Cure Claims Sample Clauses

Cure Claims. At the election of the Debtor or the Reorganized Debtor, as applicable, any monetary defaults under each Executory Contract and Unexpired Lease to be assumed under the Plan shall be satisfied pursuant to section 365(b)(1) of the Bankruptcy Code in one of the following ways: (i) payment of the Cure Claim in Cash on or as soon as reasonably practicable following the occurrence of (A) thirty (30) days after the determination of the Cure Claim, and (B) the Effective Date or such other date as may be set by the Court; or (ii) on such other terms as agreed to by the Debtor or the Reorganized Debtor and the non-Debtor counterparty to such Executory Contract or Unexpired Lease. In the event of a dispute pertaining to assumption or assignment, the Cure Claim payments required by section 365(b)(1) of the Bankruptcy Code shall be made following the entry of a Final Order or orders resolving the dispute and approving the assumption. No later than the Plan Supplement Filing Date, to the extent not previously filed with the Court and served on affected counterparties, the Debtor shall provide for notices of proposed assumption and proposed cure amounts to be sent to applicable contract and lease counterparties, together with procedures for objecting thereto and resolution of disputes by the Court. Any objection by a contract or lease counterparty to a proposed assumption or related cure amount must be filed, served, and actually received by the Debtor by the date on which objections to Confirmation are due (or such other date as may be provided in the applicable assumption notice). Any counterparty to an Executory Contract or Unexpired Lease that fails to object timely to the proposed assumption or cure amount will be deemed to have assented to such assumption or cure amount. The only adequate assurance of future performance shall be the promise of the Reorganized Debtor to perform all obligations under any executory contract or unexpired lease under this Plan. ASSUMPTION OF ANY EXECUTORY CONTRACT OR UNEXPIRED LEASE PURSUANT TO THE PLAN OR OTHERWISE SHALL RESULT IN THE FULL RELEASE AND SATISFACTION OF ANY CLAIMS OR DEFAULTS, WHETHER MONETARY OR NONMONETARY, INCLUDING DEFAULTS OF PROVISIONS RESTRICTING THE CHANGE IN CONTROL OR OWNERSHIP INTEREST COMPOSITION OR OTHER BANKRUPTCY-RELATED DEFAULTS, ARISING UNDER ANY ASSUMED EXECUTORY CONTRACT OR UNEXPIRED LEASE AT ANY TIME BEFORE THE DATE THE DEBTOR OR THE REORGANIZED DEBTOR ASSUMES SUCH EXECUTORY CONTRACT OR UNEXPIRED LEASE...
Sample 1
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Cure Claims. Sellers shall transfer and assign all Assumed Contracts to Purchaser, and Purchaser shall assume all Assumed Contracts from Sellers, as of the Closing Date pursuant to section 365 of the Bankruptcy Code and the Plan and Confirmation Order. In connection with the assignment and assumption of the Assumed Contracts, Sellers shall cure any defaults under the Assumed Contracts by payment of any Cure Claims as required by the Plan and the Confirmation Order or as otherwise ordered by the Bankruptcy Court. Notwithstanding the payment of the Cure Claims by Sellers, Purchaser shall be responsible for demonstrating and establishing adequate assurance of future performance with respect to the Assumed Contracts to the extent required by the Bankruptcy Court. For the avoidance of doubt, neither Purchaser nor any Affiliate of Purchaser shall have any Liability for any Cure Claims related to any Assumed Contract.
Sample 1
Cure Claims. Sellers shall have successfully cured any defaults under the Assumed Contracts that are being assumed and assigned at Closing by payment of any Cure Claims as required by the Plan and the Confirmation Order or as otherwise ordered by the Bankruptcy Court, and Sellers shall have provided Purchaser evidence thereof.
Sample 1
