Common use of Assumption of Certain Leases and Other Contracts Clause in Contracts

Assumption of Certain Leases and Other Contracts. The Sale Order shall provide for the assumption by the applicable Seller and assignment to the Buyer, effective upon the Closing, of the Assumed Agreements on the following terms and conditions: (a) At the Closing, the applicable Seller shall assume and assign to the Buyer the Assumed Agreements. The Assumed Agreements are listed on Exhibit A hereto and are identified by the date of the Assumed Agreement (if available), the other party or parties to the Assumed Agreement and the address of such party or parties (if available), as the case may be. To the extent any such information is set forth on Exhibit A and is later determined by a Seller not to be available or to be inaccurate in any material respect, the Sellers shall promptly notify the Buyer of any such lack of availability or inaccuracy. Exhibit A shall set forth the estimated amounts necessary to cure defaults, if any, under each of such Assumed Agreements as determined by the Sellers based on the applicable Seller's books and records, subject to amendment of the Cure Payments by a Seller from time to time. From and after the date hereof until three (3) Business Days prior to the commencement of the Sale Hearing, the Sellers shall make such additions to and deletions from the list of Assumed Agreements set forth on Exhibit A as the Buyer shall request and shall give the respective counsels to the Prepetition Agent and the Creditors' Committee prompt notice of any such addition or deletion. (b) If there exists on the Closing Date any default related to an Assumed Agreement, the Buyer shall be responsible for any and all amounts to be cured pursuant

Assumption of Certain Leases and Other Contracts. The Sale Order shall provide for the assumption by the applicable Seller Sellers and assignment to the Buyer, effective upon the Closing, of the Assumed Agreements on the following terms and conditions: (a) At the Closing, the applicable Seller Sellers shall assume and such Sellers shall assign to the Buyer the Assumed Agreements. The Assumed Agreements are listed on Exhibit A hereto and are shall also be identified by the date of the Assumed Agreement (if available), the other party or parties to the Assumed Agreement and the address of such party or parties (if available)) set forth on Exhibit A, as the case may be, all included on an exhibit attached to a motion for authority to assume and assign such Assumed Agreements. To the extent any such information is set forth on Exhibit A and is later determined by a Seller the Sellers not to be available or to be inaccurate in any material respectavailable, the Sellers shall promptly notify the Buyer of any such lack of availability or inaccuracyavailability. Exhibit A Such exhibit shall set forth the estimated approximate amounts necessary to cure defaults, if any, under each of such Assumed Agreements as determined by the Sellers based on the applicable Seller's Sellers' books and records, subject to amendment of the Cure Payments cure amounts by a Seller the Sellers from time to time. From and after the date hereof until three Exhibit A shall be subject to amendment as follows: (3i) Business Days prior to Until the commencement of the Sale Hearing, the Sellers shall make such additions Buyer may amend Exhibit A from time to and deletions from time. (ii) Until thirty (30) days after the list date on which the Sale Order is entered by the Bankruptcy Court, the Buyer, in its discretion, by delivery of Assumed Agreements set forth written notice to the Sellers, may exclude any contract, agreement, real or personal property lease, commitment, understanding or instrument listed on Exhibit A as and the Buyer shall request and not acquire any rights or assume any liabilities with respect thereto; provided that the Buyer shall give use its commercially reasonable best efforts to finalize its exclusions from Exhibit A as soon as possible. (iii) Until the respective counsels Closing Date, the Buyer, in its discretion, by delivery of written notice to the Prepetition Agent Sellers, may add to, or exclude from, Exhibit A any of the Sellers' real estate leases necessary to preserve and maintain in full force and effect the FCC Licenses and the Creditors' Committee prompt notice of FCC Analogous Licenses, and the Buyer shall (A) acquire all rights and assume all liabilities with respect to any such addition leases added to Exhibit A and (B) not acquire any rights or deletionassume any liabilities with respect to any such leases excluded from Exhibit A; provided that the Buyer shall use its commercially reasonable best efforts to finalize its exclusions from and/or additions to Exhibit A as soon as possible. (b) If there exists on the Closing Date any default related to an Assumed AgreementAgreement which relates to the Operating Business or the Purchased Assets, the Buyer shall be responsible for any and all amounts to be cured pursuantpursuant to Section 365(a) of the Bankruptcy Code in an amount not exceeding $500,000 in the aggregate as a condition to the assumption and assignment of such Assumed