Common use of Assumption of Contracts Clause in Contracts

Assumption of Contracts. Notwithstanding anything otherwise set forth herein, Purchasers’ rights under Contracts of the Liquid Finishing Business, including the Scheduled Contracts, the Acquired ITW Ancillary Agreements and any Acquired Contracts assumed hereunder, are assumed subject to the rights of third parties to the extent such third parties have contractual rights that require prior approval or consent in connection with the transfer or assignment of the Contracts pursuant to the terms of any such Contracts. In the event that any such consent, approval or waiver shall not have been obtained prior to the Closing Date, and thereafter if any other party to a contract objects to the transfer of an Acquired Contract as a breach of such Contract, then as of the Closing, this Agreement, to the extent permitted by Applicable Law and such Contract, shall constitute full and equitable assignment by Sellers to Purchasers of all of Sellers’ right, title and interest in, to and under such assumed contracts (provided, however, that, except as otherwise expressly set forth in Article 4, Graco and Graco US Finishing Brands make no representation or warranty with respect to the transfer or assignability of any such contract). Upon request, Graco shall, and shall cause Sellers to, use commercially reasonable efforts to assist Purchasers in obtaining consents or approvals from third parties as may be necessary to complete any transfer of any such contract. To the extent that any such requested consents and waivers are not obtained, (i) until the impediments to any such assignment are resolved, Graco shall, and shall cause Sellers to, use commercially reasonable efforts to (a) provide to Purchasers the benefits of any such contract, (b) hold all monies and other consideration received by Sellers thereunder on and after the Closing Date in trust for the account of Purchasers, (c) remit such money or other consideration to Purchasers reasonably promptly and (d) enforce, at the request of and for the account of Purchasers, at Purchasers’ sole expense, any rights of Sellers arising from any such contract against any third Person. From and after the Closing Date, Sellers authorize Purchasers to receive all the benefits of Sellers under any such contracts, and appoint Purchasers their attorney-in-fact to act in its name on its behalf with respect thereto. The provisions of this Section 6.1(m) shall not limit, modify or otherwise affect any representation or warranty of Graco or Graco US Finishing Brands under this Agreement.

Assumption of Contracts. Notwithstanding anything otherwise set forth herein, Purchasers’ rights 5.1 With effect from the Completion Date the Purchaser shall be entitled to the benefits under [the SGT/the MGT/IST] Contracts of the Liquid Finishing [Local SGT Business/Local MGT/IST Business] (the “Assumed Contracts”), including without limitation those listed in Exhibit 5.1 hereto. Pending the Scheduled Contractsconsent where necessary of the other contracting parties, the Acquired ITW Ancillary Agreements and any Acquired Contracts assumed hereunder, are assumed subject to the rights of third parties to the extent such third parties have contractual rights that require prior approval or consent in connection with the transfer or assignment of the Contracts pursuant to the terms of any such Contracts. In the event that any such consent, approval or waiver shall not have been obtained prior to the Closing Date, and thereafter if any other party to a contract objects to the transfer of an Acquired Contract as a breach of such Contract, then as of the Closing, this Agreement, to the extent permitted by Applicable Law and such Contract, shall constitute full and equitable assignment by Sellers to Purchasers of all of Sellers’ right, title and interest in, to and under such assumed contracts (provided, however, that, except as otherwise expressly set forth in Article 4, Graco and Graco US Finishing Brands make no representation or warranty with respect to the transfer or assignability of any such contract). Upon request, Graco shall, and shall cause Sellers to, use commercially reasonable efforts to assist Purchasers in obtaining consents or approvals from third parties as may be necessary to complete any transfer of any such contract. To the extent that any such requested consents and waivers are not obtained, (i) until the impediments to any such assignment are resolved, Graco shall, and shall cause Sellers to, use commercially reasonable efforts to (a) provide to Purchasers Seller will hold the benefits of any such contract, (b) hold all monies and other consideration received by Sellers thereunder on and after under the Closing Date in trust Assumed Contracts for the account of Purchasersthe Purchaser, (c) remit and in particular shall receive any payment made to the Seller in respect of the Assumed Contracts as trustee for the Purchaser and shall account to the Purchaser for such money or payment within five Business Days of its receipt. 