Contract Rejection and Assumption Sample Clauses

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
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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.
Sample 1Sample 2
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
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

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 Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Seller.

  • 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.

  • TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

  • 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 Liabilities Seller hereby assigns to Split-Off Subsidiary, and Split-Off Subsidiary hereby assumes and agrees to pay, honor and discharge all debts, adverse claims, liabilities, judgments and obligations of Seller as of the Effective Time, whether accrued, contingent or otherwise and whether known or unknown, including those arising under any law (including the common law) or any rule or regulation of any Governmental Entity or imposed by any court or any arbitrator in a binding arbitration resulting from, arising out of or relating to the assets, activities, operations, actions or omissions of Seller, or products manufactured or sold thereby or services provided thereby, or under contracts, agreements (whether written or oral), leases, commitments or undertakings thereof, but excluding in all cases the obligations of Seller under the Transaction Documentation (all of the foregoing being referred to herein as the “Assigned Liabilities”). The assignment and assumption of Seller’s assets and liabilities provided for in this Article I is referred to as the “Assignment.”

  • 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 Agreements Purchaser shall have executed and tendered to Seller the Assignment and Assumption Agreement and the Real Estate Assignment Documents to which it is party.

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