for periods on or prior to the date hereof. All rights of Seller under the Assumed Contracts extending beyond the Closing Date shall continue unimpaired and unchanged on and after the Closing Date without (i) the requirement of Consent of any Person or (ii) the payment of any penalty, the incurrence of any additional Liability or the change of any term. (c) to Seller’s Knowledge the Seller is not a party to or bound by any Assumed Contract which was entered into other than in the ordinary course of its business consistent with past practice. (d) To Seller’s Knowledge the Assumed Contracts listed on Schedule 4.6 constitute all material Contracts necessary to operate the Business as it is operated currently.

Assumed Contracts. If Buyer delivers Schedule 6.9(a) sets forth a written notice list of objection Contracts which shall constitute "Assumed Contracts." Subject to the approval of the Bankruptcy Court and pursuant to the Approval Order, the Assumed Contracts will be assumed by Seller and sold and assigned to Purchaser (or Purchaser's designee) free and clear of all Liens and Claims, except for the Assumed Liabilities, on the Closing Date under sections 363 and 365 of the Bankruptcy Code. Seller shall, consistent with its current financial condition and the Bankruptcy Case, use its commercially reasonable efforts to promptly comply with and perform any obligations under the Assumed Contract Contracts arising from and after the date hereof and through the Closing Date. In the motion seeking entry of the Approval Order, or in such additional or subsequent motions as may be appropriate, Seller will seek authority to sell and assign to Purchaser (or Purchaser's designee) the Assumed Contracts free and clear of all Liens and Claims, except for Assumed Liabilities, in accordance with sections 363 and 365 of the Bankruptcy Code. All Assumed Contracts shall be sold and assigned to Purchaser (or Purchaser's designee) free and clear of all Liens and Claims, except for Assumed Liabilities, at the Closing. Notwithstanding Schedule 6.9(a) hereto, (i) Purchaser shall not be required to make its final determination as to which Contracts shall constitute "Assumed Contracts," which determination shall be in Purchaser's sole discretion, until one day prior to the expiration hearing before the Bankruptcy Court to approve the sale of the Due Diligence PeriodTransferred Assets to Purchaser, thenand (ii) upon Purchaser providing to Seller such final determination of the Contracts that shall constitute "Assumed Contracts," Seller shall immediately thereafter amend Schedule 6.9(a) to this Agreement and, to the extent a termination right required under the Bankruptcy Case, file in favor of the applicable Seller is provided for in such Assumed Contract, or if such Assumed Contract does not prohibit termination, the applicable Seller shall instruct its Property Manager to promptly following the expiration of the Due Diligence Period provide a and give proper notice of termination to such amended schedule in the vendor thereunder with respect to each such Assumed Contract to which Buyer has timely objected (collectively, the “Objectionable Contracts”); provided, however, that (i) Buyer may not object to any Bankruptcy Case of the Cable Contracts or any other Assumed Contract marked “must assume” on Schedules 3.1(l)-1 through 3.1(l)-5 and shall assume the same at Closing pursuant to the applicable Assignment Purchaser's final determination of Contracts; (ii) Seller shall have no obligation to terminate any Contract, which by its terms is not terminable or which cannot be terminated without payment of an express termination fee or penalty unless Buyer agrees in writing to pay such termination fee or penalty; (iii) if the termination of any Objectionable Contract cannot be made effective upon the Closing Date (Seller not being obligated to pay any money to accomplish such termination), then such Objectionable Contract shall be assumed by Buyer at Closing pursuant to the applicable Assignment of Contracts (together with all Assumed Contracts with respect to the applicable Asset that do not constitute Objectionable Contracts) for the remaining period of such Assumed Contract until its effective date of termination, and (iv) Buyer shall be responsible for any termination fees payable with respect to the termination of any Objectionable Contracts. Notwithstanding the foregoing, Buyer shall not be required or entitled to assume any Assumed Contract that, by its terms, may not be assigned to and assumed by Buyer without the consent of a third party, unless such third party’s written consent is actually obtained at or before the Closing. All Contracts that Buyer is required to assume hereunder are collectively referred to herein as the “Assumed Contracts”.

