Assumption, Assignment, Cure Amounts Sample Clauses

Assumption, Assignment, Cure Amounts. (a) No later than five (5) Business Days after delivery of the Designation Notice or the period expires to deliver such notice, the Purchaser shall have the right upon notice to Seller to designate any Related Contract as a Contract to be assumed and/or assigned (as applicable) pursuant to this Section 2.5 (such Contracts, the “Purchased Contracts”). In the event that a Debtor is a party to a Purchased Contract, Seller shall, or cause its Subsidiaries to, assume and assign such Purchased Contract to Purchaser (or its designee) pursuant to Section 365 of the Bankruptcy Code. In the event that a Debtor is not a party to a Purchased Contract, such Purchased Contract shall be assigned to the Purchaser (or its designee); provided, however, that Seller’s obligation to assign any Transferred Real Property Leases under this sentence is subject to the Seller obtaining the Landlord Consents). Purchaser shall use commercially reasonable efforts to designate Related Contracts as Purchased Contracts before the Sale Hearing. Until a date that is five (5) days before Closing, the Purchaser shall have the right, upon notice to the Seller, to remove without penalty any Related Contract designated as a Purchased Contract (other than a Transferred Real Property Lease) from the list of Purchased Contracts, in which case such Related Contract shall become an Excluded Contract. (b) On or prior to the Closing, the Seller shall assume and at the Closing assign to Purchaser (or its designee) those Transferred Real Property Leases to which a Debtor is a party pursuant to Section 365 of the Bankruptcy Code. With respect to those Transferred Real Property Leases to which a Seller but not a Debtor is a party, such Transferred Real Property Leases shall be assigned to the Purchaser (or its designee) on the Closing Date; provided, however, that Seller’s obligation to assign such Transferred Real Property Leases under this sentence is subject to the Seller obtaining the Landlord Consents. The Seller (or, as applicable, the relevant Subsidiaries) and Purchaser will cooperate and use commercially reasonable efforts in obtaining the Landlord Consents and shall otherwise comply in all respects with the terms and provisions of the underlying lease in connection with the assignment; provided, however, that Seller shall not be obligated to incur any expenses in connection with obtaining such Landlord Consents. (c) Seller shall be obligated to pay or cause to be paid any and all amounts accrued ...