5.2 With effect from the Completion Date the Seller shall be entitled to the benefits under the Retained Contracts. Pending the consent where necessary of the other consideration to Purchasers reasonably promptly and (d) enforcecontracting parties, at the request of and Purchaser will hold the benefits under the Retained Contracts for the account of Purchasersthe Seller and in particular shall receive any payment made to the Purchaser in respect of the Retained Contracts as trustee for the Seller and shall account to the Seller for such payment within five Business Days of its receipt. 5.3 Save as expressly stated otherwise and without prejudice to clauses 3.1, at Purchasers’ sole expense3.3, 5.1 and 5.2: (a) each party shall use its reasonable endeavours to procure the assignments, novations, consents, approvals and waivers (“Third Party Consents”) that are necessary in order to pass the benefit (subject to the burden) of each Assumed Contract to the Purchaser and where there is a choice of method of so passing the benefit (subject to the burden) of an Assumed Contract, provided that there is no disadvantage to either party in pursuing novation of that contract as opposed to any rights of Sellers arising from any such other method, the contract against any third Person. From and after in question shall be novated; (b) the Closing Date, Sellers authorize Purchasers to receive all the benefits of Sellers under any such contracts, and appoint Purchasers their attorney-in-fact to act in its name on its behalf with respect thereto. The provisions of this Section 6.1(mclause 5.3(a) shall not limit, modify apply where the Purchaser has reasonable cause to believe that to apply them may be disadvantageous to the [Local SGT Business/Local MGT/IST Business] whether because it would result in the counterparty treating the Assumed Contract as repudiated or otherwise affect so long as the party holding such belief shall first have consulted the other party in good faith; and (c) insofar as the Completion Date a Third Party Consent has not been obtained in relation to any representation Assumed Contract (such contract being referred to in this clause as a “Non-Assignable Assumed Contract”): (i) this Agreement shall not constitute an assignment or warranty attempted assignment if the same would be illegal or would constitute a breach of Graco any Non-Assignable Assumed Contract; (ii) unless and until such Third Party Consent has been obtained and accordingly the Non-Assignable Assumed Contract has been conveyed: (1) the original contracting party shall continue its corporate existence and shall co-operate in any reasonable arrangements designed to provide for the Purchaser the benefits under the Non-Assignable Assumed Contract; (2) the Purchaser shall carry out, perform and complete all the obligations and liabilities of the original contracting party under or Graco US Finishing Brands in relation to the Non-Assignable Assumed Contract as the original contracting party’s sub-contractor or agent provided that such sub-contracting or agency is permissible and lawful under this Agreementthe Non-Assignable Assumed Contract; (3) the original contracting party shall give all such assistance as the Purchaser may reasonably require to enable the Purchaser to enforce its rights under or in relation to the Non-Assignable Assumed Contract including, at the Purchaser’s request, a power of attorney enabling the Purchaser to deal with the Non-Assignable Assumed Contract; (4) the original contracting party shall provide access to the Purchaser to all relevant books, records and other documents and information in relation to the Non-Assignable Assumed Contract as the Purchaser may reasonably require; and (5) the original contracting party shall deliver promptly to the Purchaser any correspondence, notice or other document or item received by it in relation to the Non-Assignable Assumed Contract.