Assumed Contracts. If Buyer delivers a written notice of objection (a) Seller will assign the HoldCo Contracts to any Assumed Contract prior to the expiration of the Due Diligence Period, then, to the extent a termination right in favor of the applicable Seller is provided for in such Assumed Contract, or if such Assumed Contract does not prohibit termination, the applicable Seller shall instruct its Property Manager to promptly HoldCo within ten (10) Business Days following the expiration of the Due Diligence Period provide a notice of termination to the vendor thereunder date hereof; provided that, with respect to each any particular Contract, such Assumed date may be extended and the assignee of such Contract may be changed if the parties mutually agree (such agreement not to which Buyer has timely objected (collectively, be unreasonably withheld). Except for the “Objectionable Contracts”); provided, however, that (i) Buyer may not object assignment to any Contract HoldCo of the Cable HoldCo Contracts set forth on Schedule 1.1(a)(ii)(A), Seller will consider in good faith proposals by Buyer for the transfer prior to Closing of some or all of the other Purchased Assets that are held by Seller to Contract HoldCo or Abacus UK; provided that no such transfers shall take place without Seller’s prior consent, which shall remain in Seller’s sole discretion. (b) With respect to all Assumed Contracts (other than the HoldCo Contracts or any other Assumed Contract marked “must assume” those Customer Contracts set forth on Schedules 3.1(l)-1 through 3.1(l)-5 and shall assume Schedule 1.1(a)(iii) that are to be assigned directly to Buyer at the same at Closing pursuant to the applicable Assignment of Contracts; (ii) Seller shall have no obligation to terminate any Contract, which by its terms is not terminable or which cannot be terminated without payment of an express termination fee or penalty unless Buyer agrees in writing to pay such termination fee or penalty; (iii) if the termination of any Objectionable Contract cannot be made effective upon the Closing Date (Seller not being obligated to pay any money to accomplish such terminationthis Agreement), then such Objectionable Contract shall be assumed by Buyer at Closing pursuant notwithstanding anything in this Agreement to the applicable Assignment of Contracts (together with all Assumed Contracts with respect to the applicable Asset that do contrary, this Agreement shall not constitute Objectionable Contracts) for the remaining period of an agreement to assign any such Assumed Contract until its effective date of terminationcontract or any claim or right or any obligation or benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, and (iv) Buyer shall be responsible for any termination fees payable with respect to the termination of any Objectionable Contracts. Notwithstanding the foregoing, Buyer shall not be required or entitled to assume any Assumed Contract that, by its terms, may not be assigned to and assumed by Buyer without the consent of a counterparty thereto, would constitute a breach or default thereof or give rise to a right of termination or cancellation thereunder. Seller and Buyer will use their commercially reasonable efforts to obtain the required consents from the counterparties to those Assumed Contracts set forth on Schedules 1.1(a)(i) or 1.1(a)(ii)(B) as soon as reasonably possible after the date hereof. If such consent is not obtained for those Assumed Contracts set forth on Schedules 1.1(a)(i) or 1.1(a)(ii)(B), Seller and Buyer will use their commercially reasonable efforts, to the extent such Assumed Contract permits (with the parties sharing equally any out-of-pocket expenses) to subcontract or sublicense, as applicable, the provision or receipt of the goods and services or rights under such Assumed Contract to Buyer, or provide to Buyer the benefits or obligations under any such Assumed Contract or claim or right, including, without limitation, enforcement for the benefit of Buyer (at Buyer’s sole expense) of any and all rights of Seller against a third partyparty thereto arising out of the breach, unless default, termination or cancellation by such third partyparty or otherwise or, at Seller’s written consent is actually obtained at or before option, to the maximum extent permitted by Law and such Assumed Contract, as applicable, appoint Buyer to be Seller’s representative and agent with respect to such Assumed Contract, as applicable. (c) Following the Closing, Buyer and Seller shall continue to cooperate and use commercially reasonable efforts to effect the assignment to Buyer of those Assumed Contracts set forth on Schedule 1.1(a)(i) and Schedule 1.1(a)(ii)(B). All Contracts Buyer shall indemnify, defend and hold harmless Seller and its Affiliates from and against any and all Losses actually incurred by Seller or its Affiliates in connection with, arising out of or resulting from any actions taken or not taken by Buyer after the Closing Date as subcontractor, representative, agent or obligor with respect to any such Assumed Contract or the non-compliance by Buyer on or following the Closing Date with any Laws applicable to any such Assumed Contract or for any and all Losses otherwise arising out of or relating to any such Assumed Contract. (d) After the Closing, in the event that Buyer is required Seller determines that any Contract of Seller or an Affiliate of Seller was historically treated as a Contract solely related to assume hereunder are collectively referred to herein as the “Business that should have been included in the Assumed Contracts”, Seller and Buyer shall cooperate in assigning such Contract to Buyer as soon as practicable, and upon such assignment such Contract shall be deemed to be an Assumed Contract for all purposes of this Agreement. Both before and after the Closing, Seller agrees to use its commercially reasonable efforts to provide Buyer with a true and correct copy of any Assumed Contract set forth on Schedules 1.1(a)(i) and 1.1(a)(ii)(B) that Seller was unable to locate and provide to Buyer prior to the date hereof.

