Assumption and Assignment of Executory Contracts Sample Clauses

Assumption and Assignment of Executory Contracts. Sellers shall provide timely and proper written notice of the motion seeking entry of the Sale Order, and, as applicable, the Canadian Sale Recognition Order, to all parties to any executory Contracts or unexpired leases to which any Seller is a party that are Assigned Contracts and take all other actions reasonably necessary to cause such Contracts to be assumed by Sellers and assigned to Purchaser or a Designated Purchaser pursuant to section 365 of the Bankruptcy Code, and, as applicable, the CCAA, to the extent that such Contracts are Assigned Contracts at Closing. The Sale Order shall provide that as of and conditioned on the occurrence of the Closing, the applicable Sellers shall assume and assign or cause to be assigned to Purchaser or a Designated Purchaser, as applicable, the Assigned Contracts, each of which shall be identified by the name or appropriate description and date of the Assigned Contract (if available), the other party to the Assigned Contract and the address of such party for notice purposes, all included in a notice filed with the Bankruptcy Court. Such notice shall also set forth Sellers’ good faith estimate of the amounts necessary to cure any defaults under each of the Assigned Contracts as determined by Sellers based on their books and records or as otherwise determined by the Bankruptcy Court. At the Closing, Sellers shall, pursuant to the Sale Order, and the Assignment and Assumption Agreement(s) assume and assign to Purchaser or Designated Purchaser (the consideration for which is included in the Purchase Price), all Assigned Contracts that may be assigned by any such Seller to Purchaser pursuant to sections 363 and 365 of the Bankruptcy Code and, as applicable, the CCAA. At the Closing, Purchaser or a Designated Purchaser shall (i) pay all Cure Costs and (ii) assume, and thereafter in due course and in accordance with its respective terms pay, fully satisfy, discharge and perform all of the obligations under each Assigned Contract pursuant to section 365 of the Bankruptcy Code and, as applicable, the CCAA.
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Assumption and Assignment of Executory Contracts. Bankruptcy is a jargon-heavy practice. The various terms of art tossed about by bankruptcy attorneys could fill a book.3 Luckily for franchisors and franchisees (and their attorneys, who may not regularly practice in bankruptcy court), under- standing the principal bankruptcy concepts at issue requires familiarity with only a handful of bankruptcy terms. The franchise agreement is known in bankruptcy as an executory contract. This simply means that when the bank- ruptcy case was filed, the party filing bankruptcy (i.e., the debtor) and the other party to the contract (in this case, the franchisor) each had material unperformed obligations under the contract. Section 365 of the Bankruptcy Code4 gives a debtor two options with respect to an executory contract— assumption or rejection. If the debtor chooses to reject the contract, the nondebtor counterparty will seek a claim for damages as a creditor in the bankruptcy case. If the contract is assumed, the debtor must cure all past defaults, meaning that it must immediately pay all past-due amounts. The debt- or must also provide the nondebtor party with “adequate assurance of future performance.”5 In order to assign an executory contract, the debtor must first assume it. A debtor may not assume only the portions of a contract that it finds favorable. Rather, the contract must be assumed “cum onere,” i.e., with all of the benefits and obliga- tions that existed prior to the bankruptcy filing.6 If a contract is not executory, it cannot be assumed by the debtor, in which case debtors cannot take advantage of the bankruptcy law provisions that potentially allow the debtor to assign the con- tract over the objection of the counterparty. Unfortunately for franchisors, however, challenging the executory nature of a franchise agreement is not a viable option. Given the mutu- al obligations inherent in a franchise relationship, franchise agreements are clearly executory.7 When seeking to assign an executory contract, the debtor typically files a single motion in the bankruptcy court to both assume and assign. Often, the proposed assignee agrees to make the cure payments. Moreover, the bankruptcy court looks at the characteristics of the proposed assignee, such as creditworthiness, in determining what assurances of future performance must be provided to the contract counterparty. Bankruptcy law changes what is and what is not enforceable under a contract. Bankruptcy Code § 365(f)(1)8 is a clear example. Section 365(f)(...
Sample 1
Assumption and Assignment of Executory Contracts. Pursuant to sections 365(b), (e) and (f) of the Bankruptcy Code, and subject to the 26 Purchase Agreement and this Sale Approval Order, the Debtor is authorized to assume, and assign to 27 Purchaser, the Executory Contracts. 28 - 18 - Case 2:11-bk-13454-PC Doc 344 Filed 07/01/11 Entered 07/01/11 12:05:09 Desc Main Document Page 19 of 35
Sample 1
Assumption and Assignment of Executory Contracts. Seller shall assume and assign to Buyer pursuant to section 365 of the Bankruptcy Code all of the prepetition executory contracts, and assign all the postpetition executory contracts, which are listed on Schedule 1.02 (collectively, the “Executory Contracts”). Buyer shall pay all cure claims required under section 365 of the Bankruptcy Code and any other costs associated with the assignment and assumption of the Executory Contracts. At any time prior to the Closing, Buyer may notify Seller in writing of its determination not to assume any of the Executory Contracts, although Xxxxx recognizes that the assumption and cure of executory contracts will be a relevant factor for the Trustee in determining the winning bid at the Auction.
Sample 1
Assumption and Assignment of Executory Contracts. Sellers shall provide timely and proper written notice of the motion seeking entry of the Sale Order to all parties to any executory Contracts to which any Seller is a party that are Assumed Contracts and take all other actions necessary to cause such Contracts to be assumed by Sellers and assigned to Buyer pursuant to Section 365 of the Bankruptcy Code, as applicable, to the extent that such Contracts are Assumed Contracts at the Final Bid Deadline (as defined in the Bidding Procedures). At the Closing, Sellers shall, pursuant to the Sale Order and the Assignment and Assumption Agreement, 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 or Sellers, as applicable, of the Cure Costs in accordance with and subject to the limits set forth in Section 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.
Sample 1
Assumption and Assignment of Executory Contracts. To the maximum extent permitted by the Bankruptcy Code, the Assumed Contracts shall be assumed by Seller and assigned to Buyer at the Closing pursuant to Section 365 of the Bankruptcy Code. Buyer shall have sole responsibility for paying any Cure Costs due in connection with the assumption and assignment of the Assumed Contracts to the extent set forth in Section 1.1(c)(iii). At Seller’s reasonable written request, Buyer shall cooperate with Seller to provide “adequate assurance” of Buyer’s future performance under the Assumed Contracts.
Sample 1

Related to Assumption and Assignment of Executory Contracts

  • Subcontracts and Assignment Contractor shall not subcontract, assign, delegate, or transfer any of its duties, rights, or interests under this Contract without the prior written consent of District. District may withhold such consent for any or no reason. If District consents to an assignment or subcontract, then in addition to any other provisions of this Contract, Contractor shall require any permitted subcontractor to be bound by all the terms and conditions of this Contract that would otherwise bind Contractor. The parties agree that any such subcontracts shall be construed as matters solely between the Contractor and its subcontractor and shall have no binding effect on District.

  • 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).

  • 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.

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