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Assumption of Certain Contracts Sample Clauses

Assumption of Certain Contracts. One or more Assumption Orders (or one or more other Orders in form and substance satisfactory to Buyer) shall provide for the assumption by the Sellers and assignment to the Buyer or its designee(s), effective upon the Closing, of Assumed Contracts on the following terms and conditions: (a) As of the Closing, the Sellers shall assume and assign to the Buyer or its designee(s), the Assumed Contracts. Schedule 2.1(vii) sets forth the Cure Payment amounts under each Assumed Contract based on the Sellers' books and records or by an applicable proof of claim. (b) On or prior to the Closing Date the Company shall pay all Cure Payments required under each Assumed Contract and such payment shall be made prior to the assignment of such Assumed Contract from Sellers to Buyer or its designee(s). (c) Not later than one day prior to the confirmation hearing in connection with the Plan (or, if earlier, the hearing held by the Bankruptcy Court in connection with an Alternate Order), the Buyer shall provide written notice to the Sellers of any Contracts, which, but for such notice, would be Assumed Contracts, but of which the Buyer has determined not to accept assignment ("Designated Agreements"). Sellers' shall list each such Designated Agreement in Schedule 7.1(a) of the Plan Supplement (as defined in the Plan), or, if applicable, such commensurate disclosure document relating to an Alternate Order. Notwithstanding anything else in this Agreement, Designated Agreements: (i) shall not be deemed Assumed Contracts; (ii) shall not be deemed Purchased Assets; and (iii) consequently, the Sellers may, at their option, either assume or reject such Designated Agreements (to the extent otherwise permitted by the Bankruptcy Court and applicable law), and the Buyer shall bear no Liability for any rejection damages or Cure Payments associated with such assumption or rejection, as the case may be. (d) The Buyer and the Sellers agree that there shall be excluded from the Purchased Assets any Assumed Contracts that are not assignable or transferable pursuant to the Bankruptcy Code or otherwise without the consent of any Person other than Sellers or any Affiliate of Sellers, to the extent that such consent shall not have been given prior to the Closing; provided, however, that the Sellers shall have the continuing obligation (both before and after the Closing) to use all commercially reasonable efforts (including, without limitation, prosecution of appropriate motions pursuant to Sectio...
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Assumption of Certain ContractsThe Purchaser agrees to assume all rights of the Seller as of the Effective Time under the contracts listed on Exhibit 3.1 hereto (the "Contracts") and agrees to assume all liabilities under the Contracts relating to the period after the Effective Time subject to and/or in accordance with this Article 3 and Section 5.3 and Section 7.7.
Assumption of Certain Contracts. 23 6.15 Agreements with Evangel Foursquare Church . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 SECTION 7. CONDITIONS TO OBLIGATIONS OF BUYER AND SELLER AT CLOSING . . . . . . . . . . . . . . . . . . . . . . . . 24 7.1 Conditions to Obligations of Buyer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 7.2 Conditions to Obligations of Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Assumption of Certain ContractsBuyer will assume at Closing the Contracts for the broadcast of local religious programming listed on Schedule 3.7 that, as of the Closing Date, have been paid until such time as the programming contracts expire or until twenty-six (26) weeks from the Closing Date, whichever shall occur first.
Assumption of Certain Contracts. Effective as of the Effective Time, the Company hereby assigns, transfers and conveys to Parent, and Parent hereby acquires and assumes, all of the Company’s rights and liabilities, and agrees to discharge all of the Company’s obligations, under the contracts set forth on Schedule 1.3(b) hereof.
Assumption of Certain Contracts. Buyer expressly agrees to accept and assume the Assumed Contracts on the Closing Date and shall subsequently pay, honor and discharge when due and payable all liabilities arising out of the Assumed Contracts arising on or after the Closing Date.
Assumption of Certain Contracts. (a) Buyer shall not assume at Closing the Network Affiliation Agreement, dated as of July 12, 1994, by and between Seller and Warner Brothers (the "WB Affiliation Agreement"), provided, however, that Buyer shall be required to broadcast after Closing Warner Brothers' programming in accordance with the terms of the WB Affiliation Agreement as of the date of execution of this Agreement until the earlier to occur of (i) the date on which CTTC commences operation of Channel 20 in the Salt Lake City, Utah market or (ii) the date which is nine months after the Closing Date (the "WB Termination Date"). During the period from the Closing Date to the WB Termination Date, Buyer shall have no obligation or liability under or relating to the WB Affiliation Agreement other than the broadcasting of Warner Brothers' programming as set forth in the preceding sentence. Following the WB Termination Date, Buyer shall have no obligation or liability whatsoever under or relating to the WB Affiliation Agreement. Prior to Closing, Seller shall deliver to Buyer a written acknowledgment and acceptance from Warner Brothers to this programming arrangement. (b) Buyer shall assume at Closing the Affiliation Agreement, dated as of March 3, 1994, as amended, by and between Seller and Home Shopping Network, Inc. (the "HSN Affiliation Agreement") for the remaining term of such HSN Affiliation Agreement which Seller represents and warrants will expire on March 1, 1997. During the period after the Closing and prior to the expiration of the HSN Affiliation Agreement, Buyer shall broadcast Home Shopping Network's program schedule as is in place under the HSN Affiliation Agreement on June 12, 1996. Within five business days following the execution of this Agreement, Seller shall give Home Shopping Network written notice of its intent to cancel the HSN Affiliation Agreement on March 1, 1997. (c) Buyer shall assume at Closing the Studio Lease, dated as of ________________ by and between Seller and AIM Associates (the "Studio Lease") so long as Buyer-shall have the right to vacate the premises leased pursuant to the Studio Lease upon ninety days prior written notice to Seller at which time Xxxxxx xxxll assume all payment obligations under the Studio Lease until the expiration of its term. Seller represents and warrants that the Studio Lease expires in 1999.
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Assumption of Certain Contracts. In addition to the foregoing, upon the terms and subject to the conditions of this Agreement, at the Closing, Purchaser and the Company shall execute and deliver an Assignment and Assumption Agreement (as provided for in Section 1.4), under the terms of which the Company shall assign its rights, and Purchaser shall assume the Company's obligations, with respect to the License and Distribution Agreements and the Lease Agreements and the Endorsement Agreement (collectively, the "Assigned Contracts").

