Common use of Previously Omitted Contracts Clause in Contracts

Previously Omitted Contracts. (i) If, prior to or following Closing, it is discovered that a Contract should have been listed on Schedule 1.1(f) but was not listed on Schedule 1.1(f) (any such Contract, a “Previously Omitted Contract”), Sellers shall, promptly following the discovery thereof (but in no event later than five (5) Business Days following the discovery thereof), notify Purchaser in writing of such Previously Omitted Contract and all Cure Costs (if any) for such Previously Omitted Contract. Purchaser shall thereafter deliver written notice to Sellers, no later than five (5) Business Days following notification of such Previously Omitted Contract from Sellers, designating such Previously Omitted Contract as “Assumed” or “Rejected” (a “Previously Omitted Contract Designation”). A Previously Omitted Contract designated in accordance with this Section 2.6(b)(i) as “Rejected,” or with respect to which Purchaser fails to timely deliver a Previously Omitted Contract Designation, shall be an Excluded Contract. (ii) If Purchaser designates a Previously Omitted Contract as “Assumed” in accordance with Section 2.6(b)(i), (A) Schedule 1.1(f) shall be amended to include such Previously Omitted Contract and (B) Sellers shall serve a notice (the “Previously Omitted Contract Notice”) on the counterparties to such Previously Omitted Contract notifying such counterparties of the Cure Costs with respect to such Previously Omitted Contract and Sellers’ intention to assume and assign such Previously Omitted Contract in accordance with this Section 2.6(b) with no adjustment to the Purchase Price. The Previously Omitted Contract Notice shall provide the counterparties to such Previously Omitted Contract with seven (7) days to object, in writing to Sellers and Purchaser, to the Cure Costs and the assumption, assignment and sale of the Previously Omitted Contract. If the counterparties, Sellers and Purchaser are unable to reach a consensual resolution with respect to the objection, Sellers will seek an expedited hearing before the Bankruptcy Court to determine the Cure Costs and approve the assumption, assignment and sale. If no objection is timely served on Sellers and Purchaser, Sellers shall seek an Order of the Bankruptcy Court fixing the Cure Costs and approving the assumption of the Previously Omitted Contract.

Previously Omitted Contracts. (i) If, If prior to or following Closing, Closing it is discovered that a Contract should have been listed on Schedule 1.1(f1.1(a) but was not listed on Schedule 1.1(f) 1.1(a), (any such Contract, a “Previously Omitted Contract”), Sellers shall, promptly following the discovery thereof (but in no event later than five two (52) Business Days following the discovery thereof), notify Purchaser Buyer in writing of such Previously Omitted Contract and all proposed Cure Costs Amounts (if any) for such Previously Omitted Contract. Purchaser Buyer shall thereafter deliver written notice to Sellers, no later than five (5) Business Days following notification of such Previously Omitted Contract from Sellers, designating such Previously Omitted Contract as “Assumed” or “Rejected” (a “Previously Omitted Contract Designation”). A Previously Omitted Contract designated in accordance with this Section 2.6(b)(i2.7(d)(i) as “Rejected,” or with respect to which Purchaser Buyer fails to timely deliver a Previously Omitted Contract Designation, shall be an Excluded Contract. (ii) If Purchaser Buyer designates a Previously Omitted Contract as “Assumed” in accordance with Section 2.6(b)(i2.7(d)(i), (A) Schedule 1.1(f1.1(b) shall be amended to include such Previously Omitted Contract and (B) Sellers shall serve a notice (the “Previously Omitted Contract Notice”) on the counterparties to such Previously Omitted Contract notifying such counterparties of the proposed Cure Costs Amounts with respect to such Previously Omitted Contract and Sellers’ intention to assume and assign such Previously Omitted Contract in accordance with this Section 2.6(b2.7(d) with no adjustment to the Purchase Price. The Previously Omitted Contract Notice shall provide the counterparties to such Previously Omitted Contract with seven (7) days to object, in writing to the Sellers and PurchaserBuyer, to the Cure Costs Amount and the assumption, assignment and sale of the Previously Omitted Contract. If the counterparties, Sellers and Purchaser Buyer are unable to reach a consensual resolution with respect to the objection, Sellers will seek an expedited hearing before the Bankruptcy Court to determine the Cure Costs Amounts and approve the assumption, assignment and sale. If no objection is timely served on Sellers and PurchaserBuyer, Sellers shall seek obtain an Order of the Bankruptcy Court fixing the Cure Costs Amounts and approving the assumption of the Previously Omitted Contract.

