Included Contracts Sample Clauses

Included Contracts. At any time prior to the expiration of the Inspection Period, Buyer may deliver written notice (“Contracts Election Notice”) to Sellers electing to (A) not terminate any Contracts identified in such notice entered into by an Acquired Company or a Fee Owner and (B) cause the assignment to Buyer (which shall be effectuated by Buyer’s acquisition, indirectly, of all of the membership interests in the Fee Owners) at Closing of any Contracts identified in such notice entered into by Sellers or their Affiliates (other than the Acquired Companies) which benefit any Property or Properties, which shall include any agreements or engagement letters with accounting groups (all such Contracts which Buyer elects to assume at Closing, collectively, the “Included Contracts”). At Closing, Sellers shall, or shall cause the Acquired Companies, Fee Owners and/or such other of Sellers’ Affiliates party to such Contracts to, terminate, at no cost to Sellers (it being agreed that Buyer shall not be responsible for the termination costs of any Contracts Buyer does not elect to assume at Closing which are entered into by Seller after the Effective Date without Buyer’s prior written approval; provided that Buyer’s prior written approval of any Contracts shall be deemed Buyer’s election to assume same at Closing and such Contracts shall be deemed Included Contracts), all Contracts other than the Included Contracts (and other than the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Agreement (as hereinafter defined)), and to cause the assignment at Closing (which shall be effectuated by Buyer’s acquisition, indirectly, of all of the membership interests in the Fee Owners or by assignment of any Included Contracts from any other Affiliates of Sellers as necessary) of such Included Contracts to be assigned to Buyer (or Buyer’s designee) as contemplated pursuant to clause (B) above. In the event that Buyer does not timely deliver the Contracts Election Notice, Buyer shall be deemed to have elected not to assume any Contracts (other than the Contracts Buyer approves in writing after the Effective Date, all of such Contracts to be deemed Included Contracts). Notwithstanding the foregoing, Sellers shall be solely responsible for, and in no event shall Buyer be responsible for, any fees, costs or expenses associated with the termination of any property management agreement with Prager Property Management, LLC or its Affiliates.

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) each of the player contracts between Seller and the J▇▇ ▇▇▇▇ players set forth on Schedule II of 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 Seller Disclosure Schedule;

Included Contracts. The Included Contracts shall have been ------------------ acquired in accordance with Section 5.10.

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. 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 ▇▇▇ ▇▇▇▇ Purse Incentive Agreement to be executed by Company after consultation with Purchaser; (E) each of the player contracts between Company and the Dania ▇▇▇ ▇▇▇▇ 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. 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. On the Closing Date, pursuant to Bankruptcy Code section 365, Seller shall assume and assign to Purchaser, and Purchaser shall accept assignment of, the Included Contracts.