Contract Rejection and Assumption Sample Clauses

Contract Rejection and Assumption. (a) Purchaser may from time to time prior to the Closing add to the Acquired Assets any executory contract or lease of the Seller (a “Designated Contract”) by providing notice to Seller. Such designation shall not modify the Purchase Price. Prior to Closing, Purchaser shall be entitled to remove any Designated Contract from the Acquired Assets list without penalty. If any executory Contract so added to the Designated Contracts cannot reasonably be assumed and assigned at the Closing, Seller shall expeditiously seek and effect the assumption and assignment to Purchaser of such Contracts after the Closing, but in any event within 30 days after the Closing. (b) Purchaser may from time to time after the Closing, but not later than 30 days after the Closing, request that Seller file a motion to assume and assign any additional executory Contract to Purchaser, provided that Seller has not previously rejected such Contract. Seller shall use its reasonable best efforts to effectuate such assumption and assignment. (c) Pursuant to Section 1.2(a) and (b) above, Purchaser may direct that a Designated Contract be assumed and assigned to a Designee, subject to an order approving such assumption and assignment, which Designee shall directly assume responsibility for any cure payments on such Designated Contracts pursuant to Section 1.3(a) below. Seller shall have a reasonable opportunity to review each such designation to determine whether the Designee has the financial ability to perform and can meet the requirements of Section 365(f) of the Bankruptcy Code, provided that Seller may reject such designation only if it determines, in its reasonable business judgment, that such Designee does not satisfy such requirements. Seller’s reasonable rejection of any such designation shall not be a breach of Seller’s representations, warranties, or covenants and shall not be a failure of conditions precedent to Closing or otherwise entitle Purchaser to terminate this Agreement.
Sample 1Sample 2
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Contract Rejection and Assumption. SCHEDULE 2.7 sets forth a complete and accurate list prepared by Debtor of all Executory Contracts of Debtor as of the date of this Agreement, including (for each) Debtor's good faith estimate of the aggregate amount of Cure Costs as of the date hereof or other actions required to cure any defaults or breaches under such Contracts at the Closing. The agreements identified on SCHEDULE 2.7 (collectively, the "Designated Contracts List") with an asterisk are referred to in this Agreement collectively as the "Designated Contracts." The Designated Contracts are included within the Acquired Assets, and at the Closing, subject to Section 365 of the Bankruptcy Code, Debtor shall assign all of the Designated Contracts to Purchaser, on the terms and subject to the conditions of this Agreement. At least five Business Days prior to the Sale Hearing, Debtor shall update the Designated Contracts List and its good faith estimate of Cure Costs for the Contracts on SCHEDULE 2.7. Purchaser shall have the option, exercisable no later than two Business Days prior to the Closing Date, to exclude from the Acquired Assets any Contract or pending proposal, whether or not previously identified as a Designated Contract, or to add to the Acquired Assets as a Designated Contract, any Contract, whether or not previously identified as a Designated Contract, or pending proposals. Upon exercise of the option in the preceding sentence, the Designated Contracts List shall be deemed to be modified to give effect to such change as of the date hereof; provided that notwithstanding anything herein to the contrary, Debtor shall, pursuant to Section 365 of the Bankruptcy Code and the terms of this Agreement, move the Bankruptcy Court for the entry of a Final Order authorizing Debtor to assign to Purchaser at the Closing any Contract added to the Acquired Assets by Purchaser pursuant to the exercise of the option in the previous sentence that was not previously included on the Designated Contracts List ("Added Contracts"). If any Added Contract cannot be assigned to Purchaser at the Closing, Debtor shall use reasonable efforts following the Closing to obtain that relief expeditiously.
Sample 1
Contract Rejection and Assumption. SCHEDULE 1.2 is a list of executory contracts and unexpired leases (each a "Designated Contract" and collectively, the "Designated Contracts") that Seller shall assume and assign to Purchaser at Closing. (For greater certainty, (a) the contracts and leases on that list labeled "Reject" or any similar label and (b) those customer contracts that Purchaser notifies Seller in writing at or prior to Closing it will not acquire, shall not be assumed and assigned and shall not be deemed to be "Designated Contracts" for purposes of this Agreement.) The Designated Contracts are included within the Acquired Assets.
Sample 1
Contract Rejection and Assumption. Attached as Schedule --------------------------------- -------- 1.2(1) is a true and complete list prepared by Seller of the following: (1) all ------ potentially executory Contracts of Seller and its Subsidiaries as of the date of this Agreement that relate to (a) the Intellectual Property of Sellers or its Subsidiaries, (b) the alliance relationships of Seller or its Subsidiaries, or (c) the provision of professional consulting services by Seller or its Subsidiaries, including, without limitation, statements of work and pending proposals to provide professional consulting services, including for each of the Contracts identified in clauses (a), (b) and (c), Seller's good faith estimate of the aggregate amount or other actions required to cure any defaults or breaches under those Contracts (the "Designated Contracts List"). Attached as Schedule 1.2
Sample 1
Contract Rejection and Assumption. Attached as Schedule --------------------------------- -------- 1.2(1) is a true and complete list prepared by Seller of the following: (1) all ----- potentially executory Contracts of Seller and its Subsidiaries as of the date of this Agreement that relate to (a) the Intellectual Property of Sellers or its Subsidiaries, (b) the alliance relationships of Seller or its Subsidiaries, or (c) the provision of
Sample 1

Related to Contract Rejection and Assumption

  • Acceptance and Assumption Assignee hereby accepts the foregoing assignment and further hereby assumes and agrees to perform, from and after January 1, 2002, all duties, obligations and responsibilities of the property manager arising under the Agreement.

  • 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 The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

  • 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.

  • Payoffs and Assumptions The Seller shall provide to the Purchaser, or its designee, copies of all assumption and payoff statements generated by the Seller on the related Mortgage Loans from the related Cut-off Date to the related Transfer Date.

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

  • 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.

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

  • INSPECTION AND ACCEPTANCE Cisco may reject any or all of the Work which does not conform to the applicable requirements within 10 business days of Supplier’s delivery of the Work. At Cisco’s option, Cisco may (i) return the non- conforming Work to Supplier for a refund or credit; (ii) requires Supplier to replace the non-conforming Work; or (iii) repair the non-conforming Work so that it meets the requirements. As an alternative to (i) through (iii), Cisco may accept the non-conforming Work conditioned on Supplier providing a refund or credit in an amount Cisco reasonably determines to represent the diminished value of the non-conforming Work. Cisco’s payment to Supplier for Work prior to Xxxxx’s timely rejection of such Work as non- conforming will not be deemed as acceptance by Xxxxx.

  • Assignment and Acceptance The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, 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.

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