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

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 Assigned Contracts and take all other actions reasonably necessary to cause such Contracts to be assumed by Sellers and assigned to Purchaser pursuant to section 365 of the Bankruptcy Code 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, Sellers shall assign or cause to be assigned to 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 on an exhibit attached to either a notice filed in connection with the motion for approval of the Sale Order or a separate motion for authority to assume and assign such Assigned Contracts. Such exhibit 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 Sellers’ books and records or as otherwise determined by the Bankruptcy Court. Schedule 1.5(a) sets forth Sellers’ good faith estimate, as of the date hereof, of the amounts necessary to cure any such defaults. At the Closing, Sellers shall, pursuant to the Sale Order and the Assignment and Assumption Agreement(s), assume and assign to 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, subject to adjustment pursuant to Section 1.5(b). At the Closing, Purchaser shall (i) pay all Cure Costs and (ii) assume each Assigned Contract pursuant to section 365 of the Bankruptcy Code.

Assumption and Assignment of Executory Contracts. Sellers shall provide timely and proper written notice of the motion seeking entry of the Sale Order 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 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 on an exhibit attached to either in a notice filed in connection with the motion for approval of the Sale Order or a separate motion for authority to assume and assign such Assigned ContractsBankruptcy Court. Such exhibit 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 Sellers’ their books and records or as otherwise determined by the Bankruptcy Court. Schedule 1.5(a) sets forth Sellers’ good faith estimate, as of the date hereof, of the amounts necessary to cure any such defaults. At the Closing, Sellers shall, pursuant to the Sale Order 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 CodeCode and, subject to adjustment pursuant to Section 1.5(b)as applicable, the CCAA. At the Closing, Purchaser or a Designated Purchaser shall (i) pay all Cure Costs and (ii) assume 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 CodeCode and, as applicable, the CCAA.

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 or unexpired Leases to which any Seller is a party that are Assigned Contracts or an Acquired Lease and take all other actions reasonably necessary to cause such Contracts to be assumed by Sellers and assigned to Purchaser pursuant to section 365 of the Bankruptcy Code to the extent that such Contracts are Assigned Contracts or an Acquired Lease 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, as applicable, the Assigned ContractsContracts and any Acquired Lease, each of which shall be identified by the name or appropriate description and date of the Assigned Contract and any Acquired Lease (if available), the other party to the Assigned Contract Contract, and any Acquired Lease, and the address of such party for notice purposes, all included on an exhibit attached to either in a notice filed in connection with the motion for approval of the Sale Order or a separate motion for authority to assume and assign such Assigned ContractsBankruptcy Court. Such exhibit notice shall also set forth Sellers’ good faith estimate of the amounts necessary to cure any defaults under each of the Assigned Contracts and any Acquired Lease as determined by Sellers based on Sellers’ their books and records or as otherwise determined by the Bankruptcy Court. Schedule 1.5(a) sets forth Sellers’ good faith estimate, as of the date hereof, of the amounts necessary to cure any such defaults. At the Closing, Sellers shall, pursuant to the Sale Order Order, and the Assignment and Assumption Agreement(s), ) assume and assign to Purchaser (the consideration for which is included in the Purchase Price), all Assigned Contracts and any Acquired Lease that may be assigned by any such Seller to Purchaser pursuant to sections 363 and 365 of the Bankruptcy Code, subject to adjustment pursuant to Section 1.5(b). At the Closing, Purchaser shall (i) Purchasers shall pay all Assumed Cure Costs and Sellers shall pay all Excluded Cure Costs, and (ii) assume Purchaser shall 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 and any Acquired Lease pursuant to section 365 of the Bankruptcy Code. On the date hereof, Sellers shall set forth on Schedule 3.6(a) their good faith estimate of the Cure Costs of each executory Assigned Contract, Material Contract, and unexpired Lease, including the Acquired Lease.

