CONTRACTS, LEASES, PERMITS AND COMMITMENTS; ASSUMPTION Sample Clauses

CONTRACTS, LEASES, PERMITS AND COMMITMENTS; ASSUMPTION. On the Effective Date, Denver Post and Denver Publishing each will make available to the LLC, by way of assignment or otherwise, and will thereafter permit the LLC to assume and perform, all contracts, leases, permits and commitments (collectively, the "Contracts") relating to the operations of THE DENVER POST or DENVER ROCKY MOUNTAIN NEWS and/or the Denver Post Contributed Assets or the Denver Publishing Contributed Assets exclusive of: (a) those Contracts described in Section 1.4(b) or Section 1.5(b) hereof, (b) those Contracts defined as Denver Post Excluded Assets, Denver Post Excluded Liabilities, Denver Publishing Excluded Assets or Denver Publishing Excluded Liabilities in The Denver Newspaper Agency Contribution and Sale Agreement, (c) any other Contracts which relate to the news and/or editorial functions of THE DENVER POST or DENVER ROCKY MOUNTAIN NEWS (except as may otherwise be otherwise expressly provided herein or in The Denver Newspaper Agency Contribution and Sale Agreement), and (d) those advertising or subscription Contracts described in Sections 1.10 or 1.11 hereof (hereafter collectively, the "Excluded Contracts"). To the extent that any one or more of the Contracts to be assigned to the LLC may be assignable only with the consent or consents of third persons, Denver Post and Denver Publishing agree to use all reasonable efforts to procure such consent or consents, in cooperation with the LLC, by the Effective Date or as soon thereafter as is reasonably practicable. Except as may otherwise be provided in Section 1.13 hereof, the LLC shall be responsible for, and shall pay, any cancellation charges or other liabilities of Denver Post or Denver Publishing under any Excluded Contract. Notwithstanding the foregoing or any other provision of this Agreement, the LLC shall not, by virtue of the foregoing, be required hereby, as of or subsequent to the Effective Date, to assume or otherwise perform any Contract (including, but not limited to any collective bargaining agreement other than any such agreement that requires assignment and assumption in connection with the transactions contemplated hereby) if the Management Committee (by Absolute Majority Vote) determines such assumption is not in the LLC's best interest; provided, that any Contract which the Management Committee determines not to assume shall be deemed an Excluded Contract for the purpose of the preceding sentence.
Sample 1
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CONTRACTS, LEASES, PERMITS AND COMMITMENTS; ASSUMPTION. On the Effective Date, Denver Post and Denver Publishing each will make available to the LLC, by way of assignment or otherwise, and will thereafter permit the LLC to assume and perform, all contracts, leases, permits and commitments (collectively, the "Contracts") relating to the operations of The Denver Post or Denver Rocky Mountain News and/or the Denver Post Contributed Assets or the Denver Publishing Contributed Assets exclusive of: (a) those Contracts described in Section 1.4(b) or
Sample 1

Related to CONTRACTS, LEASES, PERMITS AND COMMITMENTS; ASSUMPTION

  • Contracts and Commitments (a) Schedule 2.16 attached hereto contains a true, complete and correct list and description of the following contracts and agreements, whether written or oral (collectively, the "Contracts"):

  • Contracts and Commitments; No Default (a) Except as set forth in the Company Disclosure Schedule, the Company is not a party to, nor are any of the Assets bound by, any written or oral:

  • Material Contracts and Commitments Neither the Company, nor, to the best knowledge of the Company, any third party is in default under any material contract, agreement or instrument to which the Company is a party.

  • Approval of Leases, Contracts, Etc In fulfilling its duties to Owner, Manager may and hereby is authorized to enter into any leases, contracts or agreements on behalf of Owner in the ordinary course of the management, operation, maintenance and leasing of the Property.

  • Assignment of Licenses and Permits Assign or transfer any of its interest in any Permits pertaining to any Mortgaged Property, or assign, transfer or remove or permit any other Person to assign, transfer or remove any records pertaining to any Mortgaged Property.

  • Assignment, Assumption and Conveyance 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest (other than those rights specifically retained by the Assignor pursuant to this Agreement) of the Assignor, as purchaser, in, to and under (a) those certain mortgage loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans"), (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Agreement, dated as of April 1, 2006 (the "Purchase Agreement"), between the Assignor, as purchaser (in such capacity, the "Purchaser"), and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the notes evidencing the Mortgage Loans to, or at the direction of, the Assignee or its designee and (ii) take in a timely manner all necessary steps under all applicable laws to convey and to perfect the conveyance of the Mortgage Loans as required under the Pooling Agreement (as defined below). The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 13 and Subsection 14.01 of the Purchase Agreement. The Assignee hereby assumes all of the Assignor's obligations from and after the date hereof under the Mortgage Loans and the Purchase Agreement solely insofar as such obligations relate to the Mortgage Loans. The Assignee does not assume hereby such obligations of Assignor prior to the date hereof. Recognition of the Company

  • Agreements, Contracts and Commitments Neither Company nor any of its subsidiaries is a party to or is bound by:

  • Commitments and Contracts (1) The Company has Previously Disclosed or provided to the Investor or its representatives, prior to the date hereof, true, correct, and complete copies of each of the following to which the Company or any Company Subsidiary is a party or subject (whether written or oral, express or implied) (each, a “Company Significant Agreement”):

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

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

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