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 reasonably satisfactory to Purchaser.
Assumption and Assignment of Contracts. Pursuant to sections 105(a), 363, and 365 of the Bankruptcy Code and subject to and conditioned upon the Closing, the Selling Debtors’ sale, assumption and assignment to the Purchaser of the Assigned Contracts is approved, and the requirements of section 365(b)(1) of the Bankruptcy Code with respect thereto are deemed satisfied. In addition, the Assumption and Assignment Procedures are reasonable and approved in their entirety.
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 (other than Sellers’ insurance policies, confidentiality agreements, employment agreements, offer letters, severance agreements and consulting agreements), and within twofive 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.
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.
Assumption and Assignment of Contracts. (a) Schedule 2.6(a) is a list of all material Contracts of the Sellers that are capable of assumption and assignment pursuant to Section 365 of the Bankruptcy Code (the “Assignable Contracts”). At the Sale Hearing (notice of which shall be properly and timely served on all non-Sellers counterparties to Assignable Contracts by the Sellers), the Sellers shall seek authority to assume and assign to the Buyer those Assignable Contracts that are, or that become (pursuant to the procedures set forth in Section 2.6(f) below), Assumed Contracts.
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.
Assumption and Assignment of Contracts. (a) The Sale Order shall provide for the assumption by the Domestic Selling Entities, and the Sale Order shall, to the extent permitted by Law, provide for the assignment by the Domestic Selling Entities to the Buyer and/or one or more Buyer Designees, of the Assumed Domestic Agreements and the Assumed Domestic Real Property Leases on the terms and conditions set forth in the remainder of this Section 2.5, and shall provide for the Designation Deadline as defined herein. At the Buyer’s request, and at the Buyer’s cost and expense, the Selling Entities shall cooperate with the Buyer as reasonably requested by the Buyer (i) to allow the Buyer to enter into an amendment with any Domestic Real Property Lease upon assumption of such Domestic Real Property Lease by the Buyer or a Buyer Designee, and shall cooperate with the Buyer to the extent reasonably requested with the Buyer in negotiations with the landlords thereof, or (ii) to otherwise amend any Domestic Real Property Lease to the extent such amendments would not adversely affect any of the Selling Entities; provided that the Selling Entities shall not be required to enter into any such amendment if such amendment would result in an assumption by any Selling Entity of such Domestic Real Property Lease, unless such Domestic Real Property Lease will be assigned to the Buyer or a Buyer Designee at the time of such assumption.
Assumption and Assignment of Contracts. (a) The Sale Order shall provide for the assumption by Sellers, and the assignment to the extent legally capable of being assigned by Sellers to Buyer, of the Assumed Contracts on the terms and conditions set forth in the remainder of this Section 2.6, and shall provide for the Designation Deadline as defined herein. At Buyer’s request, and at Buyer’s cost and expense, Sellers shall reasonably cooperate from the date hereof forward with Buyer as reasonably requested by Buyer (i) to allow Buyer to enter into an amendment of any Lease upon assumption of such Lease by Buyer (and Sellers shall reasonably cooperate with Buyer to the extent reasonably requested with Buyer in negotiations with the landlords thereof), or (ii) to otherwise amend any Lease to the extent such amendments would not adversely affect any Seller; provided that Sellers shall not be required to enter into any such amendment if such amendment would result in an assumption by any Seller of such Lease, unless such Lease will be assigned to Buyer at the time of such assumption.
Assumption and Assignment of Contracts. 7 Section 1.6 Non-Assignment of Assets 10 Section 1.7 Wrong Pocket 10 Section 1.8 Further Conveyances and Assurances 11 Section 1.9 Buyer Designees 11 Section 1.10 Swisstech 11 ARTICLE II CONSIDERATION; CLOSING 12 Section 2.1 Consideration 12 Section 2.2 Purchase Price Adjustment 13 Section 2.3 Closing 15 Section 2.4 Closing Deliveries by Buyer 15 Section 2.5 Closing Deliveries by Sellers 16 Section 2.6 Withholding 17 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLERS 17
Assumption and Assignment of Contracts. (a) Sellers shall assign to Buyer or any Buyer Designee, and Buyer or any such Buyer Designee shall assume, the Closing Assumed Contracts at the Closing pursuant to the Sale Order. Buyer shall provide adequate assurance of any future performance in connection with the assignment and assumption of the Closing Assumed Contracts at Closing or the effective date of such assignment and assumption of an Additional Assumed Contract; provided, that all Cure Costs shall be the obligation, liability and responsibility of the Sellers.
