Assumption of Assigned Contracts. At the Closing, Seller shall assign to Purchaser all of Seller’s and its Subsidiaries’ rights, and Purchaser shall agree to assume all of the Assumed Liabilities (which have not been waived or excused prior to the Closing Date), under each of the Assigned Contracts. On Schedule 2.5, each Assigned Contract is identified by the date of the Assigned Contract and the other Person(s) party to such Assigned Contract(s). To the extent any such information set forth on Schedule 2.5 is later determined by Seller to be inaccurate in any material respect, Seller shall promptly notify Purchaser of any such inaccuracy.
Assumption of Assigned Contracts. (a) No later than five (5) Business Days following the execution of this Agreement, the Purchaser shall deliver to Sellers a list of the Contracts that the Purchaser proposes to be the Assigned Contracts pursuant to this Agreement (the “Assigned Contracts List”). Subject to the second sentence of Section 5.01(d), at any time and from time to time before the Closing Date (or in the case of any lease pursuant to which the Leased Real Property is leased by a Seller, at any time and from time to time on or before 90 days after the Closing Date (the period of time from the Closing Date until the earlier of (i) the date that is 90 days after the Closing Date and (ii) the date that Purchaser, by written notice to LGI, elects to exclude such lease from the Transactions, the “Lease Retention Period”)), the Purchaser may, by written notice to LGI, elect to exclude from the Transactions and the Assigned Contracts List (i) any one or more of the Contracts that would otherwise be Purchased Assets (including any lease pursuant to which the Leased Real Property is leased by a Seller) and (ii) any or more of the Permits and Licenses. Any Contract or Permit and License designated in such a notice pursuant to the preceding sentence or designated as an Excluded Contract pursuant to the second sentence of Section 5.01(d) (each such designated Contract or Permit and License, an “Excluded Contract”, and all such designated Contracts and Permits and Licenses collectively, the “Excluded Contracts”) shall no longer be an Assigned Contract or a Permit and License to be assigned to the Purchaser hereunder. There shall be no adjustment to the Purchase Price as a result of the Purchaser’s election to exclude any one or more of the Contracts or Permits and Licenses from the Transactions pursuant to this Section 5.01(a) except that the Purchaser shall not be required to make any payments for Determined Cure Costs or any other amounts for any such Excluded Contracts, provided that, with respect to any lease pursuant to which the Leased Real Property is leased by a Seller that would otherwise be a Purchased Asset and that Purchaser has not elected to exclude prior to the Closing, such lease shall be treated as a Consent Pending Contract under Section 2.12(b) and Purchaser shall compensate the Sellers with respect thereto in accordance with such Section except that the Contract Retention Period shall be deemed to be the Lease Retention Period for these purposes.
Assumption of Assigned Contracts. (a) The Seller shall file (or cause to be filed) a notice of assumption (the “Assumption Notice”) with the Bankruptcy Court in accordance with the Bid Procedures Order and serve such notice on each counterparty to an Assigned Contract listed thereon. The Assumption Notice shall identify all Assigned Contracts that the Seller and Purchaser believe may be assumed and assigned in connection with the sale of the Transferred Assets and set forth a good faith estimate of the amount of Cure Costs applicable to each such Assigned Contract (and if no Cure Cost is estimated to be applicable with respect to any particular Assigned Contract, the amount of such Cure Cost designated for such Assigned Contract shall be “$0.00”). In accordance with the Bid Procedures Order, the Seller reserves the right to supplement such list of Assigned Contracts and provide additional notice of assumption, and to remove an Assigned Contract from the list of Assigned Contracts.
Assumption of Assigned Contracts. (a) At the time of Closing, and subject to the approval of the Bankruptcy Court and the Canadian Court, the Seller shall assume and then assign to the Purchaser, and the Purchaser shall assume from the Seller, all Assigned Contracts.
Assumption of Assigned Contracts. Pursuant to Section 365 of the Bankruptcy Code and as requested by parties to the Assigned Contracts and required by the Bankruptcy Court, Buyer shall provide adequate assurance of future performance under and with respect to the Assigned Contracts. After the Closing Date, Seller shall be released from any further liability under the Assigned Contracts as provided for under Section 365(k) of the Bankruptcy Code.
Assumption of Assigned Contracts. Buyer hereby undertakes, assumes and -------------------------------- agrees, subject to the limitations contained herein, to perform, pay or discharge when due those liabilities of the Seller and its Affiliates under the Assigned Contracts.
Assumption of Assigned Contracts. 10 8.04. Consents..................................................10 8.05.
Assumption of Assigned Contracts. DELETED.
Assumption of Assigned Contracts. Assignor hereby sells, assigns, grants, conveys and transfers to Assignee all of Assignor’s right, title and interest in and to the Assigned Contracts. Assignee hereby accepts such assignment and hereby assumes and agrees to pay, perform and discharge any liabilities and obligations (financial or otherwise, including expenses) arising after the Effective Date under the Assigned Contracts, it being understood that such assignment and assumption by Assignee does not apply to liabilities and obligations that relate to any breach, default or violation of or by Assignor prior to the Effective Date which shall remain the sole responsibility of Assignor.
Assumption of Assigned Contracts. Seller will file a notice of assumption (the “Assumption Notice”) with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) and serve such notice via first class mail on each counterparty to a contract, instrument, or other agreement listed thereon. The Assumption Notice will identify all Assumed Contracts (as defined below) and set forth a good faith estimate of the amount of any and all amounts, costs or expenses that must be paid or actions that must be performed pursuant to sections 365(b) and (f) of chapter 11 of title 11 of the United States Code, 11 U.S.C. § 101 et seq. (the “Bankruptcy Code”) in connection with the assumption and/or assignment of each Assumed Contract, as ultimately determined by the Bankruptcy Court (the “Cure Costs”) (and if no Cure Cost is estimated to be applicable with respect to any particular contract, instrument, or other agreement, the amount of such Cure Cost designated for such contract, instrument, or other agreement shall be “$0.00,” as set forth in Exhibit 1 attached to that certain Notice of (A) Potential Assumption and Assignment of Executory Contracts and Unexpired Leases and (B) Cure Amounts, Case No. 17-10828 (KG) document number 274 that was filed on June 16, 2017, which includes without limitation all supplemental additions thereto). If the Cure Costs for any Assumed Contract are greater than zero dollars (each such Assumed Contract, a “Subject Assumed Contract”), Seller shall notify Buyer and Buyer shall promptly notify Seller in writing as to whether it wants to assume such Subject Assumed Contract. If Buyer elects to assume such Subject Assumed Contract, Buyer shall timely pay all Cure Costs associated with such Subject Assumed Contract in accordance with the terms hereof and such Subject Assumed Contract shall remain an Asset to be conveyed hereunder. If Buyer elects not to assume such Subject Assumed Contract, such Subject Assumed Contract shall not be an Asset conveyed to Buyer hereunder and Buyer acknowledges that Seller may reject such Subject Assumed Contract and such Subject Assumed Contract may never be available for Buyer to acquire from Seller. Exhibit E contains a list of those contracts, instruments, and other agreements that will be assumed by Buyer on the Closing Date (the “Assumed Contracts”). Buyer shall make provision for the payment of the Cure Costs in accordance with any order, injunction, judgment, decree, award, ruling, writ, assessment or arbitration...