Previously Omitted Contracts. (i) If, If prior to or following Closing, it is discovered that a Contract should have been listed on Schedule 1.1(f1.6(a) but was not listed on Schedule 1.1(f1.6(a), or if Purchaser desires in its sole discretion to acquire any Contract to which Seller is party (including any Non-Assumed Contract prior to the entry by the Bankruptcy Court of an order with respect thereto) (any such Contract, a “Previously Omitted Contract”), Sellers Seller shall, promptly following the discovery thereof or receipt of notice from Purchaser of its desire to acquire any such Contract (but in no event later than five two (52) Business Days following the discovery thereofthereof or receipt of such notice), notify Purchaser in writing of such Previously Omitted Contract and all Cure Costs (if any) for such Previously Omitted Contract. Purchaser shall thereafter deliver written notice to SellersSeller, no later than five (5) Business Days following notification of such Previously Omitted Contract from SellersSeller, designating such Previously Omitted Contract as “Assumed” or “RejectedNon-Assumed” (a “Previously Omitted Contract Designation”). A Previously Omitted Contract designated in accordance with this Section 2.6(b)(i1.6(b)(i) as “RejectedNon-Assumed,” or with respect to which Purchaser fails to timely deliver a Previously Omitted Contract Designation, shall be an Excluded a Non-Assumed Contract. (ii) If Purchaser designates a Previously Omitted Contract as “Assumed” in accordance with Section 2.6(b)(i1.6(b)(i), (Ai) Schedule 1.1(f1.6(a) shall be amended to include such Previously Omitted Contract and (Bii) Sellers Seller shall serve a notice (the “Previously Omitted Contract Notice”) on the counterparties to such Previously Omitted Contract notifying such counterparties of the Cure Costs with respect Seller’s intention to such Previously Omitted Contract assign and Sellers’ Purchaser’s intention to assume and assign such Previously Omitted Contract in accordance with this Section 2.6(b) with no adjustment to the Purchase Price1.6. The Previously Omitted Contract Notice shall provide the counterparties to such Previously Omitted Contract with seven ten (710) days Business Days to object, in writing to Sellers Seller and Purchaser, to the Cure Costs and the assumption, assignment and sale assumption of the Previously Omitted its Contract. If the counterparties, Sellers Seller and Purchaser are unable to reach a consensual resolution with respect to the objection, Sellers Seller will seek an expedited hearing before the Bankruptcy Court to determine the Cure Costs and approve the assumption, assignment and sale. If no objection is timely served on Sellers Seller and Purchaser, Sellers Seller shall seek obtain an Order order of the Bankruptcy Court fixing the Cure Costs and approving the assumption of the Previously Omitted Contract. Seller and Purchaser shall execute, acknowledge and deliver such other instruments and take commercially reasonable efforts as are reasonably practicable for Purchaser to assume the rights and obligations under such Previously Omitted Contract.