Cure Claims. Seller shall have (a) cured, at its sole cost and expense, all defaults under any Purchased Assets constituting executory contracts or unexpired leases pursuant to section 365 of the Bankruptcy Code other than any defaults that are not required to be cured under section 365(b)(2) of the Bankruptcy Code, (b) paid all Cure Claims with respect to any such Purchased Assets, and (c) provided Purchaser evidence reasonably satisfactory to Purchaser that such Cure Claims have been paid.
Sample 1
Cure Claims. On or prior to the later of (i) the Interest Acquisition Date, or (ii) five (5) Business Days after entry of an order of the Bankruptcy Court authorizing the assumption of any Assumed Contract (the "Assumption Order Date") and allowing a cure claim for such Assumed Contract pursuant to Section 365(b) of the Bankruptcy Code, whether by an agreement among the Parties or following litigation (the "Allowed Cure Claim"), New Globalstar shall pay to, or for the benefit of, the Globalstar Entities the Allowed Cure Claim in immediately available funds.
Sample 1
Cure Claims. With respect to each of the Assigned Contracts assigned to Buyer on the Closing Date or during the Designation Rights Period, Buyer shall pay promptly after the Closing Date or after entry of order approving assumption and assignment of a Contract designated in accordance with Section 2.5 all amounts necessary to cure any monetary Default (as distinct from curing all Defaults or failures to comply with provisions thereunder that may not be cured by the mere payment of money) that are required to be paid pursuant to section 365 of the Bankruptcy Code in order to assume and assign the Assigned Contracts to Buyer, which Cure Claims set forth on Schedule 2.9 shall not exceed $9,229,444.25 in the aggregate (collectively, the “Cure Claims”).
Sample 1
Cure Claims. With respect to each of the Property Leases, Equipment Leases and Supplier Contracts assigned to Purchaser on the Closing Date, except as otherwise provided herein, including, without limitation, Section 2.1(d)(ii), Seller shall satisfy on or before the Closing Date, all Liabilities or obligations thereunder (i) accruing or arising prior to or on the Closing Date or (ii) arising from or relating to any act, event or occurrence on or prior to the Closing Date (including, without limitation, any Liability or obligation for breach, misfeasance, or under any other theory relating to Seller’s conduct, performance or non-performance), that are required to be paid pursuant to 11 U.S.C. § 365 in order to assume and assign the Property Leases, Equipment Leases and Supplier Contracts to Purchaser, and to maintain any and all options thereunder to remain in force and effect (collectively, “Cure Claims”); provided, however, that Cure Claims shall not include any Environmental Claims or any claims for indemnification of Environmental Claims. The Property Leases, Equipment Leases and Supplier Contracts shall be assigned to Purchaser, pursuant to the Sale Order, free and clear of all Cure Claims. Notwithstanding the foregoing, Seller shall not be required to satisfy Cure Claims to the extent Cure Claims exceed $75,000 (the “Maximum Cure Amount”), provided, however, that any amounts payable by Seller, or Purchase Price reductions, pursuant to Section 2.1(d)(ii) shall not be considered Cure Claims for purposes of calculating the Maximum Cure Amount. In the event aggregate Cure Claims exceed the Maximum Cure Amount, (i) Purchaser may elect to pay any Cure Claims in excess of the Maximum Cure Amount, without reduction of the Purchase Price; or (ii) if Purchaser does not elect to pay any Cure Claims in excess of the Maximum Cure Amount, Seller shall have the option to exclude any one or more Stores from the Acquired Assets such that the aggregate Cure Claims payable by Seller does not exceed the Maximum Cure Amount. In the event Seller elects to exclude any one or more Stores from the Acquired Assets, the Purchase Price shall be adjusted by an amount equal to the Store Value.
Sample 1
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Related to Cure Claims