Agreement. At the Closing, the Buyer shall provide funds to the Sellers (by wire transfer of immediately-available U.S. funds) in an amount sufficient to pay all such cure amounts up to $500,000 in the aggregate for such Assumed Agreements. Immediately upon receipt by the Sellers of such funds and the Purchase Price at the Closing, the Sellers shall pay all cure amounts for such Assumed Agreements. (c) If there exists on the Closing Date any default related to an Assumed Agreement which relates to the Business but neither the Operating Business nor the Purchased Assets, the Buyer shall be responsible for any and all amounts to be cured pursuant to Section 365(a) of the Bankruptcy Code as a condition to the assumption and assignment of such Assumed Agreement. At the Closing, the Buyer shall provide funds to the Sellers (by wire transfer of immediately-available U.S. funds) in an amount sufficient to pay in full all such cure amounts for such Assumed Agreements. Immediately upon receipt by the Sellers of such funds and the Purchase Price at the Closing, the Sellers shall pay all cure amounts for such Assumed Agreements. (d) The Buyer shall be responsible for any and all costs and expenses necessary in connection with providing adequate assurance of future performance with respect to the Assumed Agreements.

Assumption of Certain Leases and Other Contracts. The Sale Order shall provide for the assumption by the applicable Seller Sellers, other than TAT, and the Sale Order shall, to the extent permitted by law, provide for the assignment by the Sellers, other than TAT, to the Buyer, effective upon the Closing, of the Assumed Agreements on the following terms and conditions: (a) At the Closing, the applicable Seller shall assume and assign to the Buyer the Assumed Agreements. The Assumed Agreements are listed on Exhibit A hereto and are identified by the date of the Assumed Agreement (if available), the other party or parties to the Assumed Agreement and the address of such party or parties (if available), as the case may be. To the extent any such information is set forth on Exhibit A and is later determined by a Seller the Sellers not to be available or to be inaccurate in any material respect, the Sellers shall promptly notify the Buyer of any such lack of availability or inaccuracy. Exhibit A shall set forth the estimated amounts necessary to cure defaults, if any, under each of such the Assumed Agreements as determined by the Sellers based on the applicable Seller's Sellers' books and records, subject to amendment of the Cure Payments Amounts by a Seller the Sellers from time to timetime until the Closing Date. From and after the date hereof until three (3) Business Days prior to the commencement of the Sale Hearing, the Sellers shall make such additions to and deletions from to the list of Assumed Agreements set forth on Exhibit A as the Buyer shall request and shall give to the respective counsels to the Prepetition Agent and the Creditors' Committee prompt notice of any such addition or deletion. . 15 <PAGE> (b) If there exists on the Closing Date any default related to an Assumed Agreement, the Buyer shall be responsible for any and all amounts to be cured pursuantpursuant to Section 365(a) of the Bankruptcy Code as a condition to the assumption and assignment of such Assumed Agreement (the "Cure Payments"). At the Closing, the Buyer shall provide funds to the Sellers (by wire transfer of immediately available U.S. funds) in an amount sufficient to pay all such Cure Payments for such Assumed Agreements. Promptly (and in any event within two (2) Business Days) upon receipt by the Sellers of such funds and the Purchase Price at the Closing, the Sellers shall pay all Cure Payments for such Assumed Agreements. (c) The Buyer shall be solely responsible for any and all costs and expenses necessary in connection with providing adequate assurance of future performance with respect to any of the Assumed Agreements under Section 365 of the Bankruptcy Code (the "Cure Expenses"). (d) In addition to the payment of the Purchase Price and the payment of the Cure Payments and Cure Expenses on the Closing Date, the Buyer shall reimburse the Sellers in cash and in full for any and all deposits, advances and credits and security deposits (together with the Cure Payments and the Cure Expenses, the "Cure Amounts") and replace any letters of credit, in all such cases, related to any Assumed Agreements. ARTICLE III

