Assumption of Assumed Contracts. Effective upon the Closing, the Assumed Contracts shall be assigned by Seller to Buyer on the following terms and conditions:
(a) At the Closing, Seller shall assign to Buyer all of Seller’s rights, and Buyer 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 Assumed Contracts. On Schedule 1.1(a), each Assumed Contract is identified by the date of the Assumed Contract and the other Person(s) party to such Assumed Contract(s). To the extent any such information set forth on Schedule 1.1(a) is later determined by Seller to be inaccurate in any material respect, Seller shall promptly notify Buyer of any such inaccuracy.
(b) If there exists on the Closing Date any Default under any Assumed Contract, Seller shall be responsible for the payment of any and all amounts necessary to cure such Default as a condition to the Closing.
Assumption of Assumed Contracts. Seller shall assign to, and Purchaser shall accept assignment of and assume from and after the Closing Date, all of the rights, obligations and liabilities of Seller attributable to the period after the Closing Date, under the Franchise Agreements, Real Property Leases, Easements and the Other Contracts (as hereinafter defined) (collectively, the "Assumed Contracts").
Assumption of Assumed Contracts. Seller shall have received from Purchaser an Assumption Agreement substantially in the form annexed as Exhibit C hereto.
Assumption of Assumed Contracts. On the Closing Date, and on the terms and subject to the conditions in this Agreement and the Assignment and Assumption Agreement, Buyer and/or its nominees shall assume and agree to perform all of the duties, obligations, terms, provisions and covenants, and to pay and discharge all of the liabilities of Seller to be observed, performed, paid or discharged from and after the Closing, in connection with the Contracts set forth on Schedule 2.1(c) (the "ASSUMED CONTRACTS"). Notwithstanding the immediately preceding sentence or any other provision of this Agreement, this Section 2.1(c) shall not constitute an assignment to Buyer of any Contract set forth on Schedule 2.1(c), and the defined term "ASSUMED CONTRACTS" shall not include any Contract set forth on Schedule 2.1(c) for purposes of this Agreement, if an assignment of a Contract set forth on Schedule 2.1(c) requires the Consent of the other party thereto and such Consent has not been obtained as of the Closing Date or an attempted assignment of the same without the Consent of the other party thereto would constitute a breach thereof or in any way impair the rights of Seller thereunder; provided, that if any such Consent is obtained after the date hereof with respect to any such Contract, this instrument shall constitute an assignment of the same to Buyer as of the date of such consent without further action by Seller or Buyer.
Assumption of Assumed Contracts. The Sale Order will provide for the assumption by the Company and the sale and assignment to Buyer, effective upon the Closing, of the Assumed Contracts such that as of the Closing Date, the Company shall assume pursuant to Section 365(a) of the Bankruptcy Code and sell and assign to Buyer, pursuant to Sections 363(b), (f) and (m) and Section 365(f) of the Bankruptcy Code, each of the Assumed Contracts. The Assumed Contracts are set forth on Exhibit A and identified by the date of the Assumed Contract (if available), the other party or parties to such Assumed Contract and the address of such party or parties.
Assumption of Assumed Contracts. Pursuant to the terms and subject to the conditions set forth in this Agreement, effective upon Closing, P1 shall assign to FEI all of P1‘s rights and obligations under the Assumed Contracts, which are assignable by P1 to FEI as of the Closing Date, and FEI shall accept such assignment and shall assume all responsibilities and obligations of P1 under such Assumed Contracts. Following the Closing Date, and pursuant to the terms and conditions set forth in this Agreement, P1 shall assign to FEI all of P1‘s rights and obligations under, and FEI shall accept such assignment and shall assume all responsibilities and obligations of P1 under, the Assumed Contracts which are assignable by P1 to FEI after the Closing Date.
Assumption of Assumed Contracts. Money Point shall have received RII Sub's signed Assignment and Assumption Agreement related to the Assumed Contracts.
Assumption of Assumed Contracts. Subject to the terms and ------------------------------- conditions set forth herein, at the Closing, the Buyer shall assume the following obligations and pay the following liabilities of the Seller (collectively the "Assumed Liabilities"):
(a) All obligations under the Assumed Contracts arising on or after the Closing date;
(b) All obligations under the Lease arising on or after the Closing date; and
(c) the Accounts Payable.
Assumption of Assumed Contracts. ACTIONS TO BE TAKEN AT THE CLOSING. . . . . . . . . . . . . . . . . . -31- 11.1 TRANSFER DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . -31- 11.2
Assumption of Assumed Contracts. Peanut City shall have received RII Sub's signed Assignment and Assumption Agreement related to the Assumed Contracts.
