Deemed Consents and Cures. For all purposes of this Agreement (including all representations and warranties of Seller contained herein), subject to Section 2.7, Seller will be deemed to have obtained all required consents, as applicable, in respect of the assignment of any Acquired Contract and to have cured all defaults thereunder if, and to the extent that, pursuant to the Sale Order or another Order of the Bankruptcy Court, Seller is authorized to assume and assign any such Acquired Contracts to Purchaser pursuant to section 365 of the Bankruptcy Code.
Deemed Consents and Cures. The Sellers shall be deemed to have obtained all required consents, as applicable, in respect of the assignment of any of the Assumed Real Property Leases and Assumed Contracts and all defaults thereunder shall be deemed to have been cured if, and to the extent that, pursuant to the Sale Order or another Order of the Bankruptcy Court, the Seller Group is authorized to assume and assign any such Assume Real Property Leases and Assumed Contracts to the Buyer pursuant to Section 365 of the Bankruptcy Code.
Deemed Consents and Cures. For all purposes of this Agreement (including all representations and warranties of Sellers contained herein), Sellers shall be deemed to have obtained all required consents, as applicable, in respect of the assignment and transfer of any Purchased Asset and to have cured all accounts payable owed and all defaults prior to the Sale Date thereunder if, and to the extent that, pursuant to the Sale Date, Sellers are authorized to assign any Purchased Assets to Purchaser. Purchaser and Seller have exchanged and reviewed each others' applicable board and shareholder resolutions approving the contemplated assignments and transfers in the Agreement and after doing so are satisfied with the contents of such board and shareholder resolutions.
Deemed Consents and Cures. For all purposes of this Agreement (including all representations and warranties of the Company contained herein), the Company shall be deemed to have obtained all required consents in respect of the assignment of any Assumed Contract if, and to the extent that, pursuant to the Sale Order or other Order of the Bankruptcy Court, the Company is authorized to assume and assign to Buyer, and Buyer is authorized to accept, such Assumed Contracts pursuant to Section 365 of the Bankruptcy Code, and any applicable Cure Amount has been satisfied by the Company. If the consent required to effectuate the assignment of any Assumed Contracts to Buyer cannot be obtained pursuant to the Sale Order or other Order of the Bankruptcy Court, then the parties shall endeavor to obtain such consent pursuant to Sections 5.5 and 5.19.
Deemed Consents and Cures. For all purposes of this Agreement (including all representations and warranties of Sellers contained herein), Sellers shall be deemed to have obtained all required consents, including all required consents of lenders and other parties under reciprocal easement agreements, in respect of the assignment of any Assumed Executory Contract if, and to the extent that, pursuant to the Sale Order or other Bankruptcy Court Order, Sellers are authorized to assume and assign to Purchasers and Purchasers are authorized to accept such Assumed Executory Contracts pursuant to Section 365 of the Bankruptcy Code and any applicable cure cost has been satisfied by Purchasers (except as set forth in Section 2.7). If the consent required to effectuate the assignment of any Assumed Executory Contracts to Purchasers cannot be obtained pursuant to the Sale Order or other Bankruptcy Court Order, then the parties shall endeavor to obtain such consent pursuant to Section 6.1.
Deemed Consents and Cures. For all purposes of this Agreement (including all representations and warranties of Sellers contained herein), Sellers shall be deemed to have obtained all required consents in respect of the assignment of any Assumed Contract or Assumed Lease if, and to the extent that, pursuant to the Sale Order or other Bankruptcy Court order, Sellers are authorized to assume and assign Assumed Contracts and/or Assumed Leases to Purchaser pursuant to section 365 of the Bankruptcy Code and any applicable cure cost has been satisfied by Purchaser or Sellers, as provided herein.
Deemed Consents and Cures. For all purposes of this Agreement (including all representations and warranties of Sellers contained herein), Purchaser agrees that Sellers shall be deemed to have obtained all required consents, including all required consents of lenders and other parties under reciprocal easement agreements, in respect of the assignment of any Assumed Executory Contracts, Contracts deemed to be Assumed Executory Contracts pursuant to Section 2.7 and Contracts assumed by Purchaser under Section 2.1(h) (if any), if, and to the extent that, pursuant to the Sale Order or other Bankruptcy Court Order, Sellers are authorized to assume and assign to Purchaser and Purchaser is authorized to accept such Contracts pursuant to Section 365 of the Bankruptcy Code, and any applicable Cure Amount has been satisfied by Purchaser. If the consent required to effectuate the assignment of any Assumed Executory Contracts, Contracts deemed to be Assumed Executory Contracts pursuant to Section 2.7 or Contracts assumed by Purchaser under Section 2.1(h) (if any) to Purchaser cannot be obtained pursuant to the Sale Order or other Bankruptcy Court Order, then the Parties shall reasonably endeavor to obtain such consent pursuant to Section 7.1; provided, however, to avoid doubt, failure of the Parties to obtain such consent shall neither (a) give rise to any right of Purchaser to terminate this Agreement nor (b) excuse Purchaser’s performance of any of its obligations under this Agreement.
Deemed Consents and Cures. For all purposes of this Agreement (including all representations and warranties of Sellers contained herein), Sellers shall be deemed to have obtained all required consents in respect of the assignment of any Assumed Contract or Assumed Lease if and to the extent that, pursuant to the Sale Order or other Bankruptcy Court order, Sellers are authorized to assume and assign Assumed Contracts and/or Assumed Leases to Purchaser pursuant to section 365 of the Bankruptcy Code and any applicable cure cost has been satisfied.
Deemed Consents and Cures. Except as set forth in Section 8.2(h) and (g) hereof, the Sellers shall be deemed to have obtained all required consents, as applicable, in respect of the assignment of any of the Assumed Agreements and all defaults thereunder shall be deemed to have been cured if, and to the extent that, pursuant to the 363/365 Order or another Order of the Bankruptcy Court, the Sellers are authorized to assume and assign any such Assumed Agreement to the Buyer pursuant to Section 365 of the Bankruptcy Code.
Deemed Consents and Cures. For all purposes of this Agreement (including all representations and warranties of Sellers contained herein), subject to Section 2.10, Sellers shall be deemed to have obtained all required consents, as applicable, in respect of the assignment of any Acquired Contract and to have cured all defaults thereunder if, and to the extent that, pursuant to the Sale Order or another Order of the Bankruptcy Court, Sellers are authorized to assume and assign any such Acquired Contracts to Purchaser pursuant to section 365 of the Bankruptcy Code; provided, however, nothing in this Section 2.8 shall relieve Sellers of their obligations to pay Cure Costs in accordance with Section 2.9 below.