Previously Omitted Contracts. (i) If, If prior to or following Closing, it is discovered that a Contract should have been listed on Schedule 1.1(f1.6(a) but was not listed on Schedule 1.1(f1.6(a), or if Purchaser desires in its sole discretion to acquire any Contract to which one or more of the Sellers are party (including any Rejected Contract prior to the entry by the Bankruptcy Court of an order with respect thereto) (any such Contract, a “Previously Omitted Contract”), Sellers shall, promptly following the discovery thereof or receipt of notice from Purchaser of its desire to acquire any such Contract (but in no event later than five two (52) Business Days following the discovery thereofthereof or receipt of such notice), notify Purchaser in writing of such Previously Omitted Contract and all Cure Costs (if any) for such Previously Omitted Contract. Purchaser shall thereafter deliver written notice to Sellers, no later than five (5) Business Days following notification of such Previously Omitted Contract from Sellers, designating such Previously Omitted Contract as “Assumed” or “Rejected” (a “Previously Omitted Contract Designation”). A Previously Omitted Contract designated in accordance with this Section 2.6(b)(i1.6(b)(i) as “Rejected,” or with respect to which Purchaser fails to timely deliver a Previously Omitted Contract Designation, shall be an Excluded a Rejected Contract. (ii) If Purchaser designates a Previously Omitted Contract as “Assumed” in accordance with Section 2.6(b)(i1.6(b)(i), (Ai) Schedule 1.1(f1.6(a) shall be amended to include such Previously Omitted Contract and (Bii) Sellers shall serve a notice (the “Previously Omitted Contract Notice”) on the counterparties to such Previously Omitted Contract notifying such counterparties of the Cure Costs with respect to such Previously Omitted Contract and Sellers’ intention to assume and assign such Previously Omitted Contract in accordance with this Section 2.6(b) with no adjustment to the Purchase Price1.6. The Previously Omitted Contract Notice shall provide the counterparties to such Previously Omitted Contract with seven fifteen (715) days Business Days to object, in writing to the Sellers and Purchaser, to the Cure Costs and or the assumption, assignment and sale assumption of the Previously Omitted its Contract. If the counterparties, Sellers and Purchaser are unable to reach a consensual resolution with respect to the objection, the Sellers will seek an expedited hearing before the Bankruptcy Court to determine the Cure Costs and approve the assumption, assignment and sale. If no objection is timely served on the Sellers and Purchaser, Sellers shall seek obtain an Order order of the Bankruptcy Court fixing the Cure Costs and approving the assumption of the Previously Omitted Contract.

Previously Omitted Contracts. (i) If, If prior to or following Closing, the Closing it is discovered that a Contract should have been listed on Schedule 1.1(f) but material to the operation of the Purchased Assets was not listed on Schedule 1.1(f) previously disclosed to Purchaser (any such Contract, a “Previously Omitted Contract”), Sellers shall, promptly following the discovery thereof (but in no event later than five (5) Business Days following the discovery thereofsuch discovery), notify Purchaser in writing of such Previously Omitted Contract and all Cure Costs (if any) for such Previously Omitted Contract. Purchaser shall shall, if so notified (or otherwise upon becoming aware of any Previously Omitted Contract and after having been notified of its Cure Costs, if any), thereafter deliver written notice to Sellers, no later than five (5) Business Days following such notification of such Previously Omitted Contract from Sellers, designating designating, in its sole discretion, such Previously Omitted Contract as “Assumed” or “Rejected” (a “Previously Omitted Contract Designation”). A Previously Omitted Contract designated in accordance with this Section 2.6(b)(i2.7(b)(i) as “Rejected,” or with respect to which Purchaser fails to timely deliver a Previously Omitted Contract Designation, shall be an Excluded Contract. For the purposes of this Section 2.7(b)(i), a Contract shall have been disclosed to Purchaser if such Contract was available in the Sellers’ data room prior to the Auction. (ii) If Purchaser designates a Previously Omitted Contract as “Assumed” in accordance with Section 2.6(b)(i2.7(b)(i), (A) Schedule 1.1(fSchedule1.1(f) shall be amended to include such Previously Omitted Contract and (B) Sellers shall serve file a motion with the Bankruptcy Court on regular notice seeking to assume and assign any Previously Omitted Contract to Purchaser (the “Previously Omitted Contract NoticeMotion”) on the counterparties to such Previously Omitted Contract notifying such counterparties of the Cure Costs with respect to such Previously Omitted Contract and Sellers’ intention to assume and assign such Previously Omitted Contract in accordance with this Section 2.6(b2.7(b) with no adjustment to the Purchase Price. The Previously Omitted Contract Notice Motion shall provide the counterparties to such Previously Omitted Contract with seven (7) days notice as required under the Bankruptcy Code to object, in writing to the Sellers and Purchaser, to the Cure Costs Cost and the assumption, assignment and sale of the Previously Omitted Contract. If For the counterpartiesavoidance of doubt, Sellers (v) inability to obtain an assumption and assignment of any Previously Omitted Contract on or before the Closing Date shall not be a condition to Purchaser’s