Assumption of Certain Leases and Other Contracts. The Sale Order shall provide for the assumption by the applicable Seller Sellers, other than TAT, and the Sale Order shall, to the extent permitted by law, provide for the assignment by the Sellers, other than TAT, to the Buyer, effective upon the Closing, of the Assumed Agreements on the following terms and conditions: (a) At the Closing, the applicable Seller shall assume and assign to the Buyer the Assumed Agreements. The Assumed Agreements are listed on Exhibit A hereto and are identified by the date of the Assumed Agreement (if available), the other party or parties to the Assumed Agreement and the address of such party or parties (if available), as the case may be. To the extent any such information is set forth on Exhibit A and is later determined by a Seller the Sellers not to be available or to be inaccurate in any material respect, the Sellers shall promptly notify the Buyer of any such lack of availability or inaccuracy. Exhibit A shall set forth the estimated amounts necessary to cure defaults, if any, under each of such the Assumed Agreements as determined by the Sellers based on the applicable Seller's Sellers' books and records, subject to amendment of the Cure Payments Amounts by a Seller the Sellers from time to timetime until the Closing Date. From and after the date hereof until three (3) Business Days prior to the commencement of the Sale Hearing, the Sellers shall make such additions to and deletions from to the list of Assumed Agreements set forth on Exhibit A as the Buyer shall request and shall give to the respective counsels to the Prepetition Agent and the Creditors' Committee prompt notice of any such addition or deletion. (b) If there exists on the Closing Date any default related to an Assumed Agreement, the Buyer shall be responsible for any and all amounts to be cured pursuantpursuant to Section 365(a) of the Bankruptcy Code as a condition to the assumption and assignment of such Assumed Agreement (the "Cure Payments"). At the Closing, the Buyer shall provide funds to the Sellers (by wire transfer of immediately available U.S. funds) in an amount sufficient to pay all such Cure Payments for such Assumed Agreements. Promptly (and in any event within two (2) Business Days) upon receipt by the Sellers of such funds and the Purchase Price at the Closing, the Sellers shall pay all Cure Payments for such Assumed Agreements. (c) The Buyer shall be solely responsible for any and all costs and expenses necessary in connection with providing adequate assurance of future performance with respect to any of the Assumed Agreements under Section 365 of the Bankruptcy Code (the "Cure Expenses"). (d) In addition to the payment of the Purchase Price and the payment of the Cure Payments and Cure Expenses on the Closing Date, the Buyer shall reimburse the Sellers in cash and in full for any and all deposits, advances and credits and security deposits (together with the Cure Payments and the Cure Expenses, the "Cure Amounts") and replace any letters of credit, in all such cases, related to any Assumed Agreements.

Assumption of Certain Leases and Other Contracts. The Sale Order shall provide for the assumption by Seller, and the applicable Seller and assignment Sale Order shall, to the extent permitted by law, provide for the assignment by Seller, to Buyer, effective upon the Closing, of the Assumed Agreements Contracts on the following terms and conditions: (a) At the Closing, the applicable Seller shall assume and assign to Buyer, and Buyer shall assume, the executory contracts, Intellectual Property Agreements and Cure Amounts or Estimated Cure Payments designated as Purchased Assets on Schedule 2.5(a). (b) At the Closing, Seller shall assume and assign to Buyer, and Buyer shall assume, the Assumed Agreements. Real Property Leases and Cure Amounts or Estimated Cure Payments designated as Purchased Assets on Schedule 2.5(b). (c) At the Closing, Seller shall assume and assign to Buyer, and Buyer shall assume, the Personal Property Leases and Cure Amounts or Estimated Cure Payments designated as Purchased Assets on Schedule 2.5(c). (d) The Assumed Agreements are listed on Exhibit A hereto and Contracts are identified by the date of the Assumed Agreement Contracts (if available), the other party or parties to the Assumed Agreement Contract and the address of such party or parties (if available), as the case may be, and the other material terms thereof. To the extent any such information is set forth on Exhibit A Schedule 2.5(a), Schedule 2.5(b) or Schedule 2.5(c), as the case may be, and is later determined by a Seller not to be available or to be inaccurate in any material respectrespect that could reasonably be expected to have a material adverse effect, the Sellers Seller shall promptly notify the Buyer of any such lack of availability or inaccuracy. Exhibit A shall set Schedule 2.5(a), Schedule 2.5(b) or Schedule 2.5(c), as the case may be, sets forth the estimated amounts necessary to cure defaults, if any, under each of such the Assumed Agreements Contracts as determined by the Sellers Seller based on the applicable Seller's books and records, subject to amendment of the Cure Payments by a Seller Seller, after notice to Buyer, from time to timetime until the Closing Date. From and after the date hereof until three (3) Business Days prior to the commencement of the Sale HearingAuction, (a) Buyer shall have the Sellers shall right to make such additions to and deletions from to the list of Assumed Agreements set forth on Exhibit A Contracts as the Buyer may elect in its sole discretion, and (b) Buyer and Seller shall request negotiate in good faith to agree upon any revisions to Schedule 2.2 and shall give the respective counsels to the Prepetition Agent and the Creditors' Committee prompt notice of any such addition or deletionSchedule 2.3. (be) If there exists on the