Contract Assumption and Assignment Sample Clauses

Contract Assumption and Assignment. In the event of an Insolvency Event that is not dismissed within thirty (30) days of commencement, Supplier shall (a) file within thirty (30) days of the commencement of such Insolvency Event a motion in form and substance satisfactory to Customer seeking to assume each of the contracts with the relevant manufacturers and suppliers in relation to the Products in accordance with section 365 of the Bankruptcy Code or corresponding applicable bankruptcy Law, (b) seek to have an order with respect to such assumption reasonably satisfactory to Customer entered into promptly and no later than sixty (60) days after the commencement of such Insolvency Event and (c) assume and assign such contracts to Customer promptly upon entry of an order approving such assumptions. It is each Party’s intent that each such contract shall remain in full force and effect for the benefit of Customer in accordance with its terms notwithstanding any provision in such contract to the contrary and be fully enforceable by Customer in accordance with its terms, except as modified by any order of a court authorizing and providing for its assumption, or applicable Law. Any monetary defaults under each such contract to be assumed will be satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, by payment by Supplier on or prior to such assumption of such amounts necessary to cure all defaults under such contract. If the assumption or assumption and assignment of any such contract for any reason is held to be invalid, illegal or unenforceable in any respect, that contract shall not affect the obligations of Supplier to assume and assign to Customer each of the other contracts contemplated under and in accordance with this Section 12.05.
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Contract Assumption and Assignment. (a) The fifth sentence of Section 2.3(a) of the Original Agreement is hereby deleted in its entirety and replaced with the following: "A copy of this Agreement shall be served by Exodus, together with the Bidding Procedures Order and a notice of assumption and assignment substantially in the form of Exhibit C attached to the Primary Sale Motion, which notice shall be accompanied by information sufficient for each counterparty to each Contract listed on Part I of Schedule 2.3(a) to identify their respective Contracts and the cure amounts, if any, with respect to each such Contract, on each counterparty to each customer Contract set forth thereon within the time period specified in the Bidding Procedures Order." (b) The second sentence of Section 2.3(a) of the Original Agreement is hereby deleted in its entirety and replaced with the following: "Part I of Schedule 2.3(a), when delivered, shall list all such customer Contracts relating to the top 50 customers of the Business (based on monthly recurring revenue for the month of September 2001) and at least 90% (in number) of all customer Contracts." (c) The eighth sentence of Section 2.3(a) of the Original Agreement is hereby deleted in its entirety and replaced with the following: "To the extent not already included in Part I of Schedule 2.3(a), Part II of Schedule 2.3(a), when delivered by Exodus, shall list at least 95% (by number) of the customer Contracts relating to the top 400 customers of the Business (based on monthly recurring revenue for the month of September 2001)." (d) The tenth sentence of Section 2.3(a) of the Original Agreement is hereby deleted in its entirety and replaced with the following: "A copy of this Agreement shall be served by Exodus, together with the Bidding Procedures Order and a notice of assumption and assignment substantially in the form of Exhibit C attached to the Primary Sale Motion, which notice shall be accompanied by information sufficient for each counterparty to each Contract listed on Part II of Schedule 2.3(a) to identify their respective Contracts and the cure amounts, if any, with respect to each such Contract, on each counterparty to each customer Contract set forth thereon within the time period specified in the Bidding Procedures Order." (e) The reference to "Schedule 2.3(a)" in the second sentence of Section 2.3(b) shall be deemed to refer to "Schedule 2.3(b)". The fourth sentence of Section 2.3(b) of the Original Agreement is hereby deleted in its entirety and...
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Contract Assumption and Assignment. (a) ASSIGNED CONTRACTS. SCHEDULE 2.5(a) to the Sellers' Disclosure Letter sets forth a list of all Contracts relating to the Business. SCHEDULE 2.5(a) is organized according to type of Contract and thereafter by counterparty and, with respect to any Contract that consists of a master agreement and separate purchase orders, statements of work, invoices, supplements, appendices, schedules or amendments, SCHEDULE 2.5(a) describes each such purchase order, statement of work, invoice, supplement, appendix, schedule or amendment in reasonable detail. SCHEDULE 2.5(a) specifies with respect to each Contract set forth thereon, the name of such Contract, the date of such Contract and any amendments thereto, the parties to such Contract, and the correct address for notices to counterparties thereunder. The Sellers shall assign and the Purchaser shall assume those Contracts set forth on SCHEDULE 2.5(a) that are identified by written notice from the Purchaser no later than twenty (20) Business Days after the date hereof as Contracts which the Purchaser desires to assume (collectively, the "ASSIGNED CONTRACTS") (it being understood that there shall be no adjustment to the Purchase Price as a result of any exclusion of properties, assets, Contracts or rights specified in any such notice).
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Contract Assumption and Assignment. Pursuant to Section 365 of the Bankruptcy Code, the Sellers shall assume and assign to the Buyer all executory contracts which the Buyer designates in Sections 1.1(a), (e) and (f) of the Disclosure Schedule except that Buyer may notify the Sellers to withdraw the request to assume and assign one or more of the Real Estate Leases or other executory contracts at any time or from time to time up until the time of the hearing before the Bankruptcy Court to approve the Sale (the "Sale Hearing"). Notwithstanding the foregoing, the Buyer shall request that the Sellers assume and assign to Buyer at least seventeen (17) of the Real Estate Leases (the "Minimum Leases"). The executory contracts so designated and not withdrawn by Buyer are collectively referred to as the "Assigned Contracts." Subject to the Minimum Leases, real estate or other leases which are the subject of any such notification given by Buyer shall be subject to Agent's rights under the Agency and License Agreement. Regardless of when the Bankruptcy Court enters an order authorizing assumption and assignment of a particular Assigned Contract, all Assigned Contracts shall be deemed to be assigned to the Buyer as of the Closing. The Buyer shall be responsible for paying all amounts required to be paid in connection with the assumption of the Assigned Contracts under Section 365(b) of the Bankruptcy Code (which amounts may be established by agreement between the Buyer and the counterparty) (collectively, the "Cure Amounts"), except that Debtors shall be responsible to pay all lease obligations pro-rated from the date of filing and accruing post-petition under the Assigned Contracts through the date of Closing. Buyer shall further be responsible to pay all amounts, subject to any agreed modification, arising after the Closing Date under each Assigned Contract, and shall provide adequate assurance of future performance, where applicable. All Cure Amounts shall be paid by the Buyer on the latest to occur of the Closing Date or the date on which each such Cure Amount is established by Final Order of the Bankruptcy Court or the date or dates established by Agreement between the Buyer and the counterparty to the respective Assigned Contract.
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Contract Assumption and Assignment 
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Related to Contract Assumption and Assignment