Assumption and Assignment of Executory Contracts. Section 1.2(a) of the Disclosure Schedule sets forth a list of all executory Contracts (including all Leases with respect to Leased Real Property) to which, to the Knowledge of Sellers, one or more Sellers are party or to which any of their assets are bound and which relate to, are used in or are held for use in connection with the Business. From time to time as requested by Buyer, and no later than three days prior to the Closing, Sellers shall update Section 1.2(a) of the Disclosure Schedule. 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 or unexpired leases that are Assigned Assumed Contracts and take all other actions reasonably necessary or otherwise required to cause such Contracts to be assumed by Sellers and assigned to Purchaser Buyer or any other Person designated by Buyer pursuant to section Section 365 of the Bankruptcy Code to the extent that such Contracts are Assigned Assumed Contracts at Closingas of the Closing (including (x) serving on all non-Seller counterparties to all of their Contracts a notice specifically stating that Sellers are or may be seeking the assumption and assignment of such Contract(s) and of the deadline for objecting to the Cure Costs or any other aspect of the proposed assumption and assignment of their Contracts to Buyer and (y) taking, as promptly as practicable, all other actions reasonably requested by Buyer to facilitate any negotiations with the counterparties to such Assumed Contracts and to obtain an order, including a finding that the proposed assumption and assignment of the Assumed Contracts to Buyer satisfies all applicable requirements of Section 365 of the Bankruptcy Code). The Sale Order shall provide that as of and conditioned on the occurrence of the Closing, Sellers shall assign or cause to be assigned to PurchaserBuyer or a Person designated by Buyer, as applicable, the Assigned Assumed Contracts, each of which shall be identified by the name or appropriate description and date of the Assigned Assumed Contract (if available), the other party to the Assigned Assumed Contract and the address of such party for notice purposes, all included on an exhibit attached to either a notice filed in connection with the motion for approval of the Sale Order or a separate motion for authority to assume and assign such Assigned Assumed Contracts. Such exhibit shall also set forth Sellers’ good faith estimate of the amounts necessary to cure any defaults under each of the Assigned Assumed Contracts as determined by Sellers based on Sellers’ books and records or as otherwise determined by the Bankruptcy Court. Schedule 1.5(a) sets forth Sellers’ good faith estimate, as of the date hereof, of the amounts necessary to cure any such defaults. At the ClosingClosing and subject to the last paragraph of Section 1.1(a) and Section 1.2(b), Sellers shall, pursuant to the Sale Order and (and, if applicable, the Assignment and Assumption Agreement(sXxxx of Sale(s)), assume and assign to Purchaser Buyer or a Person designated by Buyer (the consideration for which is included in the Purchase PriceConsideration), all Assigned Assumed Contracts that may be assigned by any such Seller to Purchaser Buyer or a Person designated by Buyer pursuant to sections Sections 363 and 365 of the Bankruptcy Code. Not less than two and not more than five Business Days prior to the Closing, subject Sellers shall deliver to adjustment pursuant Buyer a certificate containing documentary evidence from each payee to Section 1.5(bwhich Cure Costs are payable wire instructions with respect to the payment of such applicable Cure Costs ordered by the Bankruptcy Court, together with a detailed listing of all Customer Deferred Revenue as of immediately prior to the Closing, in each case, certified by the Chief Executive Officer of Enjoy (collectively, the “Cure Cost and Deferred Revenue Certificate”). At the Closing, Purchaser shall (i) Sellers shall pay all Cure Costs from the Closing Cash Consideration pursuant to Section 4.1 and (ii) Buyer shall, assume or cause to be assumed, and thereafter in due course and in accordance with its respective terms pay, fully satisfy, discharge and perform (or cause to be fully satisfied, discharged and performed) all of the obligations (other than any Excluded Liabilities) that are Assumed Liabilities under each Assigned Assumed Contract pursuant to section Section 365 of the Bankruptcy CodeCode and the Xxxx of Sale(s), as applicable.

