Cure Amounts Sample Clauses

Cure Amounts. (i) U.S. Sellers have delivered, or will deliver as soon as practicable after the date hereof, to U.S. Buyer a schedule containing Sellers’ reasonable estimate of the Cure Amounts for each Contract that is listed on Annex B as of the date hereof. U.S. Sellers have set forth in Annex C, a list of each Contract that U.S. Sellers reasonably believe in good faith require Cure Amounts in excess of $50,000 along with U.S. Sellers’ reasonable good faith estimate of the Cure Amount for each such Contract. U.S. Sellers shall reasonably cooperate with and provide such additional information to U.S. Buyer so to identify and provide to U.S. Buyer as promptly as practicable all Contracts relating to the Business (and the related Cure Amounts) and subject to assumption or rejection (each, an “Assumable Contract”). (ii) On or before the hearing on the Bidding Procedures, U.S. Buyer will provide U.S. Sellers with a list of Assumable Contracts on Annex B that represents U.S. Buyer’s reasonable best efforts to identify the Assumable Contracts that U.S. Buyer desires to assume from U.S. Sellers at such time. From and after the date hereof, (A) U.S. Buyer may add any Assumable Contract to Annex B from and after the date hereof until the earlier to occur of (1) March 31, 2010 or (2) the Closing, subject to Section 2(j) and 6(b), and (B) U.S. Buyer may delete any Assumable Contract from Annex B from and after the date hereof until the later to occur of (1) the Closing or (2) three Business Days following entry of a Final Order determining all Cure Amounts and adequate assurance (if any) required for such Assumable Contract (with respect to each Assumable Contract, the “Applicable Assumption Deadline”). In the event that U.S. Buyer shall determine to reject or refuse assignment of any Assumable Contract, U.S. Buyer shall have no obligations with respect to such Assumable Contract, including any obligation to cure any defaults thereunder. Any Assumable Contract listed on Annex B at the close of business on the Applicable Assumption Deadline shall be an Assumed Contract designated to be assumed and assigned to U.S. Buyer, with U.S. Buyer being responsible for all Cure Amounts associated therewith. U.S. Buyers shall not be required to make any payment for Cure Amounts for any Assumable Contracts removed from Annex B. (iii) With respect to each Assumable Contract listed on Annex B, at the Applicable Assumption Deadline, subject to the approval of the Bankruptcy Court pursuant to the...
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Cure Amounts. Seller hereby agrees that it shall be solely responsible for all cure amounts payable under Bankruptcy Code Section 365 to the extent necessary for the Company to assume the Assumed Executory Leases and Executory Contracts ("Cure Amounts"). Seller at its sole option shall either pay all such Cure Amounts in cash no later than Closing, or shall direct Buyer in writing to pay such Cure Amounts out of the Purchase Price (with a corresponding reduction thereof) otherwise required by this Agreement to be paid to Seller, in which case Buyer shall pay such Cure Amounts at Closing.
Cure Amounts. On the second Business Day prior to the Closing Date, Sellers shall deliver to Buyer a copy of Schedule 2.3(b) updated as of such date.
Cure Amounts. Except with respect to those Cure Amounts that are the responsibility of Buyer pursuant to Section 6.12, Sellers shall have successfully cured any defaults under the Assumed Contracts that are being assumed and assigned at Closing by payment of any Cure Amounts (or shall have created reserves therefor) as ordered by the Bankruptcy Court, and Sellers shall have provided Buyer evidence thereof.
Cure Amounts. At the Closing and pursuant to Section 365 of the Bankruptcy Code, Seller will assume the Purchased Contracts (to the extent not previously assumed) and, subject to the terms herein, assign the Purchased Contracts to Purchaser, and Purchaser, subject to the terms herein, will assume the Purchased Contracts. All Cure Costs with respect to the Purchased Contracts (the “Assumed Cure Costs”) will be paid by Purchaser, as and when finally determined by the Bankruptcy Court pursuant to the procedures set forth in the Approval Order, and not by Seller, and Seller will have no liability for any Assumed Cure Costs. Seller will serve on all non- Seller counterparties to all Purchased Contracts set forth on Schedule 2.5(e) a notice stating that Seller is or may (as applicable) be seeking the assumption and assignment of such Contracts, and will notify such non-Seller counterparties of the deadline for objecting to the cure costs relating to such Contracts, if any, which deadline will be not less than three Business Days prior to the sale hearing date designated in the Bidding Procedures Order.
Cure Amounts. 17 Section 3.3
Cure Amounts. If, subsequent to the Closing Date, Borrower receives a Cure Amount, within five Business Days of receipt of the Net Proceeds therefrom, Borrower shall prepay outstanding Loans in an amount equal to 100% of such Net Proceeds and such prepayment shall be applied in accordance with subsection 4.7 below.
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Cure Amounts. At Closing and pursuant to Section 365 of the Bankruptcy Code, Seller shall assume and assign to Purchaser and Purchaser shall assume from Seller, the Purchased Contracts. Except as otherwise set forth in any Bankruptcy Court order approving this Agreement and authorizing the sale of the Purchased Assets, the cure amounts, as determined by the Bankruptcy Court, if any, necessary to cure all defaults, if any, (including, if any, and to the extent allowed by the Bankruptcy Court, all actual or pecuniary losses that have resulted from such defaults under the Purchased Contracts), shall be paid by Purchaser, on or before Closing, and not by Seller and Seller shall have no liability therefore; provided, however, that Purchaser shall not be obligated to cure any such default that is (a) (i) greater than 110% of the total amount set forth in the cure amounts schedule attached as Schedule 2.6(a) hereof or (ii) in excess of the total amount set forth in the cure amount schedule that is to be dated May 21, 2008, whichever is greater (with such excess being Seller’s sole responsibility), or (b) that is in dispute as of the Closing Date if an escrow or other commercially reasonable arrangement with respect thereto shall have been established at or following the Closing pursuant to an order of the Bankruptcy Court. Purchaser shall have the right to a reduction of the Purchase Price (with an amount agreed to by Seller and Purchaser or as determined by the Bankruptcy Court) as a result of the failure by Seller to assume and assign to Purchaser any Core IP Contract.
Cure Amounts. Schedule 4.17 attached hereto sets forth all of the costs of cure to be satisfied for purposes of Sellers' assumption and assignment to Purchaser of the Assumed Executory Contracts under section 365 of the Bankruptcy Code.
Cure Amounts. Immediately after the Closing, Buyer shall be responsible for payment of all Cure Amounts (if any). Buyer shall pay all Cure Payments and Cure Expenses owed to third parties promptly, but in any event no later than ten (10) Business Days after (i) the Closing, or (ii) such time a disputed Cure Amount becomes an allowed Cure Amount related to an Assumed Agreement. In the event the amount of a Cure Payment related to an Assumed Agreement is not known on the Closing Date, Buyer and Seller shall estimate in good faith the amount of the Cure Payment (an “Estimated Cure Payment”) and such Estimated Cure Payment shall be placed into an escrow account with an escrow agent, financial institution or company (the “Escrow Holder”) mutually designated by Seller and Buyer. If an Estimated Cure Payment is more than the Cure Payment when the amount is known, the excess shall be returned to Buyer and if the Estimated Cure Payment is less than the Cure Payment when the amount is known, Buyer shall pay the additional funds to the Escrow Holder by wire transfer in immediately available U S. funds. In the event that the amount of a Cure Payment is disputed between Buyer and the third party to the Assumed Agreement, the amount of such Cure Payment will be determined by the Bankruptcy Court.
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