  • Assignment and Assumption of Contracts (a) Seller hereby sells, assigns, transfers and conveys to Purchaser all of Seller’s right, title and interest in, to and under those service, supply and similar agreements set forth on Exhibit C, attached hereto and made a part hereof (the “Contracts”). (b) Purchaser hereby assumes all of the covenants, agreements, conditions and other terms and provisions stated in the Contracts which, under the terms of the Contracts, are to be performed, observed, and complied with by the property owner from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable under the Contracts for obligations arising or accruing from and after the date hereof, including with respect to any and all payments coming due under the Contracts for which Purchaser has received a credit or payment on the closing statement executed by Purchaser and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations to be performed by Seller under the Contracts which were required to be performed prior to (but not from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Seller by reason of the failure of Purchaser to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period from and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the failure of Seller to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period prior to the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments, arising before the date hereof (to the extent such Credited Payments were not paid or assigned to Purchaser or for which Purchaser did not receive a credit or payment at Closing).

  • Assignment and Assumption Agreement The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

  • Sale and Assignment On the terms and conditions set forth herein, effective on and as of the Assignment Date, the Assignor hereby sells, assigns and transfers to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, all of the right, title and interest of the Assignor in and to, and all of the obligations of the Assignor in respect of, the Assigned Interest. Such sale, assignment and transfer is without recourse and, except as expressly provided in this Agreement, without representation or warranty.

  • Assignment and Assumption Consent Effective as of the First Amendment Effective Date, for agreed consideration, XXX hereby irrevocably sells and assigns to MBL, and MBL hereby irrevocably purchases and assumes all rights and obligations in its capacity as Lender under the LC Reimbursement Agreement and other Credit Documents, including, without limitation, all of MBL’s rights and obligations with respect to the Collateral and Intercreditor Agreement and the Security Documents (as defined in the Collateral and Intercreditor Agreement, and such Security Documents together with the Collateral and Intercreditor Agreement are referred to herein as the “Security Documents”) (the “Lender Assignment”). Effective as of the First Amendment Effective Date and in accordance with Section 7.9 of the LC Reimbursement Agreement, the Account Party hereby consents to the Lender Assignment.

  • SUBCONTRACT AND ASSIGNMENT This Agreement binds the heirs, successors, assigns and representatives of the Contractor. The Contractor shall not enter into subcontracts for any work contemplated under this Agreement and shall not assign this Agreement or monies due or to become due, without the prior written consent of the General Manager of the Agency or his designee, subject to any required state or federal approval. (Note: list any subcontractors here)

  • Succession and Assignment This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party.

  • Assignment and Assumption of Leases Two (2) counterparts of the Assignment and Assumption of Leases, executed, acknowledged and sealed by Purchaser;

  • CESSION AND ASSIGNMENT The Service Provider shall not cede, assign, abandon or transfer any of its rights and/or obligations in terms of this Agreement (whether in part or in whole) or delegate any of its obligations in terms of this Agreement, without the prior written consent of the Fund.

  • Assignment and Assumption of Lease The Assignment and Assumption ---------------------------------- of Lease;

  • FORM OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

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