obligation to make the deliveries required of Purchaser are unable at the Closing and otherwise consummate the Contemplated Transactions; (w) a Previously Omitted Contract that is fully assumed shall be deemed a Purchased Contract, (x) if Purchaser has not provided a written designation to reach a consensual resolution assume any such Previously Omitted Contract in accordance with the foregoing, then such Previously Omitted Contract shall be deemed to be an Excluded Contract, (y) no prepetition Cure Costs shall be due or payable with respect to such Previously Omitted Contract until the objection, Sellers will seek an expedited hearing before permanent assumption thereof and (z) each such Contract that becomes a Purchased Contract pursuant to this Section 2.7 shall concurrently be deemed to have become a Purchased Asset. (iii) After the Bankruptcy Court Closing and prior to determine notifying the Cure Costs and approve the assumption, assignment and sale. If no objection is timely served on Sellers and PurchaserPurchaser as set forth in Section 2.7(b)(i), Sellers shall seek not terminate, amend, supplement, modify or waive any rights under, cause a default under or create any Encumbrance with respect to, any Contract (other than a Contract that is an Order Excluded Asset), or take any affirmative action not required by the terms thereof, without the prior written consent of the Bankruptcy Court fixing the Cure Costs and approving the assumption of the Previously Omitted ContractPurchaser (not to be unreasonably withheld or delayed), unless Purchaser has provided notice to Sellers in writing designating such Contract for exclusion pursuant to this Section 2.7(b).

Previously Omitted Contracts. (i) If, prior to or following Closing, and while the Bankruptcy Cases are pending, it is discovered that a Contract should have been listed on Schedule 1.1(f) the Executory Contract List but was not listed on Schedule 1.1(f) the Executory Contract List (any such Contract, a “Previously Omitted Contract”), Sellers shall, as promptly as reasonably practicable, following the discovery thereof (but in no event later than five (5) Business Days following the discovery thereofthereof and in any event prior to dismissal of the Bankruptcy Cases), (A) notify Purchaser in writing Buyer of such Previously Omitted Contract and all Cure Costs Amounts (if any) for such Previously Omitted Contract. Purchaser shall thereafter deliver written notice to Sellers, no later than five (5) Business Days following notification of such Previously Omitted Contract from Sellers, designating such Previously Omitted Contract as “Assumed” or “Rejected” (a “Previously Omitted Contract Designation”). A Previously Omitted Contract designated in accordance with this Section 2.6(b)(i) as “Rejected,” or with respect to which Purchaser fails to timely deliver a Previously Omitted Contract Designation, shall be an Excluded Contract. (ii) If Purchaser designates a Previously Omitted Contract as “Assumed” in accordance with Section 2.6(b)(i), (A) Schedule 1.1(f) shall be amended to include such Previously Omitted Contract and (B) Sellers shall serve if required by Buyer, file a motion with the Bankruptcy Court on appropriate notice (the “Previously Omitted Contract Notice”) on to the counterparties to such Previously Omitted Contract notifying such counterparties seeking entry of an order (the “Omitted Contract Order”) fixing the Cure Costs with respect Amounts and approving the assumption by Buyer or its Affiliate Designees, as applicable, and assignment to such Previously Omitted Contract and Sellers’ intention to assume and assign Buyer or its Affiliate Designees, as applicable, of such Previously Omitted Contract in accordance with this Section 2.6(b) with 2.5(b); provided, that no adjustment to the Purchase Price. The Previously Omitted Contract Notice shall provide the counterparties to be assumed and assigned unless such Previously Omitted Contract shall be designated by Buyer as an “Assigned Contract” in accordance with seven this Section 2.5(b)(i)); provided, further, that Sellers shall be obligated to pay all Cure Amounts in accordance with Section 2.5(a) related to any Previously Omitted Contract that is subsequently designated by Buyer as an Assigned Contract pursuant to this Section 2.5(b)(i). (7ii) days to object, in writing to Sellers and Purchaser, to the Cure Costs and the assumption, assignment and sale Within five (5) Business Days of its receipt of the notice provided in Section 2.5(b)(i)(A), Buyer shall deliver written notice to Sellers, designating such Previously Omitted Contract as an Assigned Contract or an Excluded Contract, as Buyer may determine in its sole discretion. For purposes of the application of this Section 2.5, each Previously Omitted Contract so designated as an Assigned Contract shall be an Assigned Contract, and each Previously Omitted Contract so designated as an Excluded Contract shall be an Excluded Contract. If Each Previously Omitted Contract shall then be treated in accordance with the counterparties, Sellers and Purchaser are unable to reach a consensual resolution provisions of this Section 2.5 with respect to the objection, Sellers will seek an expedited hearing before the Bankruptcy Court to determine the Cure Costs Assigned Contracts and approve the assumption, assignment and sale. If no objection is timely served on Sellers and Purchaser, Sellers shall seek an Order of the Bankruptcy Court fixing the Cure Costs and approving the assumption of the Previously Omitted ContractExcluded Contracts.