Closing Date any default related to under an Assumed AgreementContract, the Buyer shall be responsible for any and the payment of all amounts necessary to cure such default pursuant to Section 365(b)(1) of the Bankruptcy Code as a condition precedent to the assumption and assignment of such Assumed Contract (the "Cure Payments"). (f) Buyer shall be solely responsible for all costs and expenses necessary in connection with providing adequate assurance of future performance with respect to any of the Assumed Contracts under Section 365(b)(1) of the Bankruptcy Code (the "Cure Expenses," and together with the Cure Payment, collectively, the "Cure Amounts"). (g) Buyer and Seller each shall use commercially reasonable efforts to obtain an order of the Bankruptcy Court to assign the Assumed Contracts to Buyer. In the event Seller is unable to assign any such Assumed Contract to Buyer pursuant to an order of the Bankruptcy Court, Seller shall use its commercially reasonable efforts to obtain, or cause to be cured pursuantobtained, prior to the Closing Date, all written consents necessary to convey to Buyer the benefit of such Assumed Contract.

Assumption of Certain Leases and Other Contracts. The Sale Order Sellers shall provide for the assumption by the applicable Seller assume and assignment assign to the Buyer, effective upon the Closing, of the Assumed Agreements on the following terms and conditions: (a) At From and after the ClosingClosing Date until 120 days thereafter, the applicable Seller Sellers shall assume and such Sellers shall assign to the Buyer the Assumed AgreementsAgreements pursuant to Section 365 of the Bankruptcy Code. The Assumed Agreements are listed on Exhibit A hereto hereto, as amended from time to time pursuant to this Section 2.5(a), and are identified by the date of the Assumed Agreement (if available), the other party or parties to the Assumed Agreement and the address of such party or parties (if available), as the case may be. To the extent any such information is set forth on Exhibit A and is later determined by a Seller not to be available or to be inaccurate in any material respect, the Sellers shall promptly notify the Buyer of any such lack of availability or inaccuracy. Exhibit A shall set forth the estimated amounts necessary to cure defaults, if any, under each of such Assumed Agreements as determined by the Sellers based on the applicable Seller's books and records, subject to amendment of the Cure Payments by a Seller from time to time. From and after the date hereof until three (3) Business Days prior to 120 days following the commencement of the Sale HearingClosing Date, the Sellers Buyer shall have the right, in its sole discretion, to make such additions to and deletions from to the list of Assumed Agreements set forth on Exhibit A as the Buyer by delivering a marked copy of such list to Sellers, and such changes shall request and be effective immediately upon receipt by Sellers. The Sellers shall give prompt notice of such addition or deletion to the counter-party to such agreement, and to the respective counsels to the Prepetition Pre-petition Agent, the Post-petition Agent and the Creditors' Committee prompt notice of any such addition or deletionCommittee. (b) If there exists on the Closing Date any default related to an Assumed AgreementAgreement which is required to be cured as a condition to the Sellers' assumption and assignment pursuant to Section 365(a) of the Bankruptcy Code, the Buyer shall promptly cure any such default (including, paying any and all such amounts, whether arising pre-petition or post-petition, to effect such cure pursuant to Section 365(a) of the Bankruptcy Code) as a condition to the assumption and assignment of such Assumed Agreement. From time to time after the Closing, the Buyer shall provide funds to the Sellers or directly to the counter-party thereto (by wire transfer of immediately-available U.S. funds) in an amount sufficient to pay all such cure amounts required by the Bankruptcy Court, unless otherwise agreed by such counter-party, as a condition for assumption and assignment of the Assumed Agreements. Immediately upon receipt by the Sellers of such funds, the Sellers shall hold such funds in trust for such counter-party, and shall pay all cure amounts for such Assumed Agreements. The Buyer alone shall be liable for payment of any cure payment in respect of any Assumed Agreement. From and after the Closing Date, the Buyer shall designate the contracts and other agreements of Sellers that it desires Sellers to reject and Sellers shall promptly make appropriate motions with the Bankruptcy Court and take all other action to reject all such designated contracts and other agreements. In the case of non-residential real property leases, such notice shall be irrevocable and accompanied by delivery of all keys to the subject premises in the Buyer's possession. (c) The Buyer shall be responsible for demonstrating and providing adequate assurance of future performance and any and all amounts to be cured pursuantcosts and expenses necessary in connection therewith regarding any of the Assumed Agreements under Section 365 of the Bankruptcy Code.

