Assumption and Assignment of Contracts Sample Clauses

Assumption and Assignment of Contracts. (a) Promptly, but in any event within 20 days from the Effective Date, Sellers shall deliver to Purchaser (i) a true and complete list of all material Contracts used in the Business to which a Seller is a party, and within two (other than Sellers’ insurance policies, confidentiality agreements, employment agreements, offer letters, severance agreements and consulting agreements), and within five Business Days of Purchaser’s request, Sellers shall make available a true and copy of any such Contract, and (ii) Schedule 2.7(a), which schedule shall contain, with respect to each Contract, Sellers’ good-faith best estimate, as certified by the Chief Executive Officer or Chief Financial Officer of Sellers, of the amount of Cure Costs with respect to each such Contract; provided, however, that, from and after the date of delivery of Schedule 2.7(a) hereunder until 30 days from the Effective Date, Sellers may provide updates or supplements to Schedule 2.7(a) to include revised Cure Costs with respect to any Contract set forth therein, which updates shall amend Schedule 2.7(a) for all purposes hereof. (b) Notwithstanding anything in this Agreement to the contrary, Purchaser may, from time to time and in its sole and absolute discretion, amend or revise Schedule 2.7(a) in order to add or eliminate any Contract to or from such Schedule up to one Business Day prior to the Qualified Bid Deadline. Automatically upon the addition of any Contract to Schedule 2.7(a) by Purchaser in accordance with the previous sentence, but subject to Purchaser’s right to remove any such Contract pursuant to this Section 2.7(b), such Contract shall be a Purchased Contract for all purposes of this Agreement. Automatically upon the deletion of any Contract from Schedule 2.7(a) by Purchaser in accordance with the first sentence of this Section 2.7(b), such Contract shall be an Excluded Asset for all purposes of this Agreement, and no Liabilities arising thereunder or relating thereto shall be assumed by Purchaser or be the obligation, liability or responsibility of Purchaser. If any Contract is added to the list of Purchased Contracts in accordance with this Section 2.7(b), then Sellers shall take such steps as are reasonably necessary (other than payment of any Cure Costs) to cause such Contract to be assumed and assigned to Purchaser as promptly as possible at or following the Closing. (c) The Sale Order shall provide for the assumption by Sellers, and the assignment to the extent legally ca...
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Assumption and Assignment of Contracts. Subject to Section 2.5, the Assigned Contracts designated hereunder as Assigned Contracts shall be so assumed and assigned to Purchaser by order of the Bankruptcy Court.
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Assumption and Assignment of Contracts. Pursuant to Sections 105(a) and 365 of the Bankruptcy Code, and subject to and conditioned upon the closing of the Sale, the Debtor’s assumption and assignment to the Purchaser, and the Purchaser’s assumption on the terms set forth in the Purchase Agreement, of the Contracts is hereby approved, and the requirements of Section 365(b)(1) of the Bankruptcy Code with respect thereto are hereby deemed satisfied.
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Assumption and Assignment of Contracts. On or before the Effective Date of the Plan, ESI will assume and assign the G&A Expense Reimbursement Agreement, dated as of May 11, 2004, between Extended Stay, Inc. and Homestead Village Management, LLC, as amended by: (1) First Amendment to G&A Expense Reimbursement Agreement, dated as of October 8, 2004, between Extended Stay Inc. and Homestead Village Management, LLC; and (2) Second Amendment to G&A Expense Reimbursement Agreement, dated as of May 11, 2005, between Extended Stay Inc. and HVM L.L.C., f/k/a Homestead Village Management, LLC and the Services Agreement, dated as of January 1, 2006, between Extended Stay, Inc. and HVM L.L.C., to the Debtors that are borrowers under the Mortgage Facility or NewCo pursuant to sections 365(a) and (f) of the Bankruptcy Code.
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Assumption and Assignment of Contracts. Upon the Effective Date and thereafter, but prior to any rejection of any Contract either by the Trustee or by operation of law, the Trustee agrees to, at the option of and at the request of Titan, to voluntarily seek assumption and assignment to Titan or its designee or, at Titan’s request, seek an extension of the period in which to assume, in each case upon Titan’s payment of any resulting administrative liability to the Estates, of any and all contracts, agreements, executory contracts or unexpired leases, including but not limited to those contracts identified on SureBeam’s schedules, which are property of the Estates (the “Contracts”) pursuant to section 365 of the Bankruptcy Code, it being understood that notwithstanding anything to the contrary herein, Titan has the right at its sole and absolute discretion to elect at any time which Contracts as to which assumption and assignment to Titan or its designee shall be sought, and absent such election, Titan will have no liability whatsoever under such Contracts, (except as may exist independent of assumption and assignment, such liabilities as Titan has contractually assumed pre-petition, and any liability as provided elsewhere in this Agreement). The Trustee agrees to provide Titan with access to and information about any such Contracts and to promptly file such pleadings as may be appropriate in the Bankruptcy Court in a form and manner reasonably acceptable to Titan. In the event Titan requests the Trustee assume and assign any Contract, or seek any extension to do so, Titan will pay any and all costs necessary to effect the assumption and assignment to Titan or extension and any administrative liability incurred with respect to doing so. The Parties acknowledge and understand that any such Contracts not assumed or for which the time period to assume is not extended, or which is not otherwise rejected, will be deemed rejected on March 19, 2004 as a matter of law.
Sample 1

Related to Assumption and Assignment of Contracts

  • Assignment of Contracts GSAM agrees to assign (or cause to be assigned) to GSRP or OpCo without recourse, representation or warranty (except as expressly set forth in this Agreement), all of GSAM’s or such Affiliate’s right, title and interest in and to, and GSRP agrees to assume, or cause OpCo to agree to assume, the obligations of GSAM or such Affiliate’s obligations under, each of the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period prior to the Closing. GSRP shall be responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case of any Assigned Contract that prior to the Closing was for the benefit of the GSRP Entities, from and after the Closing GSRP shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities, related to or arising from such Assigned Contract, to the extent GSRP is required to do so under the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined in the OpCo LLC Agreement) that were incurred prior to the Closing.

