Common use of Assumption of Assigned Contracts Clause in Contracts

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) No later than five (5) Business Days following the execution of this Agreement, The Sellers shall make available to the Purchaser shall deliver a reasonably categorized list and true and complete copies of to Sellers a list of the Contracts (including Permits and Licenses 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(dare Contracts), 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 oral Contracts true and from time to time complete written descriptions thereof (in each case including all amendments thereto and assignments thereof) on or before 90 days the fifteenth (15th) day after the Closing Date date hereof. Not later than ten (10) Business Days prior to 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 TransactionsClosing, the “Lease Retention Period”)), Sellers shall provide the Purchaser may, by written notice to LGI, elect to exclude from the Transactions and the Assigned with lists of all 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), which shall be by specific Contract and not by category of Contract except as otherwise consented to by the Purchaser, which they deem should be Assigned Contracts hereunder and the "cure amounts" pursuant to Section 365 of the Bankruptcy Code relating to each (the “Sellers' Assigned Contracts Schedule”). All Contracts on Seller’s Assigned Contracts Schedule shall be deemed to be Assigned Contracts unless, at any time and from time to time on or before (i) and the 60th day after the Closing, with respect to any lease pursuant to which the Leased Real Property is leased by a Seller or (ii) the Business Day prior to the Closing Date, with respect to all other Contracts, the Purchaser by written notice to the Sellers elects to exclude any one or more of the scheduled Contracts that would otherwise be Assigned Contracts. The Purchaser also may add Contracts not designated by the Sellers (the “Extra Contracts”) (including any lease pursuant to which any Leased Real Property is leased by a Seller and Permits and Licenses) to be an Assigned Contract. Any Contract which is not designated on the Sellers' Assigned Contracts Schedule or Permit and License designated in such a notice pursuant to the preceding sentence or designated as an Excluded Assigned Contract or which is designated in a notice pursuant to the second preceding sentence of Section 5.01(d) (each such designated Contract or Permit and LicenseContract, an “Excluded Contract”), and all such designated Contracts and Permits and Licenses collectively, the “Excluded Contracts”) shall no longer not be an Assigned Contract or a Permit and License to be assigned to the Purchaser hereunderhereunder and shall be an Excluded Asset. Notwithstanding the foregoing, the Purchaser shall not be entitled to designate any Assumed Employment Agreement or Assumed Severance Agreement, or any other agreement listed on Schedule 2.2(a)(vi), as an Excluded Contract, and the Sellers shall be required to include each Assumed Employment Agreement and Assumed Severance Agreement on the Sellers' Assigned Contracts Schedule, unless the employee party thereto does not become a Transferred Employee. 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) 5.1(a), or to add any Extra Contracts; 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 . Each Seller hereby appoints the Purchaser its agent and attorney-in-fact for the sole purpose of allowing the Purchaser to any continue to operate under each lease pursuant to which the Leased Real Property is leased by a Seller until such time as the Purchaser either designates such lease as an Assigned Contract or designates that would otherwise it does not want to have such lease assigned to it, provided that during such period, the Purchaser shall be responsible for all obligations arising from or in connection with such lease during such period (and not based on a Purchased Asset and that Purchaser has not elected to exclude breach, default or other circumstance existing 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 purposesperiod).

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 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 date hereof, but in no event later than ten (10) days prior to 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”))Sale Hearing, the Purchaser may, by written notice to LGIMilacron, elect to (i) exclude from the Transactions and have treated as Excluded Contracts under the Assigned Contracts List terms hereof (ix) any one or more of the Assigned Contracts that would otherwise be Purchased Assets (including any lease pursuant to which the Leased Real Property is leased by a Seller) and or (iiy) any one or more of the Permits that would otherwise be Purchased Assets or (ii) include in the Transactions and Licenseshave treated as Assigned Contracts under the terms hereof, any one or more Contracts that would otherwise be Excluded Contracts (or Material Contracts that were not adequately disclosed by the Sellers to the Purchaser as of the date hereof). Any Assigned Contract or Permit and License designated in such a notice pursuant to clause (i) of the preceding NYDOCS03/882968.12 sentence or designated as an Excluded Contract pursuant to the second sentence of Section 5.01(d) (each such designated Assigned Contract or Permit and LicensePermit, an “Excluded Contract”, and all such designated Assigned Contracts and Permits and Licenses collectively, the “Excluded Contracts”) shall no longer be an Assigned Contract or a Permit and License to be assigned Transferred to the Purchaser hereunder. There shall be no adjustment to the Purchase Price as a result of the Purchaser’s election to exclude or include any one or more of the Assigned 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 Contracts (other than Assigned Contracts subsequently included in the Transactions 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 clause (ii) of this 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 purposes5.01(a)).

Assumption of Assigned Contracts. (a) No later than five (5) Business Days following concurrently with 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 two (the period of time from the Closing Date until the earlier of (i2) Business Days prior to the date that on which the Sale Hearing is 90 days after held (including any rescheduled date) by 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”))Bankruptcy Court, 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.