Other Assumed Contracts Sample Clauses

Other Assumed Contracts. All of Circle K's rights under (i) the leases of the CK Leased Properties, (ii) any tenant leases or other contracts by which any third party leases or operates any portion of a CK Property (such as, for example, a quick service restaurant ("QSR") franchise agreement or sublease) and (iii) any other Contracts (as hereinafter defined) necessary for the continued operation of a particular CK Property (collectively with the Dealer Agreements and the Agent Agreements, the "CK Assumed Contracts").
Sample 1Sample 2
AutoNDA by SimpleDocs
Other Assumed Contracts. All of CrossAmerica's rights under (i) any tenant leases or other contracts by which any third party leases or operates any portion of a CAPL Property (such as, for example, a QSR franchise agreement or sublease) and (iii) any other Contracts necessary for the continued operation of a particular CAPL Property (collectively, the "CAPL Assumed Contracts"); provided, that (x) all leases of any of the CAPL Properties to Circle K or its subsidiaries shall not be assigned and shall be terminated by the Parties upon the applicable Closing and (y) all Contracts pursuant to which CrossAmerica has any right or obligation to sell branded or unbranded motor fuel to Circle K or its subsidiaries at the CAPL Properties shall not be assigned and shall continue in full force and effect in accordance with their terms after the applicable Closing.
Sample 1Sample 2
Other Assumed Contracts. Each Other Assumed Contract and safe deposit rental agreement is valid, binding and in full force and effect and is enforceable in accordance with its terms against the Seller, and, to the Seller's Knowledge, each other party thereto, in each case except as such validity, binding effect or enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, fraudulent transfer, moratorium (whether general or specific) or other law now or hereafter in effect affecting the enforceability of creditors' rights generally. Neither the Seller nor, to the Seller's Knowledge, any other party to any Other Assumed Contract, is in default or breach thereunder and, to the Seller's Knowledge, there are no disputes with respect thereto, no notice of default has been received by the Seller in connection therewith, and, to the Seller's Knowledge, no event has occurred that would constitute a default or breach, except, in each case, for any default, breach or dispute which alone, or taken in the aggregate, would not reasonably be expected to have a Seller Material Adverse Effect.
Sample 1
Other Assumed Contracts. The Seller shall deliver to the Buyer within 45 days after the date hereof a complete and accurate list of any individual Financial Center maintenance contract or equipment lease that relates to the operation of the Financial Centers, is not subject to a master lease pursuant to which equipment is leased by the Seller or its Affiliates at locations other than the Financial Centers and is capable of being assigned to the Buyer (the "Other Assumed Contracts"). At the option of the Buyer, the Seller shall use its commercially reasonable efforts, and shall cooperate with the Buyer, in obtaining any required consent to assign any such Other Assumed Contract to the Buyer.
Sample 1
Other Assumed Contracts. All of Sellers’ rights under (i) any tenant leases or other contracts by which any third party leases or operates any portion of a Location (such as, for example, a quick service restaurant (“QSR”) franchise agreement or sublease) and (ii) any other Contracts (as hereinafter defined) necessary for the continued operation of a particular Location, including, for example, any franchise agreements for company-operated QSR or similar agreements or arrangements, and (iii) any fuel supply agreements, PMPA franchise agreements, or similar agreements pursuant to which any Seller purchases fuel from any branded or unbranded fuel supplier (collectively with the Dealer Agreements, the “Assumed Contracts”).
Sample 1
Other Assumed Contracts. All licenses, authorisations or permissions (in whatsoever form and whether express or implied) under which Limited uses any Limited Intellectual Property owned by any third party ("Limited IP Licences") and (ii) all arrangements and agreements under which any third party (including AC or any source code deposit agents) provides any element of, or services relating to, the IT System (the "IT Services Contracts");
Sample 1
Other Assumed Contracts. Schedule 6.7 sets forth a complete and accurate list of any individual maintenance contract or equipment leases that relate to the operation of the Branches, but are not subject to a master lease pursuant to which equipment is leased by the Seller or its Affiliates at locations other than the Branches, and are capable of being assigned to the Buyer (the “Other Assumed Contracts”). Each of the Other Assumed Contracts is in full force and effect, and there are no known defaults under any of the Other Assumed Contracts. At the option of the Buyer, the Seller shall use its commercially reasonable efforts (which, for the avoidance of doubt, shall not require incurring any expense), and shall cooperate with the Buyer, in obtaining any required consent to assign any such Other Assumed Contract to the Buyer.
Sample 1
AutoNDA by SimpleDocs
Other Assumed Contracts. All of Sellers' rights under any equipment lease, contract, agreement, plan, or arrangement identified in Schedule 2.2(e) and under any other lease, contract, agreement, plan, or arrangement which may otherwise relate to the Software.
Sample 1

Related to Other Assumed Contracts

  • Assumed Contracts The term "Assumed Contracts" shall have the meaning set forth in Section 2.1(e).