Assumption of Contracts. Notwithstanding anything otherwise set forth herein, PurchasersBuyer’s and Buyer Designees’ rights under Assigned Contracts of the Liquid Finishing Business, including the Scheduled Contracts, the Acquired ITW Ancillary Agreements and any Acquired Contracts Business upon being assumed hereunder, hereunder are assumed subject to the rights of third parties to the extent such third parties have contractual rights that require prior approval or consent in connection with the transfer or assignment of the Assigned Contracts pursuant to the terms of any such ContractsContract. In the event that any such consent, approval or waiver shall not have been obtained prior to the Closing Date, and thereafter if any other party to a contract an Assigned Contract objects to the such transfer of an Acquired Contract as a breach of such Contractany agreement therewith, then as of the Closing, this Agreement, to the extent permitted by Applicable Law Laws and such said Assigned Contract, shall constitute full and equitable assignment by Sellers Seller or its applicable Affiliate to Purchasers Buyer or the applicable Buyer Designee of all of SellersSeller’s or its Affiliates’ right, title and interest in, to and under such assumed contracts (provided, however, that, except as otherwise expressly set forth in Article 4, Graco and Graco US Finishing Brands make no representation or warranty with respect to the transfer or assignability of any such contract)Contract. Upon request, Graco shall, and Seller shall cause Sellers to, use commercially reasonable efforts to assist Purchasers Buyer or the applicable Buyer Designee in obtaining consents or approvals from third parties as may be necessary to complete any transfer of any such contractContract. To the extent that any such requested consents and waivers are not obtained, (i) obtained until the impediments to any such assignment are resolved, Graco Seller shall, and shall cause Sellers its Affiliates to, use commercially reasonable commercial efforts to (a) provide to Purchasers Buyer the benefits of any such contractContract, (b) hold all monies and other consideration received by Sellers Seller thereunder on and after the Closing Date in trust for the account of PurchasersBuyer or the applicable Buyer Designee, (c) remit such money or other consideration to Purchasers Buyer or the applicable Buyer Designee reasonably promptly and (d) enforce, at the request of and for the account of PurchasersBuyer or the applicable Buyer Designee, at Purchasers’ Buyer’s sole expense, any rights of Sellers Seller arising from any such contract against any third Person. From and after the Closing Date, Sellers authorize Purchasers Seller authorizes Buyer or the applicable Buyer Designee to receive all the benefits of Sellers Seller under any such contractsContracts for the period commencing on the Closing Date, and appoint Purchasers their appoints Buyer or the applicable Buyer Designee its attorney-in-fact to act in its name on its behalf with respect thereto. The provisions of this Section 6.1(m) shall not limit, modify or otherwise affect any representation or warranty of Graco or Graco US Finishing Brands under this Agreement.

Assumption of Contracts. Notwithstanding anything otherwise set forth herein, Purchasers’ rights under Contracts of the Liquid Finishing Business, including the Scheduled Contracts, the Acquired ITW Ancillary Agreements and any Acquired Contracts assumed hereunder, are assumed The sale or exchange contemplated hereunder shall be made subject to any and all existing operating agreements, unit agreements, unit orders, transportation agreements, gas balancing agreements, and gas processing or handling agreements, as well as any and all other agreements, permits, franchises, leases, licenses, easements and rights-of-way including without limitation, overage/shortage agreements and exchange agreements to which the rights of third parties to PROPERTY is subject. To the extent such third parties agreements may be assigned and delegated, and provided that Closing is completed hereunder, SELLER shall be deemed to have contractual assigned and delegated, and does hereby assign and delegate, such agreements and SELLER's rights that require prior approval or consent under the confidentiality agreements executed with other potential bidders in connection with the transfer or assignment of Bid Solicitation Package for the Contracts pursuant PROPERTY to the terms of any such Contracts. In the event that any such consent, approval or waiver shall not have been obtained prior to the Closing DatePURCHASER, and thereafter if any other party PURCHASER shall assume and be responsible for and does hereby assume and agree to a contract objects to the transfer be responsible for all obligations of an Acquired Contract as a breach of such Contract, then as of the Closing, this Agreement, to the extent permitted by Applicable Law and such Contract, shall constitute full and equitable assignment by Sellers to Purchasers of all of Sellers’ right, title and interest in, to and SELLER accruing under such assumed contracts (provided, however, that, agreements except as otherwise expressly set forth those obligations specifically retained by SELLER in Article 4, Graco and Graco US Finishing Brands make no representation or warranty with respect subsection 11(c) of this AGREEMENT. PURCHASER agrees to the transfer or assignability of seek any such contract). Upon request, Graco shall, and shall cause Sellers to, use commercially reasonable efforts to assist Purchasers in obtaining necessary consents or approvals from third parties as may be necessary to complete any for the assignment and transfer of such agreements from SELLER to PURCHASER. SELLER shall assist PURCHASER in obtaining all such consents and approvals. If such agreements may not be assigned or delegated, SELLER may, at its sole discretion, perform such agreements on behalf of PURCHASER and PURCHASER shall promptly, upon notice, reimburse SELLER for its respective costs, expenses and obligations incurred in performing such agreements; provided that if any such contract. To agreements are terminable, PURCHASER shall have the extent that any right to require SELLER to terminate such requested consents agreements and waivers are not obtained, (i) until the impediments to any such assignment are resolved, Graco shall, PURCHASER shall be responsible for and shall cause Sellers to, use commercially reasonable efforts to (a) provide to Purchasers the benefits of any such contract, (b) hold all monies and other consideration received by Sellers thereunder on and after the Closing Date in trust for the account of Purchasers, (c) remit such money or other consideration to Purchasers reasonably promptly and (d) enforce, at the request of and for the account of Purchasers, at Purchasers’ sole expense, any rights of Sellers arising from any such contract indemnify SELLER against any third Person. From and after the Closing Dateassociated termination fees, Sellers authorize Purchasers to receive all the benefits of Sellers under any such contracts, and appoint Purchasers their attorney-in-fact to act in its name on its behalf with respect thereto. The provisions of this Section 6.1(m) shall not limit, modify costs or otherwise affect any representation or warranty of Graco or Graco US Finishing Brands under this Agreementliabilities.