Assumed Contracts. If Buyer delivers Except for Multi-Property Contracts, each of the Assumed Contracts shall be included in the Assignment of Contracts described in Section 5.2.4. Notwithstanding the immediately preceding sentence, any fee charged by a written notice of objection service provider to any transfer an Assumed Contract prior to shall be borne by the expiration Sellers. Sellers shall terminate any Contracts that are not Assumed Contracts, effective as of the Due Diligence PeriodClosing Date, then, to and any costs or fees charged by the extent a service provider in connection with such termination right in favor of shall be borne by the applicable Seller is provided for in such Assumed Contract, or if such Assumed Contract does not prohibit termination, the applicable Seller shall instruct its Property Manager to promptly following the expiration of the Due Diligence Period provide a notice of termination to the vendor thereunder with respect to each such Assumed Contract to which Buyer has timely objected (collectively, the “Objectionable Contracts”)Sellers; provided, however, if a Contract that (i) Buyer may is not object to any of the Cable Contracts or any other an Assumed Contract marked “must assume” on Schedules 3.1(l)-1 through 3.1(l)-5 and shall assume the same at Closing pursuant provides for a termination that does not end prior to the applicable Assignment of Contracts; (ii) Closing Date, then, provided that a Seller has delivered notice terminating such Contract on or before October 15, 2013, such Contract shall be an Assumed Contract. Sellers shall have no obligation to assign or terminate any Contract, which Service Contract that is not assignable or terminable by its terms is not terminable or which cannot be terminated without payment terms. Purchaser shall assume all of an express termination fee or penalty unless Buyer agrees in writing to pay such termination fee or penalty; (iii) if the termination of any Objectionable Contract cannot be made effective upon Assumed Contracts on the Closing Date (Seller Date. Purchaser acknowledges and agrees that the Multi-Property Contracts, if any, will be assigned only in part, with the portion of each Multi-Property Contract that does not relate to any of the Properties being obligated to pay any money to accomplish such termination), then such Objectionable retained by the Seller. Each Multi-Property Contract shall be assumed by Buyer at Closing pursuant to omitted from the applicable Assignment of Contracts (together with all Assumed Contracts and the foregoing partial assignment with respect to such Multi-Property Contract shall be evidenced by one or more separate assignment documents in the applicable Asset that do not constitute Objectionable Contracts) for form required by the remaining period other party to such Multi-Property Contract and reasonably satisfactory to the parties. For purposes of such this Agreement, “Multi-Property Contract” means an Assumed Contract until its effective date of termination, and (iv) Buyer shall be responsible for any termination fees payable with respect pursuant to which services are rendered to one or more properties that are not included in the Properties. Contracts pursuant to which services are rendered to one or more properties that are not included in the Properties are designated as such on Exhibit C. Notwithstanding anything to the termination of contrary, if any Objectionable Contracts. Notwithstanding the foregoingSeller has engaged a manager to manage such Seller’s Property, Buyer such Seller shall not cause such management agreement to be required or entitled to assume any Assumed Contract that, by its terms, may not be assigned to and assumed by Buyer without the consent of a third party, unless such third party’s written consent is actually obtained terminated at or before the prior to Closing. All Contracts that Buyer is required to assume hereunder are collectively referred to herein as the “Assumed Contracts”.