Assumption and Assignment of Executory Contracts. Sellers Seller shall provide timely and proper written notice of the motion seeking entry of the Sale 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 provide Seller with the ability to assign any Designated Contracts to be assumed by Sellers and assigned to Purchaser at Closing pursuant to section 365 of the Bankruptcy Code to the extent that such Contracts are Assigned Contracts at ClosingCode. The Sale Order shall provide that as of and conditioned on the occurrence of the Closing, Sellers Seller shall assign or cause to be assigned to Purchaser, as applicable, all of the Contracts on the final list of Designated Contracts (all such Designated Contracts that are assigned to Purchaser at Closing or following the Closing Date pursuant to Section 1.5, the “Assigned Contracts, each of which ”). Seller 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 on an exhibit attached to either prepare a notice filed to be approved in connection with the motion for approval of the Sale Order or a separate motion for authority and that will be served on Contract counterparties which will identify with particularity all the Contracts that might be assumed and assigned to assume Purchaser and assign such Assigned Contracts. Such exhibit shall that also set sets forth Sellers’ Seller’s good faith estimate of the amounts necessary to cure any defaults under each of the Assigned Contracts such Contract as determined by Sellers Seller based on Sellers’ Seller’s books and records records. The notice shall provide a process for contract counterparties to object to assumption and assignment and / or the proposed cure amounts as otherwise determined by the Bankruptcy Court. Schedule 1.5(a) sets forth Sellers’ good faith estimate, as part of the date hereof, of the amounts necessary to cure any such defaultssale process. At the Closing, Sellers Seller shall, pursuant to the Sale Order and the Assignment and Assumption Agreement(s), assume and assign to Purchaser (the consideration for which is included in the Purchase Price)Purchaser, all Assigned Contracts that may be assigned by any such Seller to Purchaser pursuant to sections 363 and 365 Contracts. At the Closing: (i) cure costs (as contemplated in Section 365(b) of the Bankruptcy Code, subject to adjustment pursuant to Section 1.5(b). At the Closing“Cure Costs”) will be paid by Purchaser, Purchaser provided, however, for Assigned Contracts where the contract counterparty is a Critical Vendor, Seller shall (i) pay all the Cure Costs in an amount not to exceed the lesser of (x) the Seller-Responsible Cure Amounts and (y) $500,000 minus the Open Post-Petition Liabilities and (ii) assume Purchaser shall assume, and thereafter in due course and in accordance with its respective terms pay, fully satisfy, discharge and perform all of the post-Closing obligations under each Assigned Contract pursuant to section 365 of the Bankruptcy Code.

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 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 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 on an exhibit attached to either in a notice filed in connection with the motion for approval of the Sale Order or a separate motion for authority to assume and assign such Assigned ContractsBankruptcy Court. Such exhibit 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 Sellers’ their books and records or as otherwise determined by the Bankruptcy Court. Schedule 1.5(a) sets forth Sellers’ good faith estimate, as of the date hereof, of the amounts necessary to cure any such defaults. At the Closing, Sellers shall, pursuant to the Sale Order 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, subject to adjustment pursuant to Section 1.5(b). At the Closing, Purchaser or a Designated Purchaser shall (i) pay all Cure Costs (other than the Excess Cure Costs) and (ii) assume 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.