Assumption of Contracts. Notwithstanding anything otherwise (a) Not later than two Business Days prior to filing the Overbid Procedures Motion, the Purchaser shall notify the Sellers in writing as to any executory contracts that Purchaser wishes to assume at Closing (the "Identified Contracts"). Sellers will set forth hereinthe amount Sellers believe is the amount required to cure defaults or pay damages, Purchasers’ rights under Contracts as provided in ss.365 of the Liquid Finishing BusinessBankruptcy Code, including for each such contract (the Scheduled Contracts, the Acquired ITW Ancillary Agreements and any Acquired Contracts assumed hereunder, are assumed subject "Stated Cure Amount"). If a party to an Assumed Contract fails to object to the rights of third parties Sellers' Stated Cure Amount, such amount shall be considered the Actual Cure Amount. If a party to an Assumed Contract has objected to the extent such third parties have contractual rights that require prior approval or consent in connection with Sellers' Stated Cure Amount and alleged a different cure amount (the transfer or assignment of "Alleged Cure Amount"), then Sellers shall present the Contracts pursuant dispute as to Actual Cure Amount to the terms of any such Contracts. In the event that any such consent, approval or waiver shall not have been obtained prior to the Closing Date, and thereafter if any other party to a contract objects to the transfer of an Acquired Contract as a breach of such Contract, then as of the Closing, this Agreement, to the extent permitted by Applicable Law and such Contract, shall constitute full and equitable assignment by Sellers to Purchasers of all of Sellers’ right, title and interest in, to and under such assumed contracts (provided, however, that, except as otherwise expressly set forth in Article 4, Graco and Graco US Finishing Brands make no representation or warranty with respect to the transfer or assignability of any such contract). Upon request, Graco shall, and shall cause Sellers to, use commercially reasonable efforts to assist Purchasers in obtaining consents or approvals from third parties as may be necessary to complete any transfer of any such contractBankruptcy Court for determination. To the extent that the Stated Cure Amounts, Actual Cure Amounts and/or Alleged Cure Amounts, in the aggregate, exceed $50,000, Sellers shall not be required to assume and assign any contracts that would cause the Cure Amount to exceed $50,000. However, notwithstanding the foregoing, Purchaser may (but shall not be required to) pay such requested consents Actual Cure Amounts in excess of $50,000, in which event, Sellers shall assume and waivers are not obtainedassign such contracts to Purchaser. (b) Notwithstanding the foregoing, in order to permit the Purchaser to enforce the Restrictive Covenant contained in Section 6.2 of the Merger Agreement, Sellers shall assume and assign or cause to be assigned to Purchaser, and Purchaser shall assume the rights and obligations under the following agreements (as modified in accordance with the Agreement Regarding The Assignment of Contracts, Cure Amounts and Related Matters, annexed hereto as Exhibit __): (i) until Merger and Reorganization Agreement, dated as of January 31, 1998, among Global Telecommunication Solutions, Inc., Networks Acquisition Corp., Networks Around the impediments World, Inc., Randolph Cherkas and Gary Ligxxxx, (xx) Xxx-Xegotixxxx Xxxxxxxory Note, dated January 31, 1998, in the amount of $900,000 payable to any such assignment are resolvedRandolph Cherkas, Graco shallexecuted by Xxxxxx Xxxxxxxxunication Solutions, Inc., (iii) Non-Negotiable Promissory Note, dated January 31, 1998, in the amount of $100,000 payable to Gary Liguori, executed by Gloxxx Xxxxxxxxunication Solutions, Inc., (iv) Earn Out Agreement, dated as of January 31, 1998 among Global Telecommunication Solutions, Inc. and Randolph Cherkas, (v) Employmxxx Xxxxxxxxx, xated January 31, 1998, between Global Telecommunication Solutions, Inc. and Randolph Cherkas, and (vi) Emxxxxxxxx Xxxxxxxnt, dated January 31, 1998, between Global Telecommunication Solutions, Inc. and Gary Liguori. The contracts sxxxxxxxxxxx identified in this Section 5.10(b), collectively shall cause Sellers tobe referred to as the "Conditional Contracts". Notwithstanding the provisions of Sections 1.5(a) and 