Assumed Contracts. If Buyer delivers a written notice (a) On the LMA Effective Date, pursuant to an assignment and assumption agreement in the form of objection Exhibit A attached hereto, Licensee shall assign to Programmer, and Programmer shall assume and undertake to pay, discharge, perform or satisfy the liabilities, obligations and commitments of Licensee arising during, or attributable to, any period of time on or after the LMA Effective Date under the contracts set forth on Schedule B hereto (the “Assumed Contracts”) (collectively, the “LMA Assumed Obligations”). Except for the LMA Assumed Obligations and except as otherwise provided in this Agreement, Programmer does not assume or agree to discharge or perform and will not be deemed by reason of the execution and delivery of this Agreement to have assumed or to have agreed to discharge or perform any other liabilities, obligations or commitments of Licensee. (b) Licensee, with the cooperation of Programmer, shall use commercially reasonable efforts to obtain any third party consents necessary for the assignment to Programmer of any Assumed Contract (which shall not require any payment to any such third party), but no such consents are conditions to LMA commencement. To the extent that any Assumed Contract may not be assigned without the consent of any third party, and such consent is not obtained prior to the expiration LMA Effective Date, this Agreement and any assignment executed pursuant to this Agreement shall not constitute an assignment of the Due Diligence Period, then, to the extent a termination right in favor of the applicable Seller is provided for in such Assumed Contract; provided, or if such Assumed Contract does not prohibit terminationhowever, the applicable Seller shall instruct its Property Manager to promptly following the expiration of the Due Diligence Period provide a notice of termination to the vendor thereunder with respect to each such Assumed Contract, Licensee and Programmer shall cooperate to the extent feasible in effecting a lawful and commercially reasonable arrangement under which Programmer shall receive the benefits under the Assumed Contract from and after the LMA Effective Date, and to which Buyer has timely objected (collectively, the “Objectionable Contracts”); provided, however, that (i) Buyer may not object to any extent of the Cable Contracts or any other benefits received, Programmer shall pay and perform Licensee’s obligations arising under the Assumed Contract marked “must assume” on Schedules 3.1(l)-1 through 3.1(l)-5 from and shall assume after the same at Closing pursuant LMA Effective Date in accordance with its terms. (c) All prepaid and deferred income and expenses relating to the applicable Assignment Assumed Contracts and arising from the operation of Contracts; (ii) Seller shall have no obligation to terminate any Contract, which by its terms is not terminable or which cannot be terminated without payment of an express termination fee or penalty unless Buyer agrees in writing to pay such termination fee or penalty; (iii) if the termination of any Objectionable Contract cannot be made effective upon the Closing Date (Seller not being obligated to pay any money to accomplish such termination), then such Objectionable Contract Station shall be assumed by Buyer at Closing pursuant prorated between Programmer and Licensee in accordance with accounting principles generally accepted in the United States (“GAAP”) as of the LMA Effective Date. Such prorations shall include without limitation music and other license fees, utility expenses, rent and other amounts under Assumed Contracts and similar prepaid and deferred items. Licensee shall receive a credit for all of the Station’s deposits and prepaid expenses relating to the applicable Assignment of Contracts (together with all Assumed Contracts with respect Contracts. Sales commissions related to the applicable Asset that do not constitute Objectionable Contracts) for sale of advertisements by Licensee broadcast on the remaining period Station prior to the LMA Effective Date shall be the responsibility of such Assumed Contract until its effective date of terminationLicensee, and (iv) Buyer sales commissions related to the sale of advertisements by Programmer broadcast on the Station after the LMA Effective Date shall be responsible for any termination fees payable with respect to the termination responsibility of any Objectionable Contracts. Notwithstanding the foregoing, Buyer shall not be required or entitled to assume any Assumed Contract that, by its terms, may not be assigned to and assumed by Buyer without the consent of a third party, unless such third party’s written consent is actually obtained at or before the Closing. All Contracts that Buyer is required to assume hereunder are collectively referred to herein as the “Assumed Contracts”Programmer.