  • Tax Claims Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.

  • Disputed Claims 4.1 Notwithstanding paragraph 4.5 of this Schedule, payment by the Authority of all or any part of any invoice rendered or other claim for payment by the Contractor shall not signify approval of such invoice/claim. The Authority reserves the right to verify invoices/claims after the date of payment and subsequently to recover any sums which have been overpaid. 4.2 If any part of a claim rendered by the Contractor is disputed or subject to question by the Authority either before or after payment then the Authority may call for the Contractor to provide such further documentary and oral evidence as it may reasonably require to verify its liability to pay the amount which is disputed or subject to question and the Contractor shall promptly provide such evidence in a form satisfactory to the Authority. 4.3 If any part of a claim rendered by the Contractor is disputed or subject to question by the Authority, the Authority shall not withhold payment of the remainder. 4.4 If any invoice rendered by the Contractor is paid but any part of it is disputed or subject to question by the Authority and such part is subsequently agreed or determined not to have been properly payable then the Contractor shall forthwith repay such part to the Authority. 4.5 The Authority shall be entitled to deduct from sums due to the Contractor by way of set-off any amounts owed to it or which are in dispute or subject to question either in respect of the invoice for which payment is being made or any previous invoice.

  • Litigation; Claims Any rights (including indemnification) and claims and recoveries under litigation of Seller against third parties arising out of or relating to events prior to the Closing Date;

  • Contested Claims In the event that the Indemnifying Party disputes the Claimed Amount, as soon as practicable but in no event later than ten (10) days after the receipt of the notice referenced in Section 10.2(b)(ii) hereof, the Parties will begin the process to resolve the matter in accordance with the dispute resolution provisions of Section 1.4 hereof. Upon ultimate resolution thereof, the Parties will take such actions as are reasonably necessary to comply with such agreement or instructions.

  • FALSE CLAIMS Contractor warrants that it shall not, with respect to this Contract, make or present any claim upon or against the Government of the Virgin Islands, or any officer, department, board, commission, or other agency thereof, knowing such claim to be false, fictitious or fraudulent. Contractor acknowledges that making such a false, fictitious, or fraudulent claim is an offense under Virgin Islands law.

  • Uncontested Claims In the event that the Indemnification ------------------ Representative does not contest a Notice of Claim in writing within thirty (30) calendar days after receipt by the Indemnification Representative of such Notice of Claim, as provided below in Section 2.3(b) (an "Uncontested Claim"), Parent ----------------- may deliver to the Escrow Agent, with a copy to the Indemnification Representative, a written demand by Parent (a "Parent Demand") stating that a ------------- Notice of Claim has been given as required in this Escrow Agreement and that no notice of contest has been received by the Escrow Agent from the Indemnification Representative during the period specified in this Escrow Agreement, and further setting forth the proposed Escrow Adjustments to be made in accordance with this Section 2.3(a). Within thirty (30) calendar days after receipt by the Escrow Agent of the Parent Demand, the Indemnification Representative may object by a written notice delivered to Parent and the Escrow Agent to the computations or other administrative matters relating to the proposed Escrow Adjustments (but may not object to the validity or amount of the Claim previously disclosed in the Notice of Claim and not previously timely objected to under paragraph (b)), whereupon the Escrow Agent shall not make any of the Escrow Adjustments until either: (i) the Escrow Agent shall have received from Parent and the Indemnification Representative written notice setting forth agreed Escrow Adjustments, or (ii) the matter is resolved as provided in Sections 2.3(b) and 2.3(c). Any Escrow Adjustment pursuant to this Section 2.3(a) shall be satisfied by release of a number of Escrow Shares equal to the amount of such Claim divided by the Topaz Average Current Price for the last five (5) days of such thirty day period as certified to the Escrow Agent by Parent as described in Section 2.1. Upon satisfaction of the foregoing, the Escrow Agent, as directed in writing by Parent, and Parent shall promptly take all steps to release the final Escrow Adjustments.

  • Objections to Claims At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount from the Escrow Fund in accordance with Section 7.2(d) hereof, provided that no such payment or delivery may be made if the Shareholder Representative shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