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 Assigned Assumed Contracts and take all other actions reasonably necessary to cause such Contracts to be assumed by Sellers and assigned to Purchaser Buyer pursuant to section Section 365 of the Bankruptcy Code Code, as applicable, to the extent that such Contracts are Assigned Assumed Contracts at Closing. The Sale Order shall provide that the Final Bid Deadline (as of and conditioned on defined in the occurrence of the Closing, Sellers shall assign or cause to be assigned to 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 availableBidding Procedures), the other party to the Assigned Contract and the address of such party for notice purposes, all included on an exhibit attached to either a notice filed in connection with the motion for approval of the Sale Order or a separate motion for authority to assume and assign such Assigned Contracts. Such exhibit 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 Sellers’ books and records or as otherwise determined by the Bankruptcy Court. Schedule 1.5(a) sets forth Sellers’ good faith estimate, as of the date hereof, of the amounts necessary to cure any such defaults. At the Closing, Sellers shall, pursuant to the Sale Order and the Assignment and Assumption Agreement(s)Agreement, assume and assign to Purchaser Buyer (the consideration for which is included in the Purchase Price), all Assigned Assumed Contracts that may be assigned by any such Seller to Purchaser Buyer pursuant to sections Sections 363 and 365 of the Bankruptcy Code, as applicable, subject to adjustment 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 7.10 in respect of Assumed Contracts pursuant to and in accordance with Section 1.5(b)365 of the Bankruptcy Code, as applicable, and the Sale Order. At the Closing, Purchaser Buyer shall assume, and thereafter in due course and in accordance with its respective terms (ias may be amended) pay pay, fully satisfy, discharge and perform all Cure Costs and (ii) assume of the obligations under each Assigned Assumed Contract that are Assumed Liabilities, pursuant to section Section 365 of the Bankruptcy Code, as applicable.

Assumption and Assignment of Executory Contracts. Schedule 1.5(a) sets forth a list of all executory Contracts (including all Leases with respect to Leased Real Property) to which, to the Knowledge of Sellers, one or more Sellers are party or to which any of their assets are bound and which are to be included in the Assigned Contracts. From time to time, and as reasonably requested by Purchaser, Sellers shall update Schedule 1.5(a). 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 or unexpired leases that are Assigned Contracts and take all other actions reasonably necessary or otherwise required to cause such Contracts to be assumed by Sellers and assigned to Purchaser or any other Designated Purchaser pursuant to section Section 365 of the Bankruptcy Code to the extent that such Contracts are Assigned Contracts at Closingas of the Closing (including (x) serving on all non-Seller counterparties to all of their Contracts a notice specifically stating that Sellers are or may be seeking the assumption and assignment of such Contract(s) and of the deadline for objecting to the Cure Costs or any other aspect of the proposing assumption and assignment of their Contracts to Purchaser and (y) taking, as promptly as practicable, all other actions reasonably requested by Purchaser to facilitate any negotiations with the counterparties to such Assigned Contracts and to obtain an Order, including a finding that the proposed assumption and assignment of the Assigned Contracts to Purchaser satisfies all applicable requirements of Section 365 of the Bankruptcy Code). The Sale Order shall provide that as of and conditioned on the occurrence of the Closing, Sellers shall 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 on an exhibit attached to either a notice filed in connection with the motion for approval of the Sale Order or a separate motion for authority to assume and assign such Assigned Contracts. Such exhibit 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 Sellers’ books and records or as otherwise determined by the Bankruptcy Court. Schedule 1.5(a) sets forth Sellers’ good faith estimate, as of the date hereof, of the amounts necessary to cure any such defaults. At the ClosingClosing and subject to the last paragraph of Section 1.1 and Section 1.5(b), Sellers shall, pursuant to the Sale Order Order, and the Assignment and Assumption Agreement(s), assume and assign to Purchaser or a 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 or a Designated Purchaser pursuant to sections Sections 363 and 365 of the Bankruptcy Code, subject to adjustment pursuant to Section 1.5(b). At the Closing, Purchaser shall (i) shall pay all Cure Costs and (ii) shall, assume or cause to be assumed, and thereafter in due course and in accordance with its respective terms pay, fully satisfy, discharge and perform (or cause to be fully satisfied, discharged and performed) all of the obligations (other than any Excluded Liabilities) that are Assumed Liabilities under each Assigned Contract pursuant to section Section 365 of the Bankruptcy CodeCode and the Assignment and Assumption Agreements, as applicable.