Assumed Contracts. If Buyer delivers a written notice ‌ As of objection the Service Commencement Date the Parties shall enter into assignment and assumption agreements, in the form attached hereto as Exhibit 2.2.1 (each such agreement, an “Assignment and Assumption Agreement”), pursuant to any which the Commonwealth shall assign to Vendor all of the Commonwealth’s rights and obligations (including all legal, financial, operational and managerial responsibilities) under the Contracts identified in the final Schedule 2.2 as “Assumed Contracts.” Vendor shall be responsible for the performance of all obligations of the Commonwealth under the Assumed Contracts, including payment of all ongoing charges (e.g., maintenance and license renewal) set forth therein and to be performed with respect to periods on or after the Service Commencement Date. In the event that the Parties mutually agree that Vendor shall not take assignment of an Assumed Contract prior due to a significant fee associated with transferring the Assumed Contract or some other mutually agreed upon reason, Vendor may not take assignment of an Assumed Contract, and instead, Vendor will accept financial, operational and managerial responsibility of such Assumed Contract as of the Service Commencement Date and for such period until the Parties mutually agree that Vendor will take assignment of such Assumed Contract. If necessary, the Commonwealth will make payment of the ongoing charges therein, and Vendor shall, except during the Current Operations Phase, promptly reimburse or credit the Commonwealth for such charges. The Parties’ further financial responsibilities with respect to the expiration Assumed Contracts shall include: (a) Vendor shall be responsible for paying all relicensing, transfer, third party administrator/agency and termination fees associated with the Assumed Contracts. (b) Vendor shall reimburse the Commonwealth for any prepayments in respect thereof (provided that, all “prepayments,” as such term is used in this Agreement, shall be for goods or services of which Vendor receives the Due Diligence Periodbenefit after the Service Commencement Date and that will be utilized on or after the Service Commencement Date in connection with the performance of Services by Vendor hereunder, thenincluding, for example, prepaid support and maintenance service fees) only to the extent a termination right such Prepayments are expressly identified in favor the final Schedule 2.2. (c) The Commonwealth shall reimburse Vendor for an appropriate proportionate amount of any post-payments made by Vendor under the applicable Seller Contracts (provided that, all “post-payments,” as such term is provided used in this Agreement (for in such Assumed Contractexample, or if such Assumed Contract does not prohibit terminationwith regard to balloon payments), the applicable Seller shall instruct its Property Manager to promptly following the expiration of the Due Diligence Period provide a notice of termination to the vendor thereunder with respect to each such Assumed Contract to which Buyer has timely objected (collectively, the “Objectionable Contracts”); provided, however, that (i) Buyer may not object to any of the Cable Contracts or any other Assumed Contract marked “must assume” on Schedules 3.1(l)-1 through 3.1(l)-5 and shall assume the same at Closing pursuant to the applicable Assignment of Contracts; (ii) Seller shall have no obligation to terminate any Contract, which be identified by its terms is not terminable or which cannot be terminated without payment of an express termination fee or penalty unless Buyer agrees Vendor in writing to pay such termination fee or penalty; the Commonwealth within a reasonable period of time (iiinot to exceed one hundred eighty (180) if days) after the termination of any Objectionable Contract cannot be made effective upon the Closing Date (Seller not being obligated to pay any money to accomplish such termination), then such Objectionable Contract shall be assumed by Buyer at Closing pursuant to the applicable Assignment of Contracts (together with all Assumed Contracts Commonwealth’s responsibility with respect to the applicable Asset that do not constitute Objectionable Contracts) Assumed Contract ceases and shall be for goods or services for which the remaining period Commonwealth has received the benefit of such Assumed Contract until its effective date of termination, and (iv) Buyer shall be responsible for any termination fees payable post-payment prior to the Commonwealth’s responsibility with respect to the termination of any Objectionable Contracts. Notwithstanding the foregoing, Buyer shall not be required or entitled to assume any Assumed Contract that, by its terms, may not be assigned to and assumed by Buyer without the consent of a third party, unless such third party’s written consent is actually obtained at or before the Closing. All Contracts that Buyer is required to assume hereunder are collectively referred to herein as the “Assumed Contracts”applicable agreement having ceased.