Assumption of Certain Leases and Other Contracts. The Sale Order shall provide for the assumption by Seller, and the applicable Seller and assignment Sale Order shall, to the extent permitted by law, provide for the assignment by Seller, to Buyer, effective upon the Closing, of the Assumed Agreements Contracts on the following terms and conditions: (a) At the Closing, the applicable Seller shall assume and assign to Buyer, and Buyer shall assume, the executory contracts, Intellectual Property Agreements and Cure Amounts or Estimated Cure Payments designated as Purchased Assets on Schedule 2.5(a). (b) At the Closing, Seller shall assume and assign to Buyer, and Buyer shall assume, the Assumed Agreements. Real Property Leases and Cure Amounts or Estimated Cure Payments designated as Purchased Assets on Schedule 2.5(b). (c) At the Closing, Seller shall assume and assign to Buyer, and Buyer shall assume, the Personal Property Leases and Cure Amounts or Estimated Cure Payments designated as Purchased Assets on Schedule 2.5(c). (d) The Assumed Agreements are listed on Exhibit A hereto and Contracts are identified by the date of the Assumed Agreement Contracts (if available), the other party or parties to the Assumed Agreement Contract and the address of such party or parties (if available), as the case may be, and the other material terms thereof. To the extent any such information is set forth on Exhibit A Schedule 2.5(a), Schedule 2.5(b) or Schedule 2.5(c), as the case may be, and is later determined by a Seller not to be available or to be inaccurate in any material respect, the Sellers Seller shall promptly notify the Buyer of any such lack of availability or inaccuracy. Exhibit A shall set Schedule 2.5(a), Schedule 2.5(b) or Schedule 2.5(c), as the case may be, sets forth the estimated amounts necessary to cure defaults, if any, under each of such the Assumed Agreements Contracts as determined by the Sellers Seller based on the applicable Seller's books and records, subject to amendment of the Cure Payments by a Seller Seller, after notice to Buyer, from time to timetime until the Closing Date. From and after the date hereof until three (3) Business Days prior to the commencement of the Sale HearingAuction, (a) Buyer shall have the Sellers shall right to make such additions to and deletions from to the list of Assumed Agreements set forth on Exhibit A Contracts as the Buyer may elect in its sole discretion, and (b) Buyer and Seller shall request negotiate in good faith to agree upon any revisions to Schedule 2.2 and shall give the respective counsels to the Prepetition Agent and the Creditors' Committee prompt notice of any such addition or deletionSchedule 2.3. (be) If there exists on the Closing Date any default related to under an Assumed AgreementContract, the Buyer shall be responsible for any and the payment of all amounts necessary to cure such default pursuant to Section 365(b)(1) of the Bankruptcy Code as a condition precedent to the assumption and assignment of such Assumed Contract (the "Cure Payments"). (f) Buyer shall be solely responsible for all costs and expenses necessary in connection with providing adequate assurance of future performance with respect to any of the Assumed Contracts under Section 365(b)(1) of the Bankruptcy Code (the "Cure Expenses," and together with the Cure Payment, collectively, the "Cure Amounts"). (g) Seller shall use its commercially reasonable efforts to obtain an order of the Bankruptcy Court to assign the Assumed Contracts to Buyer. In the event Seller is unable to assign any such Assumed Contract to Buyer pursuant to an order of the Bankruptcy Court, Seller shall use its commercially reasonable efforts to obtain, or cause to be cured pursuantobtained, prior to the Closing Date, all written consents necessary to convey to Buyer the benefit of such Assumed Contract. 11

