Assumed Operating Contracts Clause Samples

Assumed Operating Contracts. Set forth on Schedule 1.9 are all written contracts and vendor arrangements related to the Facility (the “Operating Contracts”). Existing Operator shall also provide or make available to New Operator true and correct copies of all Operating Contracts, to the extent that such Operating Contracts do not cover any other facility besides the Facility and are not governed by confidentiality provisions that would prevent sharing with New Operator. At least forty- five days in advance of Closing provided that New Operator has been provided with copies of each of the Operating Contracts, New Operator shall inform Existing Operator of any Operating Contract which New Operator elects to assume at Closing, subject to any required consents from the other contracting party which each party hereto shall use commercially reasonable efforts to obtain. For those Operating Contracts New Operator elect to assume, Existing Operator shall provide commercially reasonable cooperation to New Operator in connection with the assignment and assumption of such Operating Contracts by New Operator. From and after the Closing, New Operator shall assume and undertake to perform, and shall indemnify and hold harmless Existing Operator against, any and all obligations to vendors arising after the Closing under the Operating Contracts assumed by New Operator. Subject to the terms of Article IX, Existing Operator shall remain solely responsible for, and shall indemnify and hold harmless New Operator against, any and all obligations under the assigned and assumed Operating Contracts related to periods prior to the Closing and shall be solely responsible for all Operating Contracts not assigned and assumed hereunder, including, but not limited to, any multi-facility contracts.