Assumed Contracts. If (a) At Closing, Buyer delivers a written notice shall assume all obligations of objection to any Assumed Contract prior to Seller under the expiration of the Due Diligence Period, then, to the extent a termination right in favor of the applicable Seller is provided for in such Assumed Contract, or if such Assumed Contract does not prohibit termination, the applicable Seller shall instruct its Property Manager to promptly following the expiration of the Due Diligence Period provide a notice of termination to the vendor thereunder with respect to each such Assumed Contract to which Buyer has timely objected seismic and elevator contracts described on Exhibit “B” attached hereto (collectively, the “Objectionable Assumed Contracts”); provided. Prior to Closing, however, that Seller shall observe and perform its obligations under the Assumed Contracts in all material respects insofar as may be necessary to avoid (i) Buyer may not object to any termination of the Cable Assumed Contracts, (ii) any material re-pricing of services or materials provided thereunder, or (iii) any unreasonable delay in the completion of the improvements contemplated thereby. At least two (2) business days prior to Closing, Seller shall submit to Buyer reasonable proof of payment of all amounts actually paid by Seller under the Assumed Contracts. The aggregate sum of such amounts less $901,007 shall be reimbursed by Buyer to Seller at Closing. (b) During the term of this Agreement, Seller shall: (i) promptly provide Buyer with copies of all (A) periodic written inspection reports prepared by Seller’s construction manager, (B) written minutes of periodic construction meetings between such construction manager and the other parties to the Assumed Contracts or any to the extent prepared by such other parties, (C) progress payment requests and related certifications received by Seller from such other parties in accordance with the terms of the Assumed Contract marked “must assume” on Schedules 3.1(l)-1 through 3.1(l)-5 Contracts and shall assume the same at Closing (D) all written notices delivered to Seller pursuant to the applicable Assignment terms of the Assumed Contracts; (ii) Seller shall obtain Buyer’s prior consent (not to be unreasonably withheld, conditioned or delayed) to any decisions under the Assumed Contracts involving change orders which would have no obligation to terminate the effect of (A) increasing the aggregate cost of the work under any particular Assumed Contract by more than $10,000 or (B) delaying completion of the work under any particular Assumed Contract by more than ten (10) days beyond the scheduled completion date under such Assumed Contract, which by its terms is not terminable or which cannot be terminated without payment of an express termination fee or penalty unless Buyer agrees in writing to pay such termination fee or penalty; (iii) if the termination provide Buyer with advance notice of any Objectionable Contract cannot be made effective upon the Closing Date (Seller not being obligated all regularly scheduled construction meetings and allow Buyer’s representatives to pay any money to accomplish participate in such termination), then such Objectionable Contract shall be assumed by Buyer at Closing pursuant to the applicable Assignment of Contracts (together with all Assumed Contracts with respect to the applicable Asset that do not constitute Objectionable Contracts) for the remaining period of such Assumed Contract until its effective date of termination, meetings; and (iv) Buyer shall be responsible for any termination fees payable with respect exercise commercially reasonable efforts to obtain such estoppel certificates from the other parties to the termination Assumed Contracts as Buyer may reasonably request, provided that receipt of any Objectionable Contracts. Notwithstanding such estoppel certificates shall in no event be deemed a condition to Buyer’s obligation to proceed to Closing in accordance with the foregoing, Buyer shall terms of this Agreement if same is not be required or entitled terminated pursuant to assume any Assumed Contract that, by its terms, may not be assigned to and assumed by Buyer without the consent of a third party, unless such third party’s written consent is actually obtained at or before the Closing. All Contracts that Buyer is required to assume hereunder are collectively referred to herein as the “Assumed Contracts”Section 3.6.