  • Succession and Assignment This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party.

  • CESSION AND ASSIGNMENT The Service Provider shall not cede, assign, abandon or transfer any of its rights and/or obligations in terms of this Agreement (whether in part or in whole) or delegate any of its obligations in terms of this Agreement, without the prior written consent of the Fund.

  • Assignment and Assumption of Contracts (a) Seller hereby sells, assigns, transfers and conveys to Purchaser all of Seller’s right, title and interest in, to and under those service, supply and similar agreements set forth on Exhibit C, attached hereto and made a part hereof (the “Contracts”). (b) Purchaser hereby assumes all of the covenants, agreements, conditions and other terms and provisions stated in the Contracts which, under the terms of the Contracts, are to be performed, observed, and complied with by the property owner from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable under the Contracts for obligations arising or accruing from and after the date hereof, including with respect to any and all payments coming due under the Contracts for which Purchaser has received a credit or payment on the closing statement executed by Purchaser and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations to be performed by Seller under the Contracts which were required to be performed prior to (but not from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Seller by reason of the failure of Purchaser to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period from and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the failure of Seller to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period prior to the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments, arising before the date hereof (to the extent such Credited Payments were not paid or assigned to Purchaser or for which Purchaser did not receive a credit or payment at Closing).

  • Sale and Assignment On the terms and conditions set forth herein, effective on and as of the Assignment Date, the Assignor hereby sells, assigns and transfers to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, all of the right, title and interest of the Assignor in and to, and all of the obligations of the Assignor in respect of, the Assigned Interest. Such sale, assignment and transfer is without recourse and, except as expressly provided in this Agreement, without representation or warranty.

  • Sale and Assignment of Master Servicing The Master Servicer may sell and assign its rights and delegate its duties and obligations in its entirety as Master Servicer under this Agreement and EMC may terminate the Master Servicer without cause and select a new Master Servicer; provided, however, that: (i) the purchaser or transferee accepting such assignment and delegation (a) shall be a Person which shall be qualified to service mortgage loans for Fannie Mae or Freddxx Xxx; (x) shxxx xxxe a net worth of not less than $10,000,000 (unless otherwise approved by each Rating Agency pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced in a writing signed by the Trustee); and (d) shall execute and deliver to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by it as master servicer under this Agreement, any custodial agreement from and after the effective date of such agreement; (ii) each Rating Agency shall be given prior written notice of the identity of the proposed successor to the Master Servicer and each Rating Agency's rating of the Certificates in effect immediately prior to such assignment, sale and delegation will not be downgraded, qualified or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to such effect delivered to the Master Servicer and the Trustee; (iii) the Master Servicer assigning and selling the master servicing shall deliver to the Trustee an Officer's Certificate and an Opinion of Independent Counsel, each stating that all conditions precedent to such action under this Agreement have been completed and such action is permitted by and complies with the terms of this Agreement; and (iv) in the event the Master Servicer is terminated without cause by EMC, EMC shall pay the terminated Master Servicer a termination fee equal to 0.25% of the aggregate Scheduled Principal Balance of the Mortgage Loans at the time the master servicing of the Mortgage Loans is transferred to the successor Master Servicer. No such assignment or delegation shall affect any liability of the Master Servicer arising prior to the effective date thereof.

  • Assignment of Contract A. Unless expressly agreed to elsewhere in the Contract, no assignment by a party hereto of any rights under or interests in the Contract will be binding on another party hereto without the written consent of the party sought to be bound; and, specifically but without limitation, money that may become due and money that is due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents.

  • Delegation and Assignment 21 In the performance of this Agreement, CONTRACTOR may neither 22 delegate its duties or obligations nor assign its rights, either in whole or 23 in part, without the prior written consent of COUNTY. Any attempted 24 delegation or assignment without prior written consent shall be void. The

  • SUBCONTRACTS and ASSIGNMENTS Except as may be set forth in the Special Provisions, the Contractor agrees not to subcontract, assign, transfer, convey, sublet or otherwise dispose of this Agreement or any right, title, obligation or interest it may have therein to any third party without prior written approval of H-GAC. The Contractor acknowledges that H-GAC is not liable to any subcontractor or assignee of the Contractor. The Contractor shall ensure that the performance rendered under all subcontracts shall result in compliance with all the terms and provisions of this Agreement as if the performance rendered was rendered by the Contractor. Contractor shall give all required notices, and comply with all laws and regulations applicable to furnishing and performance of the work. Except where otherwise expressly required by applicable law or regulation, H-GAC shall not be responsible for monitoring Contractor's compliance, or that of Contractor’s subcontractors, with any laws or regulations.

  • Assumption Agreements In the event that any assumption agreement or substitution of liability agreement is entered into with respect to any Mortgage Loan subject to this Agreement in accordance with the terms and provisions of the Pooling and Servicing Agreement, the Master Servicer shall notify the Custodian that such assumption or substitution agreement has been completed by forwarding to the Custodian the original of such assumption or substitution agreement, which copy shall be added to the related Custodial File and, for all purposes, shall be considered a part of such Custodial File to the same extent as all other documents and instruments constituting parts thereof.

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