Common use of Assumption and Assignment of Contracts and Leases Clause in Contracts

Assumption and Assignment of Contracts and Leases. (a) Sellers shall assume and, to the extent assignable, assign the Material Contracts listed on Schedule 2.5(a) to Buyer, effective on and as of the Closing (collectively, the “Assumed Contracts”); provided, however, except for the Contracts set forth on Schedule 2.5(a)(i), Buyer may at any time prior to five (5) Business Days prior to the Sale Hearing, by written notice to Sellers, add or remove Material Contracts from Schedule 2.5(a); provided further, that Sellers shall not be required to assume and assign any (i) leases or other Contracts for Vehicles or other equipment used by any Comcar Subsidiaries or Affiliates, other than Sellers, or otherwise not Related to the Business, and (ii) Contracts pursuant to which any goods or services are provided to any Comcar Subsidiaries or Affiliates, other than Sellers, or otherwise not Related to the Business. (b) At the Closing, Sellers shall, pursuant to the Sale Order and the Xxxx of Sale and Assignment and Assumption Agreement, sell, and assume and assign to Buyer (the consideration for which is included in the Purchase Price), all Assumed Contracts that may be assigned by any such Seller to Buyer pursuant to Sections 363 and 365 of the Bankruptcy Code, as applicable, subject to provision by Buyer of adequate assurance as may be required under Section 365 of the Bankruptcy Code and payment by Buyer of the Cure Costs in accordance with Section 6.10 in respect of Assumed Contracts pursuant to and in accordance with Section 365 of the Bankruptcy Code, as applicable, and the Sale Order. At the Closing, Buyer shall assume, and thereafter in due course and in accordance with its respective terms (as may be amended) pay, fully satisfy, discharge and perform all of the obligations under each Assumed Contract that are Assumed Liabilities, pursuant to Section 365 of the Bankruptcy Code, as applicable.

Assumption and Assignment of Contracts and Leases. (a) Sellers shall assume and, to the extent assignable, assign the Material Contracts listed on Schedule 2.5(a) to Buyer, effective on and as of the Closing (collectively, the “Assumed Contracts”); provided, however, except for the Contracts set forth on Schedule 2.5(a)(i), Buyer may at any time prior to five fiveone (551) Business Days DaysDay prior to the Sale Hearing, by written notice to Sellers, add or remove Material Contracts from Schedule 2.5(a); provided further, that Sellers shall not be required to assume and assign any (i) leases or other Contracts for Vehicles or other equipment used by any Comcar Subsidiaries or Affiliates, other than Sellers, or otherwise not Related to the Business, and (ii) Contracts pursuant to which any goods or services are provided to any Comcar Subsidiaries or Affiliates, other than Sellers, or otherwise not Related to the Business. (b) At the Closing, Sellers shall, pursuant to the Sale Order and the Xxxx of Sale and Assignment and Assumption Agreement, sell, and assume and assign to Buyer (the consideration for which is included in the Purchase Price), all Assumed Contracts that may be assigned by any such Seller to Buyer pursuant to Sections 363 and 365 of the Bankruptcy Code, as applicable, subject to provision by Buyer of adequate assurance as may be required under Section 365 of the Bankruptcy Code and payment by Buyer of the Cure Costs in accordance with Section 6.10 6.9 in respect of Assumed Contracts pursuant to and in accordance with Section 365 of the Bankruptcy Code, as applicable, and the Sale Order; provided that, Buyer shall have the right to offset any such Cure Costs against the Purchase Price, except for Post-Execution Cure Costs. At the Closing, Buyer shall assume, and thereafter in due course and in accordance with its respective terms (as may be amended) pay, fully satisfy, discharge and perform all of the obligations under each Assumed Contract that are Assumed Liabilities, pursuant to Section 365 of the Bankruptcy Code, as applicable.

Assumption and Assignment of Contracts and Leases. (a) Sellers shall assume and, to the extent assignable, assign the Material Contracts listed on Schedule 2.5(a) to BuyerCTT or another Subsidiary of PSA designated by Buyer in writing to Sellers prior to Closing, effective on and as of the Closing (collectively, the “Assumed Contracts”); provided, however, except for the Assumed Contracts set forth on Schedule 2.5(a)(i), Buyer may at any time prior to five (5) Business Days prior to the Sale Hearing, by written notice to Sellers, add or remove Material Contracts from Schedule 2.5(a); provided further, that Sellers shall not be required to assume and assign any (i) leases or other Contracts for Vehicles vehicles or other equipment used by any Comcar Subsidiaries or Affiliates, other than Sellers, or otherwise not Related to the Business, and (ii) Contracts pursuant to which any goods or services are provided to any Comcar Subsidiaries or Affiliates, other than Sellers, or otherwise not Related to the Business; provided further that at any time prior to two (2) Business Days prior to the Closing, by written notice to Sellers, Buyer may remove any of the leases or other Contracts from Schedule 2.5(a) except for the Assumed Contracts set forth on Schedule 2.5(a)(i). Schedule 2.5(a) shall include Sellers’ proposed Cure Cost for each Assumed Contract. Until the Closing, Sellers shall continue to use commercially reasonable efforts to perform their obligations under the Assumed Contracts. (b) At the Closing, Sellers shall, pursuant to the Sale Order and the Xxxx of Sale and Assignment and Assumption Agreement, sell, and assume and assign to Buyer (the consideration for which is included in the Purchase Price), all Assumed Contracts that may be assigned by any such Seller to Buyer pursuant to Sections 363 and 365 of the Bankruptcy Code, as applicable, subject to provision by Buyer of adequate assurance as may be required under Section 365 of the Bankruptcy Code and payment by Buyer of the Cure Costs in accordance with Section 6.10 in respect of Assumed Contracts pursuant to and in accordance with Section 365 of the Bankruptcy Code, as applicable, and the Sale Order. At the Closing, Buyer shall assume, and thereafter in due course and in accordance with its respective terms (as may be amended) pay, fully satisfy, discharge and perform all of the obligations under each Assumed Contract that are Assumed Liabilities, pursuant to Section 365 of the Bankruptcy Code, as applicable.