Previously Omitted Contracts. (i) If, If prior to two (2) Business Days before the Auction for the Purchased Assets in accordance with the Bidding Procedures Order, or following Closingsuch later date as may be agreed by the Sellers and Purchaser, it is discovered that a Contract should have been listed on the Contract and Cure Schedule 1.1(f) but was not, or if Purchaser desires in its sole discretion to acquire any Contract to which one or more Sellers are party that was not listed on Schedule 1.1(fincluded (including any Rejected Contract prior to the entry by the Bankruptcy Court of an order with respect thereto) (any such Contract, a “Previously Omitted Contract”), Sellers shall, promptly following the discovery 22 thereof or receipt of notice from Purchaser of its desire to acquire any such Contract (but in no event later than five two (52) Business Days following the discovery thereofthereof or receipt of such notice), notify Purchaser in writing of such Previously Omitted Contract and all Cure Costs (if any) for such Previously Omitted Contract. Purchaser shall thereafter deliver written notice to Sellers, no later than five ten (510) Business Days following notification of such Previously Omitted Contract from Sellers, designating such Previously Omitted Contract as “Assumed” or “Rejected” (a “Previously Omitted Contract Designation”). A Previously Omitted Contract designated in accordance with this Section 2.6(b)(i2.5(b)(i) as “Rejected,” or with respect to which Purchaser fails to timely deliver a Previously Omitted Contract Designation, shall be an Excluded a Rejected Contract. . (ii) If Purchaser designates a Previously Omitted Contract as “Assumed” in accordance with Section 2.6(b)(i2.5(b)(i), (Ai) the Contract and Cure Schedule 1.1(f) shall be amended to include such Previously Omitted Contract and (Bii) Sellers shall serve a notice (the “Previously Omitted Contract Notice”) on the counterparties to such Previously Omitted Contract notifying such counterparties of the Cure Costs with respect to such Previously Omitted Contract and Sellers’ intention to assume and assign such Previously Omitted Contract in accordance with this Section 2.6(b) with no adjustment to the Purchase Price2.5. The Previously Omitted Contract Notice shall provide the counterparties to such Previously Omitted Contract with seven (7) days to object, in writing to Sellers and Purchaser, to the Cure Costs and or the assumption, assignment and sale assumption of the Previously Omitted its Contract. If the counterparties, Sellers and Purchaser are unable to reach a consensual resolution with respect to the objection, Sellers will seek an expedited hearing before the Bankruptcy Court to determine the Cure Costs required to be paid (to the extent disputed) and approve the assumption, assignment and sale. If no objection is timely served on Sellers and Purchaser, Sellers shall seek obtain an Order order of the Bankruptcy Court fixing the Cure Costs at the amount set forth in the Previously Omitted Contract Notice and approving the assumption of the Previously Omitted Contract.. (c) Post-Petition Contracts. Schedule 2.5(c) sets forth a list of all Contracts to which one or more Sellers are party to and which are entered into following the Petition Date and on or prior to the date of this Agreement. Such Contract shall be subject to assignment with the procedures set forth in Section 2.5(b), mutatis mutandis. (d) Further Conveyances and Assumptions. From time to time following the Closing, Sellers and Purchaser will, and will cause their respective Affiliates under their control to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, assignments, releases and other instruments, and will take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assigns, all of the Purchased Assets intended to be conveyed to Purchaser under this Agreement and to assure fully to each Seller and its Affiliates and their successors and assigns, the assumption of the Assumed Liabilities and obligations intended to be assumed by Purchaser under this Agreement, and to otherwise make effective the transactions contemplated by this Agreement, except that nothing in this Section 2.5 will require Purchaser or any of its Affiliates to assume any Liabilities other than the Assumed Liabilities. 23