Assumption of Certain Leases and Other Contracts. The Sale Order shall provide for the assumption by Seller, and the applicable Seller and assignment Sale Order shall, to the extent permitted by law, provide for the assignment by Seller, to Buyer, effective upon the Closing, of only those Assumed Contracts which Buyer, in its sole and absolute discretion, determines to assume as of the Assumed Agreements on the following terms and conditionsClosing: (a) At the Closing, the applicable Seller shall assume and assign to the Buyer, and Buyer shall assume, the Assumed Agreements. , Intellectual Property Agreements and Cure Amounts or Estimated Cure Payments designated as Purchased Assets by Buyer at the Closing. (b) At the Closing, Seller shall assume and assign to Buyer, and Buyer shall assume, the Real Property Leases and Cure Amounts or Estimated Cure Payments designated as Purchased Assets by Buyer at the Closing. (c) At the Closing, Seller shall assume and assign to Buyer, and Buyer shall assume, the Personal Property Leases and Cure Amounts or Estimated Cure Payments designated as Purchased Assets by Buyer at the Closing. (d) The Assumed Agreements are listed on Exhibit A hereto and Contracts are identified by the date of the Assumed Agreement Contracts (if available), the other party or parties to the Assumed Agreement Contract and the address of such party or parties (if available), as the case may be, and the other material terms thereof. The parties acknowledge that the Assumed Vendor Liabilities shall not be deemed to be, or included in, the Assumed Contracts. To the extent any such information is set forth on Exhibit A Schedule 2.5(a), Schedule 2.5(b) or Schedule 2.5(c), as the case may be, and is later determined by a Seller not to be available or to be inaccurate in any material respect, the Sellers Seller shall promptly notify the Buyer of any such lack of availability or inaccuracy. Exhibit A shall set Schedule 2.5(a), Schedule 2.5(b) or Schedule 2.5(c), as the case may be, sets forth the estimated amounts necessary to cure defaults, if any, under each of such the Assumed Agreements Contracts as determined by the Sellers Seller based on the applicable Seller's ’s books and records, subject to amendment of the Cure Payments by a Seller Seller, after notice to Buyer, from time to timetime until the Closing Date. From and after the date hereof until three the Closing Date (3a) Business Days prior Buyer shall have the right to the commencement of the Sale Hearing, the Sellers shall make such additions to and deletions from to the list of Assumed Agreements set forth on Exhibit A Contracts as the Buyer may elect, in its sole discretion, and (b) Buyer and Seller shall request negotiate in good faith to agree upon any revisions to Schedule 2.2 and shall give the respective counsels to the Prepetition Agent and the Creditors' Committee prompt notice of any such addition or deletionSchedule 2.3. (be) If there exists on the Closing Date any default related to under an Assumed AgreementContract, the Buyer shall be responsible for any and the payment of all amounts necessary to cure such default pursuant to Section 365(b)(1) of the Bankruptcy Code as a condition precedent to the assumption and assignment of such Assumed Contract (the “Cure Payments”), in the manner provided for in Section 3.2 of this Agreement, immediately following Closing. (f) Buyer shall be solely responsible for all costs and expenses necessary in connection with providing adequate assurance of future performance with respect to any of the Assumed Contracts under Section 365(b)(1) of the Bankruptcy Code (the “Cure Expenses,” and together with the Cure Payment, collectively, the “Cure Amounts”). (g) Seller shall use its commercially reasonable efforts to obtain an order of the Bankruptcy Court to assign the Assumed Contracts to Buyer. In the event Seller is unable to assign any such Assumed Contract to Buyer pursuant to an order of the Bankruptcy Court, Seller shall use its commercially reasonable efforts to obtain, or cause to be cured pursuantobtained, prior to the Closing Date, all written consents necessary to convey to Buyer the benefit of such Assumed Contract.