Assumption of Service Contracts. An assumption of the Contracts which Buyer has elected to assume, which will include an indemnification by Buyer of Seller for all owner obligations accruing on or after the Date of Closing.
Assumption of Service Contracts an assumption of the Contracts which Buyer has elected to assume, which will include an indemnification by Buyer of Seller for all owner obligations accruing on or after the Date of Closing.
Assumption of Service Contracts. As of the Closing Date (as defined in the Agreement), Assignee accepts said assignment of the Service Contracts and, subject to the terms of the Agreement, assumes all of Assignor's obligations under the Service Contracts for the balance of the terms thereof following the Closing Date.
Assumption of Service Contracts. PSIS will assume, as of the Closing Date, the rights and obligations of Sellers under the Assumed Service Contracts, but only to the extent the corresponding benefits and obligations therefrom are assigned to and assumed by PSIS pursuant to approval of the Bankruptcy Court. If and to the extent that any Seller is in default under any of the Assumed Service Contracts, PSIS shall pay all cure amounts owing under the Assumed Service Contracts upon earlier of the Closing Date or entry of an order by the Bankruptcy Court authorizing the assumption and assignment of the Assumed Service Contracts, which amounts shall be an offset against the amount due under the Promissory Note delivered in payment of the purchase price in accordance with Section 3.2(a).
Assumption of Service Contracts. LICENSES AND PERMITS
Assumption of Service Contracts. By not later than ten (10) Business Days after the Effective Date, Purchaser shall deliver written notice to Seller (the “Service Contracts Notice”) specifying any Service Contracts which Purchaser desires to terminate at Closing (collectively, the remaining contracts, the “Assumed Contracts”), and, subject to the remainder of this Section 7.11, Purchaser shall assume at Closing all Assumed Contracts. Seller shall terminate, at its sole cost and expense subject to the balance of this Section 7.11, all other Service Contracts (the “Terminated Contracts”) by not later than the Closing Date. If Purchaser fails to deliver the Service Contracts Notice on or before the expiration of the Due Diligence Period, then Purchaser shall be deemed to have elected to assume all Service Contracts. To the extent that any Service Contract to be assigned to Purchaser is either (i) assignable but requires the applicable vendor to consent to the assignment and assumption of the Service Contract by Seller to Purchaser, or (ii) is not assignable (either by its terms or applicable law), then, prior to the Closing, Seller shall be responsible for obtaining from each applicable vendor a consent (each a “Required Assignment Consent”) to such assignment and assumption, provided, that shall not be and shall not be deemed to be a breach of or default under this Agreement nor shall termination or assumption of any Service Contract be a condition precedent to Purchaser’s obligation to close the transaction hereunder. Purchaser shall be responsible for the costs under any Service Contract that remains in effect as of Closing in order for any notice period to expire and for all termination fees under any Terminated Contracts. Any provision of this Agreement to the contrary notwithstanding, any property management agreement or leasing agreement shall be terminated effective as of the Closing Date, and, notwithstanding anything contained in this Agreement to the contrary, such agreements shall not be or be deemed to be Service Contracts.
Assumption of Service Contracts. FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, , a (“Assignor”), hereby assigns and transfers to , a (“Assignee”), all of Assignor’s right, title and interest in and to all service contracts and agreements set forth on Schedule “2” attached hereto and incorporated herein by this reference (collectively, the “Service Contracts”), pertaining to the real property described on Schedule “1” attached hereto and incorporated herein by this reference (the “Property”).
Assumption of Service Contracts. Within five (5) days after the date of this Agreement, Buyer shall notify Seller in writing of which Service Contracts, if any, it intends to assume at Closing. Buyer's failure to so notify Seller shall be conclusively deemed to be Buyer's election to assume all Service Contracts. Notwithstanding the foregoing, Buyer shall assume all Service Contracts which (a) cannot be terminated upon thirty days' or less notice or (b) cannot be terminated without penalty. Seller shall cause all Service Contracts which Buyer has elected not to assume in accordance with this Section (other than those Service Contracts described in the immediately preceding sentence) to be terminated as of the Closing; provided, however, that in the event such Service Contracts cannot be terminated at Closing, then the amounts due thereunder shall be prorated as of the Closing.
Assumption of Service Contracts. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Assignee hereby assumes each Service Contract. The Assignee shall perform all of the obligations required to be performed by the Assignor under each Service Contract after the Effective Date as defined in Section 3. The Assignee shall indemnify and hold the Assignor harmless with respect to any cost, damage, expense or other liability, including reasonable attorneys’ fees, which the Assignor incurs as a result of a breach or default by the Assignee of its obligation under this Section 2.
Assumption of Service Contracts. In accordance with Section 7.5 of the Purchase Agreement, the Service Contracts Buyer wishes to assume are set forth on Exhibit F attached hereto.
