Designated Contracts. (A) As soon as practicable after the date hereof but in no event later than the day immediately preceding the Closing Date, Buyer shall deliver notice in writing to Company designating which, if any, of the Contracts (defined herein) set forth on Schedule 5.7 will be assigned to and assumed by Buyer (the "Designated Contracts"). Such notice of designation will be set forth on Schedule 1.3 to be attached hereto. If within said period of time Buyer fails to so deliver notice to Company, Buyer will be deemed to have designated none of the Contracts and Company will remain fully liable thereunder. To the extent Buyer makes any such designation and subject to the rights of third parties to any assignment, Company shall at Closing be obligated to assign all of its right, title and interest under such Contracts to Buyer and Buyer shall assume the obligations accruing after Closing under such Designated Contracts. The Company shall bring current, as of the Closing Date, all amounts due under the Designated Contracts. At the Closing, the Purchase Price shall be reduced by an amount equal to the aggregate amount due as of the Closing under all of the Designated Contracts which are assumed by Buyer, and such aggregate withheld amount shall be divided among and paid directly to the such Designated Contract vendors in accordance with the amounts owed to each of them.
(B) Notwithstanding anything to the contrary contained herein, Buyer is not assuming and will not be responsible for any liabilities or obligations under the Designated Contracts incurred on or occurring before the Closing Date; all such liabilities and obligations remaining the sole and exclusive responsibility of Company pursuant to Section 1.2 herein and shall be paid or performed on or prior to the Closing Date.
(C) Immediately after notice of the designation by Buyer of the Designated Contracts to be assigned by Company, Company will use its best efforts and shall diligently proceed to obtain any consents of any parties necessary to permit the assignment of the Designated Contracts. In the event that any of the Designated Contracts are not assignable, or the parties to such Designated Contract fail or refuse to consent to any assignment on or before the Closing Date, Buyer shall have no liability to assume any such Designated Contracts.
Designated Contracts. As provided in the Purchase Agreement, subject to the terms and conditions of this Agreement and the Purchase Agreement, Aligned LLC and Aligned Corp. may enter into one or more contracts with Anthem Blue Cross for the provision of services relating to the Call Center Business solely within the State of California (each such contract is referred to individually as a “Designated Contract” and, collectively, as the “Designated Contracts”). The Aligned Parties shall provide the Company with a copy of each draft of each proposed Designated Contract prior to the execution of such proposed Designated Contract (or any amendments, modifications, extensions or renewals thereof) within ten (10) days following receipt by any Aligned Party, and consult with the Company and ApolloMed as to any comments either party may have to such drafts. The Aligned Parties shall further provide the Company with a true and complete copy of each executed Designated Contract (and any amendments, modifications, extensions or renewals thereof) and all exhibits, schedules and attachments thereto within ten (10) days following the execution and delivery of such Designated Contract (or any amendments, modifications, extensions or renewals thereof). No Aligned Party shall enter into any Designated Contract or any amendments, modification, extensions or renewals thereof without the prior written consent of the Company. As provided in the Purchase Agreement, the Aligned Parties may also enter into contracts with any other health plan for the provision of services relating to the Call Center Business solely within the Aligned Territory, and such contracts shall not be deemed to be Designated Contracts.
Designated Contracts. Items set forth in Section 2.9(b) of this Schedule are included herein by reference.
Designated Contracts. 17 DGCL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Designated Contracts. (a) As of the date hereof, except as set forth in Section 3.1.12(a) of the Disclosure Schedule, the Company is not a party to any:
(i) agreement (or group of related written agreements with the same Person) for the lease of personal property from or to third parties providing for lease payments in excess of $75,000 per year, other than agreements executed in the ordinary course of business that can be terminated by the Company on ninety (90) days’ notice or less without payment by the Company of any penalty;
(ii) agreement (or group of related written agreements with the same Person) for the purchase of products or services in excess of $75,000 per year, other than (A) purchase orders relating to the supply of goods and services to the Business in the ordinary course of business or (B) any such contracts and agreements that can be terminated by the Company on ninety (90) days’ notice or less without payment by the Company of any penalty;
(iii) agreement establishing a partnership or joint venture;
(iv) agreement (or group of related written agreements with the same person or entity) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) any Debt the outstanding balance or which is more than $75,000 or under which it has imposed a Security Interest on any of its material assets, tangible or intangible, relating to the Business and which will be outstanding after the Closing, except for any Security Interests relating to any capitalized lease financing;
(v) agreement between the Company and any of its officers, directors or managers (other than a Company Benefit Plan);
(vi) agreement for the acquisition by the Company of any operating business or all of the capital stock of any Person or for the sale of any of any material assets of the Company, in each case, involving payments in excess of $1,000,000, other than agreements in which the applicable acquisition or disposition has been consummated and there are no material obligations ongoing;
(vii) collective bargaining agreement;
(viii) contracts, agreements, or other arrangements granting a right of first offer, right of first refusal, or any purchase rights to any material asset owned by the Company; or
(ix) contracts, agreements or other arrangements imposing a non-competition or non-solicitation obligation on the Company, other than confidentiality agreements with the Company and third parties entered into in the ordinary course of business;
(x) provided, h...