Previously Omitted Contracts. (i) If, prior to or following Closing, In the event that it is discovered that a Contract or Lease should have been listed on the Contract Schedule 1.1(f) but was not listed on the Contract Schedule 1.1(f) (any such ContractContract or Lease, a “Previously Omitted Contract”), Sellers Seller shall, promptly immediately following the discovery thereof (but in no event later than five two (52) Business Days following the discovery thereof), (i) notify Purchaser in writing Buyer of such Previously Omitted Contract and all Cure Costs (if any) for such Previously Omitted Contract. Purchaser shall thereafter deliver written notice to Sellers, no later than five (5) Business Days following notification of such Previously Omitted Contract from Sellers, designating such Previously Omitted Contract as “Assumed” or “Rejected” (a “Previously Omitted Contract Designation”). A Previously Omitted Contract designated in accordance with this Section 2.6(b)(i) as “Rejected,” or with respect to which Purchaser fails to timely deliver a Previously Omitted Contract Designation, shall be an Excluded Contract. and (ii) If Purchaser designates file a Previously Omitted Contract as “Assumed” in accordance motion with Section 2.6(b)(i), (A) Schedule 1.1(f) shall be amended the Bankruptcy Court on notice to include such Previously Omitted Contract and (B) Sellers shall serve a notice (the “Previously Omitted Contract Notice”) on the counterparties to such Previously Omitted Contract notifying such counterparties seeking entry of an order (the “Omitted Contract Motion”) requesting that the Bankruptcy Court fix the Cure Costs with respect to such Previously Omitted Contract and Sellers’ intention to assume authorize the assumption and assign assignment or rejection of such Previously Omitted Contract in accordance with this Section 2.6(b5.10. Buyer shall then have until the later of the Retained Contract Deadline or ten (10) with no adjustment to Business Days after the Purchase Price. The receipt of notice of the Previously Omitted Contract Notice shall provide the counterparties to designate such Previously Omitted Contract as an Assumed Contract, Rejected Contract, or, if the Retained Contracts Period is at least twenty (20) Business Days in the future, a Retained Contract. Seller shall take all other actions necessary or appropriate to cause any Previously Omitted Contract to be treated in accordance with seven (7) days this Section 5.10. Seller shall be responsible for the payment of any Cure Costs related to object, in writing to Sellers and Purchaser, a Previously Omitted Contract designated as an Assumed Contract to the extent that the Reserve Account is not sufficient to pay all Cure Costs and or the assumption, assignment and sale of the Previously Omitted Contract. If the counterparties, Sellers and Purchaser are unable balance has already been paid to reach a consensual resolution with respect Seller pursuant to the objection, Sellers will seek an expedited hearing before the Bankruptcy Court to determine the Cure Costs and approve the assumption, assignment and sale. If no objection is timely served on Sellers and Purchaser, Sellers shall seek an Order of the Bankruptcy Court fixing the Cure Costs and approving the assumption of the Previously Omitted ContractSection 5.10(a)(iv).