  • Claims A. To accept HHSC's reimbursement rates as payment in full for the services specified in this Contract to the persons for whom a payment is received, and to make no additional charge to the individual, any member of their family or to any other source for any supplementation for such services, unless specifically allowed by HHSC rules. B. To submit claims for payment in accordance with HHSC Claims Administrator billing guidelines applicable to the services under the Contract. C. That except as may be specifically authorized by HHSC in writing, if Contractor is required to use an HHSC-approved EVV system, Contractor must ensure that claims for services are supported by service delivery records that have been verified by the Contractor and fully documented in an HHSC-approved EVV system before being submitted for payment. D. That HHSC may make proper adjustments to the Contractor's payments from month to month to compensate for prior overpayments, underpayments or payments not made in accordance with the requirements of this Contract. The Contractor further agrees HHSC may withhold Contractor's payments, in whole or in part, because of differences from whatever cause until such differences are resolved. E. That the Contractor is responsible for payment of any valid audit exceptions found by HHSC, HHS or the Texas Attorney General's Medicaid Fraud Control Unit ("AG-MFCU"). F. That in accordance with §403.0551, Texas Government Code, and unless otherwise prohibited by any other law, any payments due to the Contractor under this Contract will be first applied toward any debt or back taxes the Contractor owes the state of Texas. Payments will be so applied until such debts and back taxes are paid in full. G. That failure to upload EVV data elements or enter the EVV data elements completely, accurately, or in a timely manner, may result in claim denial.

  • Derivative Claims No Shareholder shall have the right to bring or maintain any court action, proceeding or claim on behalf of the Trust or any series or class of Shares without first making demand on the Trustees requesting the Trustees to bring or maintain such action, proceeding or claim. Such demand shall not be excused under any circumstances, including claims of alleged interest on the part of the Trustees, unless the plaintiff makes a specific showing that irreparable nonmonetary injury to the Trust or series or class of Shares would otherwise result. Such demand shall be mailed to the Secretary of the Trust at the Trust's principal office and shall set forth with particularity the nature of the proposed court action, proceeding or claim and the essential facts relied upon by the Shareholder to support the allegations made in the demand. The Trustees shall consider such demand within 45 days of its receipt by the Trust. In their sole discretion, the Trustees may submit the matter to a vote of Shareholders of the Trust or a series or class of Shares, as appropriate. Any decision by the Trustees to bring, maintain or settle (or not to bring, maintain or settle) such court action, proceeding or claim, or to submit the matter to a vote of Shareholders, shall be binding upon the Shareholders. Any decision by the Trustees to bring or maintain a court action, proceeding or suit on behalf of the Trust or a series or class of Shares shall be subject to the right of the Shareholders under Article V hereof to vote on whether or not such court action, proceeding or suit should or should not be brought or maintained.

  • Warranty Claims 8.1 The Supplier shall be obliged to inspect the quantity and the quality of the goods before delivery. 8.2 We shall have no duty to inspect the goods nor to notify any detected defects within a specific time period. In any event, a warranty claim will be timely made if raised prior to the expiration of the warranty period set forth in sub- clause 8.7 hereof. 8.3 We are entitled to demand, at our discretion, that the Supplier either replace defective goods or remedy the defect. The Supplier may only refuse the form of supplementary performance we have chosen on the grounds of dispropor- tionate cost where such costs would exceed the value of the goods in defect-free condition. 8.4 The Supplier warrants that the supplied goods are free of any fault or defect, whether of design, workmanship or materials. 8.5 Where supplementary performance fails, we are entitled to withdraw from the contract according to applicable law. Supplementary performance shall be deemed to have failed after one unsuccessful attempt, provided that the type of product or defect does not indicate that we are required to accept a further attempt at supplementary perfor- xxxxx. 8.6 We are entitled to remedy defects ourselves or to have them remedied at the expense of the Supplier, or to under- take shortfall purchases, where exigency or particular urgency applies and it is no longer possible to notify the Sup- plier with a deadline because of such particular urgency. 8.7 The Supplier shall be liable for any breach of the warranties if, within 18 months after the delivery date, we give no- xxxx in writing to the Supplier of any defect in the goods which shall arise from faulty design, materials or xxxxxxx- ship. This warranty period starts upon delivery of the goods and shall be suspended while the Supplier attempts supplementary performance. With respect to replaced or repaired goods, a new warranty period shall commence upon delivery of the replaced or repaired goods. 8.8 We expressly reserve the right to claim damages under applicable law. Warranty disclaimers and/or limitations of li- ability on the part of the Supplier do not apply. The foregoing warranties shall be without prejudice to any other rights and remedies available to us. 8.9 The Supplier indemnifies and holds us harmless against third party claims in connection with defective, delayed or in other manners faulty delivery, including court and attorney fees.

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