1.5(b)(iv) hereof, use commercially reasonable efforts the Sellers, not the Purchaser, shall be responsible to pay any Cure Amounts due under the Conditional Contracts. In addition, to the extent any payment obligations will come due under the Note payable to Cherkas, listed as (aii) provide above, xxx Xote payable to Purchasers Liguori, listed as (iii) abovx, xx xhe Earn-out Agreement, listed as (iv) above, after Seller shall have assigned and Purchaser shall have assumed the benefits of any such contractConditional Contracts, (b) hold all monies and other consideration received by Sellers thereunder on and after Purchaser shall be given a credit against the Closing Date in trust Purchase Price for the account amount of Purchasers, such ongoing obligations at Closing. (c) remit such money Sellers also shall assign or other consideration cause to Purchasers reasonably promptly be assigned to Purchaser and (d) enforce, at Purchaser shall assume the request of rights and obligations under the lease for the account Sellers' principal place of Purchasersbusiness located at 10 Stow Road, at Purchasers’ sole expenseSuite 200, any rights of Sellers arising from any such contract against any third Person. From and after Marlxxx, Xxx Xxxxxx 00000. (x) Xxx Xxxxxxxxxx Contracts, together with the Closing DateConditional Contracts, Sellers authorize Purchasers collectively shall be referred to receive all as the benefits of Sellers under any such contracts, and appoint Purchasers their attorney-in-fact to act in its name on its behalf with respect thereto. The provisions of this Section 6.1(m) shall not limit, modify or otherwise affect any representation or warranty of Graco or Graco US Finishing Brands under this Agreement"Assumed Contracts".

Assumption of Contracts. Notwithstanding anything otherwise set forth herein, Purchasers’ rights under Contracts of the Liquid Finishing Business, Business including the Scheduled Contracts, the Acquired ITW Ancillary Agreements Contracts and any Acquired Contracts assumed hereunder, hereunder are assumed subject to the rights of third parties to the extent such third parties have contractual rights that require prior approval or consent in connection with the transfer or assignment of the Contracts pursuant to the terms of any such Contracts. In the event that any such consent, approval or waiver shall not have been obtained prior to the Closing Date, and thereafter if any other party to a contract objects to the transfer of an Acquired Contract as a breach of such Contract, then as of the Closing, this Agreement, to the extent permitted by Applicable Law and such Contract, shall constitute full and equitable assignment by Sellers to Purchasers of all of Sellers’ right, title and interest in, to and under such assumed contracts (provided, however, that, except as otherwise expressly set forth in Article 4, Graco and Graco US Finishing Brands Sellers make no representation or warranty with respect to the transfer or assignability of any such contract). Upon request, Graco shall, and Sellers shall cause Sellers to, use commercially reasonable efforts to assist Purchasers in obtaining consents or approvals from third parties as may be necessary to complete any transfer of any such contract. To the extent that any such requested consents and waivers are not obtained, (i) until the impediments to any such assignment are resolved, Graco shall, and Sellers shall cause Sellers to, use commercially reasonable efforts to (a) provide to Purchasers the benefits of any such contract, (b) hold all monies and other consideration received by Sellers thereunder on and after the Closing Date in trust for the account of Purchasers, (c) remit such money or other consideration to Purchasers reasonably promptly and (d) enforce, at the request of and for the account of Purchasers, at Purchasers’ sole expense, any rights of Sellers arising from any such contract against any third Person. From and after the Closing Date, Sellers authorize Purchasers to receive all the benefits of Sellers under any such contracts, and appoint Purchasers their attorney-in-fact to act in its name on its behalf with respect thereto. The provisions of this Section 6.1(m6.1(n) shall not limit, modify or otherwise affect any representation or warranty of Graco or Graco US Finishing Brands Sellers under this Agreement.