AVAILABLE CONTRACTS. 2 1.1 Availability...................................... 2 1.2
AVAILABLE CONTRACTS. 2 1.1 Availability 2 1.2 Modification of Contracts; Suspension or Restriction of Sales 2 1.3 Reinsurance of Contracts 3
AVAILABLE CONTRACTS. As soon as reasonably practicable and no later than the date of this Agreement, Seller shall provide Buyer with a list of all executory Contracts Related to the Business, other than Available Software Contracts, to which one or more Seller Parties is a party (such Contracts, the “Available Contracts” and such list, the “Available Contracts List”), which list may be updated from time to time prior to Closing by the Seller Parties to add any Available Contracts not previously included thereon. At any time following the Agreement Date until (x) with respect to Available Software Contracts, July 28, 2020 or (y) with respect to all other Available Contracts, the later of (i) the date that is three (3) Business Days prior to date of the hearing at which the Bankruptcy Court considers entry of the Sale Order, and (ii) five (5) Business Days after such Available Contract was added to the Available Contracts List (such date, the “Determination Date”), Buyer, in its sole discretion, may deliver one or more written notices to Seller, (each such notice, a “Designation Notice”), pursuant to which Buyer shall designate in writing which Available Software Contracts or Available Contracts, as applicable, that Buyer wishes to assume at Closing (collectively, the “Assumed Contracts”) and provided, that, from time to time until the applicable Determination Date, Buyer may, by written notice to Seller, determine not to assume any Available Software Contracts or Available Contracts, as applicable, previously designated as an Assumed Contract (and from and after such date such Contract shall be an Excluded Contract). All Available Software Contracts or Available Contracts, as applicable that Buyer does not timely designate in writing for assumption pursuant to a Designation Notice shall not be considered Assumed Contracts or Transferred Assets, and shall be deemed Excluded Contracts and Excluded Assets for all purposes under this Agreement. Buyer shall not be responsible for any Cure Costs related to any Excluded Contracts. Upon Buyer’s reasonable request, subject to the limitations set forth in Section 6.02(b), the Seller Parties shall provide additional detailed information as to the post-Closing Liabilities under the Available Software Contracts or Available Contracts, as applicable sufficient for Buyer to make an informed assessment whether to designate such Contract as an Assumed Contract pursuant to this Section 2.05(a).
AVAILABLE CONTRACTS
