Assumption of Approved Contracts Sample Clauses

Assumption of Approved Contracts. All Contracts, except those listed on Schedule 8.2, are “Approved Contracts.” The Approved Contracts shall include all Resident Agreements (with respect to the CLP Managed Properties) and all Contracts entered into in compliance with Section 12.2. Upon Closing, Buyer shall assume all of Sellers’ obligations under the Approved Contracts first arising from and after the Closing Date, including, without limitation, the obligation to make any payment under the Earn Out Agreement which becomes due and payable as of or after Closing.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Assumption of Approved Contracts. All Contracts held in Seller’s name in effect on the Effective Date are “Approved Contracts.” The Approved Contracts shall include all Membership Documents held in Seller’s name relating to memberships sold prior to the Closing, all contracts held in Seller’s name for Bookings scheduled to take place after the Closing, and all Contracts (including Membership Documents) entered into by Seller in compliance with Section 13.2. As of the Closing Date, Buyer shall assume all of Seller’s obligations under the Approved Contracts first accruing from and after the Closing Date. Buyer and Sellers acknowledge that the assignment of the Cowboys License Agreement and the Raven License Agreement shall require the written consent of the respective licensors thereunder, and that the assignment of the Arrowhead Water Agreement to Buyer shall require the prior written consent of the Roxborough Water and Sanitation District (as successor to Mount Carbon Metropolitan District, the “District”); each of Sellers and Buyer shall use diligent, good faith and commercially reasonable efforts to obtain such consents (and related estoppels) prior to the Closing Date.
Sample 1
Assumption of Approved Contracts. All Contracts in effect on the Effective Date, except those listed on Schedule 2.1(B), are “Approved Contracts.” The Approved Contracts shall include, all Membership Documents relating to memberships sold prior to the Closing, all contracts for Bookings scheduled to take place after the Closing, and all Contracts (including Membership Documents) entered into in compliance with Section 13.2. As of the Closing Date, Buyer shall assume the Approved Contracts other than Membership Documents, and EAGL shall assume all Membership Documents.
Sample 1
Assumption of Approved Contracts. The Contracts are collectively referred to herein as the “Approved Contracts.” As of the Closing Date, Buyer shall assume the Approved Contracts. The Approved Contracts shall include, without limitation, all Membership Documents relating to memberships sold prior to the Closing, and all contracts for tournaments, banquets and other functions scheduled to take place at the Golf Course after the Closing. As of the Closing Date, Buyer shall assume the Approved Contracts.
Sample 1

Related to Assumption of Approved Contracts

  • Assumption of Contracts The sale of the Assets is and will be made subject to the Contracts to which the Assets are presently subject. Buyer shall assume and be responsible for all obligations accruing under the Contracts after the Effective Time.

  • Contracts and Leases (a) Schedule 4.12(a) lists each written contract, license, agreement, or personal property lease which is material to the business or operations of the Purchased Assets, other than any contract, license, agreement or personal property lease which is listed or described on another Schedule, or which is expected to expire or terminate prior to the Closing Date, or which provides for annual payments by Seller after the date hereof of less than $250,000 or payments by Seller after the date hereof of less than $1,000,000 in the aggregate.

  • Assumption of Agreements Subject to the provisions of Section 4.8(b), with respect to agreements existing as of the Bank Closing Date which provide for the rendering of services by or to the Failed Bank, within ninety (90) days after the Bank Closing Date, the Assuming Institution shall give the Receiver written notice specifying whether it elects to assume or not to assume each such agreement. Except as may be otherwise provided in this Article IV, the Assuming Institution agrees to comply with the terms of each such agreement for a period commencing on the day after the Bank Closing Date and ending on: (i) in the case of an agreement that provides for the rendering of services by the Failed Bank, the date which is ninety (90) days after the Bank Closing Date, and (ii) in the case of an agreement that provides for the rendering of services to the Failed Bank, the date which is thirty (30) days after the Assuming Institution has given notice to the Receiver of its election not to assume such agreement; provided that the Receiver can reasonably make such service agreements available to the Assuming Institution. The Assuming Institution shall be deemed by the Receiver to have assumed agreements for which no notification is timely given. The Receiver agrees to assign, transfer, convey and deliver to the Assuming Institution all right, title and interest of the Receiver, if any, in and to agreements the Assuming Institution assumes hereunder. In the event the Assuming Institution elects not to accept an assignment of any lease (or sublease) or negotiate a new lease for leased Bank Premises under Section 4.6 and does not otherwise occupy such premises, the provisions of this Section 4.8(a) shall not apply to service agreements related to such premises. The Assuming Institution agrees, during the period it has the use or benefit of any such agreement, promptly to pay to the Receiver or to appropriate third parties at the direction of the Receiver all operating costs with respect thereto and to comply with all relevant terms of such agreement.

  • Assignment of Contracts On the Initial Borrowing Date, the Borrower shall have duly authorized, executed and delivered a valid and effective assignment by way of security in favor of the Collateral Agent of all of the Borrower’s present and future interests in and benefits under (x) the Construction Contract, (y) each Refund Guarantee and (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance accept and endorse on such insurance policy a loss payable clause substantially in the form set forth in Part 3 of Schedule 2 to the Assignment of Contracts (as defined below), and it being further understood that certain of the Refund Guarantee and none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which assignment shall be substantially in the form of Exhibit J hereto or otherwise reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to time, the “Assignment of Contracts”) provided that, if any Refund Guarantee issued to the Borrower on the Initial Borrowing Date shall have been issued by KfW IPEX-Bank GmbH, then such Refund Guarantee shall be charged pursuant to a duly authorized, executed and delivered, valid and effective charge of any such Refund Guarantee in the form of Exhibit Q hereto or otherwise in a form reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Charge of KfW Refund Guarantees”).

  • Property Contracts Purchaser shall assume at Closing the obligations under the Property Contracts assumed by Purchaser; however, operating expenses shall be prorated under Section 5.4.2.

  • Assumption of Assumed Liabilities Buyer hereby assumes and agrees to honor, pay and discharge when due the Assumed Liabilities.

  • Prior Contracts This Contract supersedes and terminates, as of the date hereof, all prior contracts between the Fund and the Custodian relating to the custody of the Fund's assets.

  • New Contracts During the pendency of this Agreement, Seller will not enter into any contract, or modify, amend, renew or extend any existing contract, that will be an obligation affecting the Property or any part thereof subsequent to the Closing without Purchaser’s prior written consent in each instance (which Purchaser agrees not to withhold or delay unreasonably), except contracts entered into in the ordinary course of business that are terminable without cause (and without penalty or premium) on 30 days (or less) notice.

  • Assumed Contracts The term "Assumed Contracts" shall have the meaning set forth in Section 2.1(e).

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!