Designated Contracts. As soon as reasonably practicable and in any event no later than thirty (30) days after the Closing Date, ABI shall prepare and deliver to Buyer a list of all Transferred Contracts and Restricted Contracts, together with true, correct and complete copies thereof. For a period of thirty (30) days after Buyer’s receipt of any such Transferred Contract or Restricted Contract, Buyer shall have the right to deliver written notice to ABI designating such Transferred Contract or Restricted Contract as a “Designated Contract” for purposes of this Agreement if such Transferred Contract or Restricted Contract (i) is not on commercially reasonable and arm’s-length terms or (ii) would materially restrict or prohibit any other business of Buyer or any of its Subsidiaries as of the Closing Date. In the event there is a Designated Contract, ABI shall, within fifteen (15) days from the date on which such Transferred Contract was properly determined to be a Designated Contract, deliver written notice to Buyer electing to either (A) accept and assume (or cause one of its Subsidiaries to accept and assume) an assignment and transfer of such Designated Contract from Buyer or its applicable Subsidiary
Designated Contracts. Borrower shall have delivered to the Bank all Designated Contracts together with any other documents and information in connqection therewith.
Designated Contracts. Twenty (20) days prior to the Sale Hearing, Purchaser shall use reasonable efforts to deliver to the Company a preliminary list, prepared in good faith, identifying from among the contracts and arrangements identified or described in Section 1.1: (i) the executory contracts and unexpired leases it wishes the Sellers to assume and assign to the Purchaser (or its permitted designees) at Closing, if any, and (ii) the contracts or leases entered into subsequent to the commencement of the New Bankruptcy Cases it wishes to have the Sellers assign to the Purchaser (or its permitted designees) at Closing, if any. Notwithstanding the foregoing, Purchaser shall have until five (5) Business Days prior to the Sale Hearing to designate, from among the contracts and arrangements identified or described in Section 1.1, and upon any such designation, Sellers shall provide all relevant non-debtor parties with immediate and appropriate written notice of (i) the executory contracts and unexpired leases it wishes the Sellers to assume and assign to the Purchaser (or its permitted designees) at Closing, if any, and (ii) the contracts or leases entered into subsequent to the commencement of the New Bankruptcy Cases it wishes to have the Sellers assign to the Purchaser (or its permitted designees) at Closing, if any (the final such date being referred to as the “Contract Designation Date”). In all cases, appropriate additions and deletions to or from the applicable Schedules shall be made immediately to reflect such elections by the Purchaser as and when made.
Designated Contracts. None of the Designated Contracts contain any unusual or burdensome provisions that will materially affect or impair the operation of the Borrower or any of its Subsidiaries. None of the Designated Contracts have been terminated or modified (other than modifications made prior to the date hereof and disclosed to the Banks, or as permitted under this Credit Agreement) and each such Designated Contract is in full force and effect as of the date hereof. As of the date hereof such Designated Contracts constitute all material agreements with respect to the Borrowing Base Properties of the Borrower and the Subsidiary Guarantors. Neither the Borrower nor any Subsidiary of the Borrower is a partner or joint venturer in any other partnership or joint venture covering or affecting the Borrowing Base Properties not covered by the Designated Contracts. Neither the Borrower nor any Subsidiary or Affiliate of the Borrower is in default in any material respect under any Designated Contract to which it is a party, and the Borrower has no knowledge that any other party to any Designated Contract is in default in any material respect thereof.