Related to Assumption of Certain Contracts

  • Assumption of Certain Liabilities (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, Purchaser agrees to cause the Designated Purchasers to assume, pay, perform and discharge when due, all liabilities or obligations listed in this Section 2.03, and only such liabilities or obligations listed in this Section 2.03 (except as otherwise specifically provided in this Agreement), whether arising before or after the Closing and whether known or unknown, fixed or contingent (the "Assumed Liabilities"): (i) all liabilities set forth on the Closing Date Balance Sheet, other than any such liabilities that are Excluded Liabilities; (ii) all liabilities and obligations of Sellers arising under or pursuant to the Acquired Contracts, the Permits, the Acquired Intellectual Property and the Acquired Know-how; (iii) all liabilities and obligations relating to employee benefit plans, programs or arrangements associated with or relating to any Transferred Employee, but only to the extent such liabilities and obligations are expressly assumed by any Designated Purchaser pursuant to Article VII of this Agreement; (iv) the Specified Contingent Liabilities in an amount equal to (and no amounts in excess of) the aggregate amount (the "Contingent Reserve Amount") of the Contingency Reserves reflected or shown on the Closing Date Balance Sheet; and (v) all other liabilities and obligations of Parent and Sellers to the extent relating to the Business other than the Excluded Liabilities; provided, however, that with respect to any such other liability or obligation not relating exclusively to the Business, the Designated Purchasers shall only assume that portion of such liability or obligation that is allocable to the Business on a pro rata basis. (b) Notwithstanding anything herein to the contrary or any other writing to the contrary, Purchaser shall cause the Designated Purchasers to assume only the Assumed Liabilities, and nether the Purchaser nor any other Designated Purchaser shall assume any other liability or obligation of Parent or any Seller (or any predecessor owner of all or part of its business and assets) of whatever nature whether presently in existence or arising hereafter. All such other liabilities and obligations ahll be retained by and remain obligations of Parent or Sellers (or any such predecessor owner) (all such liabilities and obligations not being assumed being herein referred to as the "Excluded Liabilities"). Without limiting the generality of the foregoing, the Excluded Liabilities shall include the following: (i) all liabilities and obligations which are attributable to any of the Excluded Assets, or associated with the realization of the benefits of any of the Excluded Assets; (ii) the Tax Liabilities, other than the Assumed Tax Liabilities in an amount equal to (and no amounts in excess of) the amount of any specific reserve therefor reflected or shown on the Closing Date Balance Sheet; (iii) the Existing Seller Indebtedness, other than Capital Lease Obligations reflected on the Closing Date Balance Sheet in an amount not in excess of $100,000 in the aggregate and other than as set forth in Schedule 5.14; (iv) all liabilities and obligations relating to compensation and any pension, deferred compensation, vacation, medical benefit, life insurance, severance of other employee health or safety matters (other than worker's compensation) and any other employee benefit plans, programs or arrangements associated with or relating to any Transferred Employee or any other employee or former employee employed in the Business and all liabilities and obligations relating to or arising from the employment or cessation of employment of any such employee (including, but not limited to, all liabilities and obligations under any severance plan or arrangement of Parent, Sellers, the Purchased Entities or their respective Affiliates), except to the extent such liabilities and obligations are expressly assumed pursuant to Article VII of this Agreement; (v) all liabilities and obligations arising from worker's compensation claims relating to pre-Closing events; (vi) all Specified Contingent Liabilities to the extent the aggregate amount of Specified Contingent Liabilities exceeds the Contingent Reserve Amount; (vii) all liabilities and obligations to the extent arising from the Excluded Joint Ventures; (viii) all liabilities and obligations covered, but only to the extent covered, by any insurance policy maintained by Parent, Sellers, the Purchased Entities or any of their respective Affiliates; and (ix) all other liabilities and obligations of Parent and Sellers to the extent not relating to the Business; provided, however, that with respect to any such other liability or obligation not relating exclusively to the Business, Parent and Sellers shall only retain that portion of such liability or obligation that is not allocable to the Business on a pro rata basis. (c) Notwithstanding anything to the contrary in this Section 2.03, to the extent a liability is included in the calculation of Closing Date Net Tangible Asset Value (as finally determined in accordance with Section 2.05), such liability shall (in an amount equal to (and no amount in excess of) the amount included in such calculation) be deemed to be an Assumed Liability, whether or not such liability is listed as an Excluded Liability under Section 2.03(b).