Assumption and Assignment of Contracts and Leases. (a) Sellers shall assume and, to the extent assignable, assign the Material Contracts listed on Schedule 2.5(a) to BuyerBuyer (or another Subsidiary of Buyer designated by Buyer in writing to Sellers prior to Closing), effective on and as of the Closing (collectively, the “Assumed Contracts”); provided, however, except for the Assumed Contracts set forth on Schedule 2.5(a)(i), Buyer may at any time prior to five (5) Business Days prior to the Sale Hearing, by written notice to Sellers, add or remove Material Contracts from Schedule 2.5(a); provided further, that Sellers shall not be required to assume and assign any (i) leases or other Contracts for Vehicles or other equipment used by any Comcar Subsidiaries or Affiliates, other than Sellers, or otherwise not Related to the Business, and (ii) Contracts pursuant to which any goods or services are provided to any Comcar Subsidiaries or Affiliates, other than Sellers, or otherwise not Related to the Business; provided further that at any time prior to two (2) Business Days prior to the Closing, by written notice to Sellers, Buyer may remove any of the leases or other Contracts from Schedule 2.5(a) except for the Assumed Contracts set forth on Schedule 2.5(a)(i). Schedule 2.5(a) shall include Sellers’ proposed Cure Cost for each Assumed Contract. Until the Closing, Sellers shall continue to use commercially reasonable efforts to perform their obligations under the Assumed Contracts. (b) At the Closing, Sellers shall, pursuant to the Sale Order and the Xxxx of Sale and Assignment and Assumption Agreement, sell, and assume and assign to Buyer (the consideration for which is included in the Purchase Price), all Assumed Contracts that may be assigned by any such Seller to Buyer pursuant to Sections 363 and 365 of the Bankruptcy Code, as applicable, subject to provision by Buyer of adequate assurance as may be required under Section 365 of the Bankruptcy Code and payment by Buyer of the Cure Costs in accordance with Section 6.10 in respect of Assumed Contracts pursuant to and in accordance with Section 365 of the Bankruptcy Code, as applicable, and the Sale Order. At the Closing, Buyer shall assume, and thereafter in due course and in accordance with its respective terms (as may be amended) pay, fully satisfy, discharge and perform all of the obligations under each Assumed Contract that are Assumed Liabilities, pursuant to Section 365 of the Bankruptcy Code, as applicable.

Assumption and Assignment of Contracts and Leases. (a) Sellers shall assume andassign all Contracts (which, to for the extent assignableavoidance of doubt, assign shall include all purchase orders or other agreements contemplated or governed by any of the Material Contracts listed Contracts) and Leases of the Sellers listed on Schedule Section 2.5(a) of the Disclosure Schedules to Buyer, effective on and as of the Closing (collectivelysuch Contracts, the “Assumed Contracts”, and such Leases, the “Assumed Leases”); provided, however, except for the Contracts set forth on Schedule 2.5(a)(i)Buyer may, Buyer may in its sole and absolute discretion, at any time prior to five at least one (51) Business Days Day prior to the Sale HearingClosing, by written notice to Sellers, add or remove Material Assumed Contracts and Assumed Leases from Schedule Section 2.5(a); provided further, that Sellers shall not be required to assume and assign ) of the Disclosure Schedules. If any (i) leases or other Contracts for Vehicles or other equipment used by any Comcar Subsidiaries or Affiliates, other than Sellers, or otherwise not Related Contract is added to the Business, and (ii) Contracts list of Acquired Assets pursuant to which any goods the foregoing sentence, then the applicable Seller shall take such steps as are reasonably necessary to cause such Contract to be assigned to Buyer as promptly as possible at or services are provided to any Comcar Subsidiaries or Affiliates, other than Sellers, or otherwise not Related to following the BusinessClosing. (b) At the Closing, Sellers shall, pursuant to the Sale Order and Order, the Xxxx Bill of Sale and Assignment and Assumption Agreement, and the IP Assignment Agreement, sell, and assume and assign to Buyer (the consideration for which is included in the Purchase Price), all Assumed Contracts that may be assigned by any such Seller to Buyer and Assumed Leases pursuant to Sections sections 363 and 365 of the Bankruptcy Code, as applicable, subject to provision by Buyer of adequate assurance as may be required under Section 365 of the Bankruptcy Code and payment by Buyer of the Cure Costs in accordance with Section 6.10 in respect of Assumed Contracts pursuant to and in accordance with Section 365 of the Bankruptcy Code, as applicable, and the Sale Order. At the Closing, Buyer shall assume, and thereafter in due course and in accordance with its respective terms (as may be amended) pay, fully satisfy, discharge and perform when due all of the Cure Costs and obligations under each Assumed Contract and Assumed Lease that are Assumed LiabilitiesLiabilities in accordance with the terms thereof, pursuant to Section section 365 of the Bankruptcy Code, as applicable.