  • Assigned Contracts The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under its Assigned Contracts. The Grantor shall notify the Lender in writing, promptly after the Grantor becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of its material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor shall fail after the Lender’s demand to pursue diligently any right under its material Assigned Contracts, or if a Default then exists, the Lender may directly enforce such right in its own or the Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Lender shall determine. In any suit, proceeding or action brought by the Lender under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor shall indemnify and hold the Lender and Lender harmless from and against all expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor to or in favor of such obligor or its successors. All such obligations of the Grantor shall be and remain enforceable only against the Grantor and shall not be enforceable against the Lender. Notwithstanding any provision hereof to the contrary, the Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Lender’s exercise of any of its rights with respect to the Collateral shall not release the Grantor from any of such duties and obligations. The Lender shall not be obligated to perform or fulfill any of the Grantor’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

  • Transferred Contracts As of the date hereof, except for Excluded Contracts, the Contracts listed on Schedule 1.1(bbbb) are all of the Contracts between Seller and any third party. Except for copies of purchase orders entered into by Seller in the ordinary course of business and consistent with past practices that have not been provided to Buyer, true and complete copies of all Contracts listed on Schedule 1.1(bbbb) (including all amendments, schedules and exhibits thereto) have been delivered to Buyer. Each Transferred Contract or Lease Agreement is in full force and effect and Seller is not in breach thereof, nor to Seller’s Knowledge is any party obligated to Seller pursuant to any such Transferred Contract or Lease Agreement in breach thereof. Seller has neither breached, violated nor defaulted under, nor received notice that Seller has breached, violated or defaulted under, any of the terms or conditions of any Transferred Contract or Lease Agreement. Seller has obtained, or will obtain prior to the Closing, all necessary consents, waivers and approvals of parties to any Transferred Contract or Lease Agreement as are required thereunder in connection with the Closing, or for any such Transferred Contract or Lease Agreement to remain in full force and effect without limitation, modification or alteration after the Closing. Following the Closing, Buyer will be permitted to exercise all of the rights Seller had under the Transferred Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which Seller would otherwise be required to pay pursuant to the terms of such Transferred Contracts had the transactions contemplated by this Agreement and the Collateral Agreements not occurred. Seller has not received any notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Transferred Contract or Lease Agreement. Seller has not waived any right under any Transferred Contract. To the Knowledge of Seller, each Person against whom Seller has or may acquire any rights under any Transferred Contract is able to satisfy all of such Person’s current and future monetary obligations and other obligations and liabilities thereunder. No Person is renegotiating, or has the right to renegotiate, any amount paid or payable to Seller or owed by Seller under any Transferred Contract or Lease Agreement or any other term or provision of any Transferred Contract or Lease Agreement. Seller has not guaranteed or otherwise agreed to cause, insure or become liable for, nor pledged any of its assets to secure, the performance or payment of any obligation or other liability of any other Person.

  • Property Contracts Purchaser shall assume at Closing the obligations under the Property Contracts assumed by Purchaser; however, operating expenses shall be prorated under Section 5.4.2.

  • Seller Contracts All contracts and agreements, other than ---------------- Governmental Permits and those relating to Real Property, pertaining to the ownership, operation and maintenance of the Assets or the Business or used or held for use in the Business, as described on SCHEDULE 5.6 or, in the case of contracts and agreements relating to Real Property, on SCHEDULE 5.7.

  • Third Party Contracts From the Effective Date through and including the Closing Date, Seller agrees to enter into only those third-party contracts which are necessary to carry out its obligations under Section 5.2, which shall be on market terms and cancellable on thirty (30) days written notice or less, without payment of any fee or penalty. Copies of all such contracts so entered into by Seller shall be promptly provided by Seller to Purchaser.

  • Material Contracts and Transactions Other than as expressly contemplated by this Agreement, there are no material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Pubco is a party except as disclosed in writing to Priveco or as disclosed in the Pubco SEC Documents.

  • Service Contracts (a) The Trustees may, at any time and from time to time, contract for exclusive or nonexclusive advisory, management and/or administrative services for the Trust or for any Series with any Person; and any such contract may contain such other terms as the Trustees may determine, including without limitation, authority for the Investment Adviser to determine from time to time without prior consultation with the Trustees what investments shall be purchased, held, sold or exchanged and what portion, if any, of the assets of the Trust shall be held uninvested and to make changes in the Trust's investments, and such other responsibilities as may specifically be delegated to such Person.

  • Contracts and Leases (a) Schedule 4.12(a) lists each written contract, license, agreement, or personal property lease which is material to the business or operations of the Purchased Assets, other than any contract, license, agreement or personal property lease which is listed or described on another Schedule, or which is expected to expire or terminate prior to the Closing Date, or which provides for annual payments by Seller after the date hereof of less than $250,000 or payments by Seller after the date hereof of less than $1,000,000 in the aggregate.

  • Material Contracts and Commitments Neither the Company, nor, to the best knowledge of the Company, any third party is in default under any material contract, agreement or instrument to which the Company is a party.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!