Assumed Service Contracts. Seller is not in default under, and Seller has received no notice that any event has occurred which with the giving of notice or the passage of time, or both, would constitute a default under any Assumed Service Contract or other Contract that will bind Buyer as of the Closing. There are no delinquent amounts due and owing under any Assumed Service Contract or other Contract that will bind Buyer as of the Closing.
Assumed Service Contracts. Those Service Contracts which Seller did not timely elect to terminate as of the Closing, and which Buyer desires to assume, pursuant to Section 4(g).
Assumed Service Contracts. On or prior to the expiration of the Due Diligence Period, Purchaser shall deliver a written list to Seller identifying the Service Contracts, if any, that Purchaser desires to assume at Closing, if any (the “Assumed Service Contracts”).
Assumed Service Contracts. Buyer shall have until the Contingency Date to either elect to assume any or all of the Service Contracts, or to notify Seller in writing of any Service Contracts that Buyer desires be terminated on or before the Closing (but expressly excluding any laundry lease, which shall be assumed by Buyer at Closing), and which, by their express terms, may be terminated (the "Disapproved Contracts"); provided, however, in no event shall Seller be required to terminate any laundry lease or any Service Contracts which by their terms are not terminable or are otherwise not terminable without payment by Seller of a penalty, charge or premium (unless Buyer elects to pay such penalty, charge or premium at Closing) ("Non-Terminable Contracts”). Seller shall provide written notice of termination to those applicable third parties with respect to such Disapproved Contracts on or before the Closing, but the actual termination of the same shall not be a condition to Closing. Those Service Contracts not expressly disapproved by Buyer and the Non-Terminable Contracts (collectively, the "Approved Contracts") shall be assigned by Seller to, and assumed by, Buyer at the Closing pursuant to the Assignment of Contracts and Xxxx of Sale attached as Exhibit C hereto.
Assumed Service Contracts. Pursuant to Section 7.2(e) of the Agreement, all Assumed Service Contracts shall be assigned to and assumed by Subtenant Assignee. The indemnification of Buyer specified in Section 4.1 of the Agreement relating to Assumed Service Contracts shall be the sole responsibility of Subtenant Assignee, and Assignee shall have no obligation or liability with respect thereto.
Assumed Service Contracts. Schedule 2.7 sets forth the Service Contracts for which Buyers will assume the obligations arising from and after the Closing Date (the “Assumed Service Contracts”). Any payments or penalties incurred in connection with the termination of any Service Contract, other than the Assumed Service Contracts, shall be borne by Sellers. Sellers shall be solely responsible for terminating all Service Contracts, except for Assumed Service Contracts, affecting each Property. All labor, service, supply, insurance, brokerage, leasing and maintenance contracts relating to the Improvements or the Real Property which are not Assumed Service Contracts shall be terminated, and Sellers shall be responsible for all costs and expenses thereunder (including any charges that accrue under any such Service Contracts with respect to any period of time after the Closing), and Sellers shall indemnify and hold harmless Buyers and their Affiliates from and against any and all claims and Losses of whatever kind, type or nature made by any counterparty to such contracts. Sellers’ obligations under this Section 2.7 shall survive the Closing.
Assumed Service Contracts. 1.2 Allocation of Purchase Price
Assumed Service Contracts. Seller’s current service contracts with respect to the Real Property are listed on Exhibit I attached hereto and incorporated herein by this reference. Seller shall provide true and correct copies of all such service contracts as part of the Property Information. Prior to the expiration of the Feasibility Period, Buyer shall provide written notice to Seller of any such service contracts Buyer desires to assume, provided that Buyer shall be required to assumed the Non-Terminable Contracts (defined below) the assumed service contracts and the Non-Terminable Contracts are collectively, the “Assumed Service Contracts”. All service contracts (other than the Non-Terminable Contracts) that Buyer has not elected to assume are deemed disapproved. Buyer shall assume only the Assumed Contracts, and Seller shall be responsible for termination of all other service contracts. The term “Non-Terminable Contracts” means those service contracts that, by their terms, cannot be terminated by Seller on thirty (30) days’ prior written notice or without the payment of a penalty, termination fee, or other charge that is greater than one month's payment for services under such service contract. The Non-Terminable Contracts are those contracts identified as “Non-Terminable Contracts” on Exhibit I. The cost associated with such Assumed Service Contracts shall be prorated as of the Close of Escrow on an accrual basis. Seller shall pay all such expenses that accrue prior to the Closing Date and Buyer shall pay all such expenses accruing on the date of the Closing and thereafter.
Assumed Service Contracts. Set forth on Exhibit B is a list of all material vendor, lease, service and other Contracts to which third-party vendors provide goods or services to the Facilities and to which Seller is a party (the “Service Contracts”). Notwithstanding the preceding sentence, the term “Service Contracts” shall expressly exclude all Contracts entered into by ADK pursuant to which third-party vendors provide goods or services to the Facilities including, without limitation, ADK’s participation agreement with Forum Purchasing, LLC and the right to purchase goods and services thereunder. During the Study Period, Seller shall make available to Buyer at the Facilities copies or originals of all such Service Contracts. At or prior to the end of the Study Period, Buyer shall notify Seller which of the Service Contracts it desires Seller to assign to Buyer, and, unless any such Service Contracts shall have expired or been terminated by Seller for cause prior to the Closing, Seller shall assign all of its rights in such Service Contracts to Buyer effective as of the Closing Date. After the end of the Study Period, Seller shall not terminate any such Service Contracts without the consent of Buyer. If, as a condition to the assignment of any of the Service Contracts so designated by Buyer, it shall be necessary to cure any defaults thereunder, then, as a condition to such assignment, Seller may either perform such acts and/or pay such sums (if any) as shall be required to cure any such default. If Buyer desires a Service Contract to be assigned and Seller does not cure a default with respect thereto, such Service Contract shall not be assigned to Buyer. To the extent that any Consent is needed to assign any of the Service Contracts to Buyer, Seller shall use its reasonable efforts to obtain such Consent at its cost. If such Consent has not been obtained on or prior to the Closing Date and the Closing occurs, this Agreement shall not constitute an assignment or attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof and no Obligations under such Service Contract shall be assumed by Buyer. If any Consent shall not be obtained on or prior to the Closing Date and the Closing occurs: (a) Seller shall use its reasonable efforts to obtain such Consent as promptly as practicable thereafter, and (b) if, in the reasonable judgment of Seller, such Consent cannot be obtained, such Service Contract shall not be assigned to Buyer. The Service Con...
Assumed Service Contracts. Fees and charges under the Assumed Service Contracts, licenses and permits as are being assigned to and assumed by Purchaser at the Closing, shall be prorated on the basis of the periods to which such fees and charges under said Assumed Service Contracts, licenses and permits relate (including all prepaid fees for services). Purchaser shall not be entitled to any share of any payments, upfront fees or prepaid income generated from and by any service or license agreements assumed, including, but not limited to, cable and laundry agreements.
