Included Contracts. Each Included Contract that is assignable or otherwise transferrable (either because third-party Consent is not required under the terms thereof or such Consent shall have been obtained on or prior to the Closing Date) shall be assigned under the Xxxx of Sale. With respect to any Included Contract that is not assignable or otherwise transferrable (because third-party Consent shall not have been obtained on or prior to the Closing Date), the Parties shall cooperate with each other in order to obtain any Consent, substitution, amendment or novation required to assign and transfer or novate all rights and Liabilities thereunder to BickOpCo as soon as practicable after the Closing Date. Any such Consent, substitution, amendment or novation may be expressed or memorialized in such agreements, instruments, certificates or other documents as shall be reasonably acceptable to ELXSI and the relevant third party(ies). The Parties shall use their reasonable best efforts to obtain all such Consents, substitutions, amendments and/or novations as soon as practicable. In the event that any such Consent, substitution, amendment and/or novation shall not have been obtained prior to the Closing Date in respect of any Included Contract, such Included Contract shall be retained by ELXSI, which shall thereafter (until such Consent is obtained) hold the same for the use and benefit, insofar as reasonably possible, of BickOpCo (at the expense of the BickOpCo). In addition, ELXSI shall take such other and further actions as may be reasonably requested by the Transferees in order to place BickOpCo, insofar as reasonably possible, in the same position as if such Included Contract had been fully transferred as contemplated hereby and so that all the benefits and burdens relating thereto (including possession, use, risk of loss, potential for gain, and dominion, control and command over the same) shall inure to BickOpCo from and after the Closing Date. The foregoing is intended to effect a Direct-to-BickOpCo Transfer; for all purposes hereunder, such Direct-to-BickOpCo Transfer shall be deemed to be a part of the effectuation of the Initial Contribution followed by the Second Contribution. If and when after the Closing Date any required Consent to the assignment and transfer of any Included Contract shall have been obtained, such assignment and transfer of such Included Contract shall be effected in such manner (and/or by the execution and delivery by the Parties of such agreements, ...
Included Contracts. Except to the extent adjusted below, Qualifying Contracts include all insured and self-insured Group Subscribers under Group Contracts for which Premium or Fee payments are current.
Included Contracts. Subject to Section 1.06, the following contracts (collectively the “Included Contracts”): (A) each of the player contracts between Company and the Jxx Xxxx players set forth on Schedule II of the Seller Disclosure Schedule (collectively, the “Player Contracts”); (B) the Union Agreement; (C) the Operating Agreements; and (D) such other contracts as set forth on Schedule II of the Seller Disclosure Schedule;
Included Contracts. Subject to the provisions of Section 1.07, all obligations of Company under the Included Contracts arising and to be performed on or after the Closing Date, and excluding any such obligations arising or to be performed prior to the Closing Date;
Included Contracts. Subject to Section 1.07, the following contracts (collectively the “Included Contracts”): (A) the County Agreement; (B) the Florida School Boards Association Agreement; (C) the City of Dania Beach Agreement, to be executed by Company after consultation with Purchaser; (D) the Xxx Xxxx Purse Incentive Agreement to be executed by Company after consultation with Purchaser; (E) each of the player contracts between Company and the Dania Xxx Xxxx players set forth on Schedule 1.01(a)(ii) of the Company Disclosure Schedule (collectively, the “Player Contracts”); (F) such other contracts as set forth on Schedule 1.01(a)(ii) of the Company Disclosure Schedule; (G) the Operating Agreements; and (H) the Union Agreement; (each of the contracts listed in (A) through (D) above, collectively referred to as the “Approved Gaming Contracts”).
Included Contracts. Subject to the provisions of Section 1.07, all obligations of Company or LLLP under the Included Contracts arising and to be performed on or after the Closing Date, and excluding any such obligations arising or to be performed prior to the Closing Date other than the obligation of the Company to make those certain payments to Broward County, Florida prior to the Closing Date set forth in Schedule 1.02(a)(ii) of the Company Disclosure Schedule pursuant to the County Agreement;
Included Contracts. All right, title and interest of Seller under (a) the contracts and other commitments and obligations listed or described on Exhibit B attached hereto, (b) all film rental agreements with respect to the Theaters to the extent (i) entered into by Seller in accordance with this Agreement, and (ii) in effect as of the Closing, and (c) to the extent assignable, all confidentiality and similar agreements (“CDAs”) entered into by or on behalf of Seller or its Affiliates with any Person in connection with the possible sale of all or any part of the Purchased Assets (said contracts and other commitments and obligations described in this Section 1.2.3 are hereinafter referred to as the "Included Contracts"); provided, however, that, to the extent any CDAs pertain to Excluded Assets (as defined in Section 1.3), from and after the Closing Buyer shall, at Seller’s request, cooperate with Seller in any reasonable arrangement to afford to Seller the full claims, rights and benefits under such CDAs as they relate to the Excluded Assets, including enforcement, at the cost and for the benefit of Seller, of any and all rights against a third party thereto arising out of the breach by such third party, or otherwise, and any amount received by Buyer or its Affiliates in respect thereof shall be held for and paid over to Seller.
Included Contracts. All contracts, agreements, leases (whether or not capitalized), evidences of indebtedness, and other executory contracts and commitments of Doe Run to the extent they relate to the Buick Facility (the “Included Contracts”) other than Sales Contracts;
Included Contracts. All payment and performance obligations of Doe Run accruing after the Closing Date related to the Buick Facility under the Included Contracts existing as of the Closing Date), provided, however, as a matter of clarification, any disputes or claims arising after the Closing Date pertaining to performances under the same made by Doe Run prior to or on the Closing Date, shall be retained by Doe Run;
Included Contracts. For a description of certain contracts with Governmental agencies see Schedule 4.4. Although such contracts constitute ordinary course purchase orders they will require novation agreements. Purchase Order No. 62089 Bird Environmental Technologies Inc. 000 Xxxxxx Xxxxxxxx Xxxxxxxx, XX 00000 $22,186.00/yr.
