Executory Contracts and Unexpired Leases · All executory contracts (including employee benefit plans, insurance, supply contracts, etc.) and unexpired leases will be assumed unless expressly rejected under the Plan or through a separate motion.
Executory Contracts. Set forth in Section 3.12(k) of the Disclosure Schedule is a list of all executory contracts currently in effect made by or on behalf of WP Sub, or by which WP Sub is bound, with respect to the Real Property ("Executory Contracts") including, without limitation, operation, management, maintenance, utility, and construction contracts. At Closing WP Sub shall deliver to the Buyer a true and complete copy (the original execution copy, if available) of each of the Executory Contracts.
Executory Contracts. (a) The Section 365 Contracts to be assumed by Sellers and assigned and sold to Purchaser at the Closing pursuant to section 365 of the Bankruptcy Code (the “Assumed Section 365 Contracts”) shall consist of (i) the Assumed Employment Agreements, (ii) all Customer Contracts not expressly excluded by Purchaser on or before the Bid Submission Deadline by written notice from time to time to Sellers given on or before such date, and (iii) if expressly designated by Purchaser on or before the Bid Submission Deadline as Assumed Section 365 Contracts by written notice from time to time to Sellers given on or before such date, the Facilities Leases for the Acquired Facilities described on Schedule 2.1(e), the Personal Property Leases described on Schedule 2.1(f), the Confidentiality Agreements, and other Non-Customer Contracts described on Schedule 2.1(h) (other than Assumed Employment Agreements). All such exclusions and designations shall be made in Purchaser’s sole discretion, and shall be subject to change by Purchaser from time to time by giving written notice thereof to Sellers, so long as any such changes are delivered prior to the Bid Submission Deadline. All exclusions and designations of Assumed Section 365 Contracts that Purchaser is entitled to exclude or designate hereunder shall be become final and binding upon Purchaser at 5:00 Eastern time on the Bid Submission Deadline. Notwithstanding the foregoing, (i) Purchaser shall not exclude any Assumed Employment Agreement, (ii) unless Purchaser expressly designates otherwise by written notice to Sellers given on or before the Bid Submission Deadline, the Facilities Leases for the Excluded Facilities shall not be included among the Assumed Section 365 Contracts, and (iii) if at any time Sellers become aware of any Section 365 Contract not disclosed in writing to Purchaser on or before the Effective Date, Sellers shall promptly thereafter advise Purchaser of the existence, and provide Purchaser with a copy, of such Section 365 Contract and Purchaser thereupon shall have the right to request, by written notice to Sellers within five (5) days, that Sellers assume, assign and sell such Section 365 Contract to Purchaser, in which case Sellers shall use commercially reasonable efforts to assume, assign and sell such Section 365 Contract to Purchaser, as promptly as reasonably practicable, on the same terms and conditions as would be applicable under this Agreement to the Assumed Section 365 Contracts, it being un...
Executory Contracts. SCHEDULE 3.24 sets forth a complete and accurate list of all amounts due and payable pursuant to all Executory Contracts of the Sellers as of the Petition Date.
Executory Contracts. Other than the Real Estate Leases, Seller is not a party to or bound by, and at the Closing Date, Holdings will not be a party to or bound by, any material executory contracts for the operation, management or maintenance of the Real Properties.
Executory Contracts. The Bankruptcy Court shall have approved and authorized the assumption and assignment of the Contracts to be identified on the Assignment Agreement.
Executory Contracts. Set forth on the Disclosure Schedule is a description of all Executory Contracts with respect to the Seller Real Property.
Executory Contracts. (a) All Purchased Contracts (which, shall for the avoidance of doubt, include the Keen-Summit Agreement) shall be assumed by Sellers and assigned to Purchaser at the Closing. Any Contract of any Seller that is an Excluded Contract may be assumed or rejected by Sellers in Sellers’ sole discretion and shall be deemed an Excluded Asset.
(b) As part of the Sale Motion, Sellers shall seek approval by the Bankruptcy Court of the sale, assumption and assignment by Sellers to Purchaser of all Purchased Contracts. Sellers shall serve the Sale Motion on all counterparties to all such Purchased Contracts along with a notice specifically stating that Sellers are or may be seeking the sale, assumption and assignment of such Purchased Contracts and shall notify such parties of the deadline for objecting to the Cure Costs. As part of the Sale Motion, Sellers shall seek authority to file with the Bankruptcy Court the list identifying the Purchased Contracts and the amounts necessary to cure defaults under each as determined by Sellers in accordance with Schedule 1.3(b) hereto, so as to enable any such party to object to the proposed Cure Costs and the Bankruptcy Court to determine such Cure Costs as promptly as reasonably possible. Purchaser may delete any Purchased Contract from Schedule 1.1(f) and Schedule 1.3(b) or add any Contract to Schedule 1.1(f) and Schedule 1.3(b) at any time no later than seven (7) days prior to the Closing Date, in each case by written notice to Sellers, but any such deletion or addition will not affect the Purchase Price. Notwithstanding anything herein to the contrary, if a Contract is added to Schedule 1.1(f) and/or Schedule 1.3(b) after the Sale Motion is filed, the assumption and assignment of any such Contract(s) shall not be a condition to Closing and may be effected on a post-Closing basis.
Executory Contracts. Liabilities, obligations, and commitments of Seller arising under the Seller Agreements, and all other contracts, agreements, or commitments entered into in the ordinary course of business to which Seller is a party in relation to the Business or by which it or any of the Purchased Assets is bound that is not required to be set forth on any Schedule to this Agreement;
Executory Contracts. The Bankruptcy Court shall have approved and authorized, other than with respect to Cure Costs, the assumption and assignment of each Pre-Closing Designated Contract or Lease, except as would not have a Material Adverse Effect.