  • Termination of Certain Agreements On and as of the Closing, the Company shall take all actions necessary to cause the Contracts listed on Schedule 6.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further obligations of any of the relevant parties thereunder following the Closing.

  • Modification of Certain Agreements Each Credit Party will not, and will not permit any of its Subsidiaries or Affiliates to, consent to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in (a) any Organization Documents of a Credit Party, in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be materially adverse to the interests of the Secured Parties (except with the consent of the Required Lenders) or if required by law, (b) any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectively, the “Acquisition Documents”), in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured Parties.

  • Termination of Certain Rights The Company's obligations under ----------------------------- Section 3.1 will terminate upon the earliest of (i) the closing of the Company's initial public offering of Common Stock pursuant to a registration statement filed with and declared effective by the SEC under the Securities Act, or (ii) the acquisition (by merger, consolidation or otherwise) of the Company where the surviving entity is subject to the reporting requirements of the Exchange Act.

  • Absence of Certain Agreements Neither Parent nor any of its Affiliates has entered into any agreement, arrangement or understanding (in each case, whether oral or written), or authorized, committed or agreed to enter into any agreement, arrangement or understanding (in each case, whether oral or written), pursuant to which: (i) (A) any stockholder of the Company (other than Parent and its Affiliates) would be entitled to receive consideration of a different amount or nature than the Per Share Merger Consideration, (B) except as set forth in Section 6.13, any stockholder of the Company agrees to vote to adopt this Agreement or the Merger or any stockholder of the Company agrees to vote against any Superior Proposal; or (ii) any current employee of the Company has agreed to (x) remain as an employee of the Company or any of its Subsidiaries following the Effective Time (other than pursuant to any employment Contracts in effect as of the date of this Agreement), (y) contribute or rollover any portion of such employee’s Shares, Company Stock Options, Company Restricted Stock and/or Phantom Stock Units to the Company or its Subsidiaries or Parent or any of its Affiliates or (z) receive any capital stock or equity securities of the Company or any of its Subsidiaries or Parent or any of its Affiliates.

  • Notice of Certain Costs Notwithstanding anything in this Agreement to the contrary, to the extent any notice required by Section 2.10, 2.11, 3.5 or 5.4 is given by any Lender more than 180 days after such Lender has knowledge (or should have had knowledge) of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amounts described in such Sections, such Lender shall not be entitled to compensation under Section 2.10, 2.11, 3.5 or 5.4, as the case may be, for any such amounts incurred or accruing prior to the 181st day prior to the giving of such notice to the Borrower.

  • Amendment of Certain Documents Such Borrower will not amend or otherwise modify its Certificate of Formation or Articles of Association as the case may be, or operating agreement in any way which would have a Material Adverse Effect on such Borrower.

  • ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS The Assuming Institution agrees with the Receiver and the Corporation as follows:

  • Survival of Certain Contract Terms Any provision of this Contract that imposes an obligation on a Party after termination or expiration of this Contract shall survive the termination or expiration of this Contract and shall be enforceable by the other Party.

  • Construction of Certain Provisions If any provision of this Agreement or any of the Loan Documents refers to any action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person, whether or not expressly specified in such provision.

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