Previously Omitted Contracts. (i) If, If prior to or following Closing, it is discovered that a Contract should have been listed on Schedule 1.1(f2.5(a) but was not listed on Schedule 1.1(f2.5(a) and has not been rejected by Sellers (any such Contract, a “Previously Omitted Contract”), Sellers shall, promptly following the discovery thereof (but in no event later than five two (52) Business Days following the discovery thereof), notify Purchaser Buyer in writing of such Previously Omitted Contract and all Cure Costs (if any) for such Previously Omitted Contract. Purchaser Buyer shall thereafter deliver written notice to Sellers, no later than five (5) Business Days following notification of such Previously Omitted Contract from Sellers, designating such Previously Omitted Contract as “Assumed” or “Rejected” (a “Previously Omitted Contract Designation”). A Previously Omitted Contract designated in accordance with this Section 2.6(b)(i2.5(b)(i) as “Rejected,” or with respect to which Purchaser Buyer fails to timely deliver a Previously Omitted Contract Designation, shall be an Excluded Contract. (ii) If Purchaser Buyer designates a Previously Omitted Contract as “Assumed” in accordance with Section 2.6(b)(i2.5(b)(i), (A) Schedule 1.1(f) shall be amended to include such Previously Omitted Contract and (B) Sellers shall serve a notice (the “Previously Omitted Contract Notice”) on the counterparties to such Previously Omitted Contract notifying such counterparties of the Cure Costs with respect to such Previously Omitted Contract and Sellers’ intention to assume and assign such Previously Omitted Contract in accordance with this Section 2.6(b) with no adjustment to the Purchase Price2.5. The Previously Omitted Contract Notice shall provide the counterparties to such Previously Omitted Contract with seven ten (710) days Business Days to object, in writing to Sellers and PurchaserBuyer, to the Cure Costs and or the assumption, assignment and sale assumption of the Previously Omitted its Contract. If the counterparties, Sellers and Purchaser Buyer are unable to reach a consensual resolution with respect to the objection, Sellers will shall seek an expedited hearing before the Bankruptcy Court to determine the Cure Costs and approve the assumption, assignment and sale. If no objection is timely served on Sellers and PurchaserBuyer, Sellers shall seek obtain an Order order of the Bankruptcy Court fixing the Cure Costs and approving the assumption of the Previously Omitted Contract. Buyer shall be responsible for all Cure Costs relating to such “Assumed” Previously Omitted Contracts and for any obligations or Liabilities relating to such “Assumed” Previously Omitted Contracts arising during the Extended Contract Period.

Previously Omitted Contracts. (i) If, prior to or following Closing, In the event that it is discovered that a Contract material Contract, Lease or Real Property Lease should have been listed on the Contracts Schedule 1.1(f) but was not listed on the Contracts Schedule 1.1(f) (any such Contract, a “Previously Omitted Contract”), Sellers shall, promptly immediately following the discovery thereof (but in no event later than five two (52) Business Days following the discovery thereof), (A) notify Purchaser in writing Buyer of such Previously Omitted Contract and all Cure Costs (if any) for such Previously Omitted Contract. Purchaser shall thereafter deliver written notice to Sellers, no later than five (5) Business Days following notification of such Previously Omitted Contract from Sellers, designating such Previously Omitted Contract as “Assumed” or “Rejected” (a “Previously Omitted Contract Designation”). A Previously Omitted Contract designated in accordance with this Section 2.6(b)(i) as “Rejected,” or with respect to which Purchaser fails to timely deliver a Previously Omitted Contract Designation, shall be an Excluded Contract. (ii) If Purchaser designates a Previously Omitted Contract as “Assumed” in accordance with Section 2.6(b)(i), (A) Schedule 1.1(f) shall be amended to include such Previously Omitted Contract and (B) Sellers shall serve file a motion with the Bankruptcy Court on notice (the “Previously Omitted Contract Notice”) on to the counterparties to such Previously Omitted Contract notifying such counterparties seeking entry of an order (the “Omitted Contract Motion”) requesting that the Bankruptcy Court fix the Cure Costs with respect to such Previously Omitted Contract (if any) and Sellers’ intention to assume authorize the potential assumption and assign assignment of such Previously Omitted Contract in accordance with this Section 2.6(b5.8, as designated by Buyer pursuant to Section 5.8(b)(ii) with (provided that no adjustment to the Purchase Price. The Previously Omitted Contract Notice shall provide the counterparties to be assumed and assigned unless such Previously Omitted Contract is designated by Buyer as “Transferred” in accordance with seven Section 5.8(b)(ii)). (7ii) days to objectFollowing the filing of the Omitted Contract Motion, in writing Buyer may deliver written notice to Sellers and Purchaser(such written notice shall be an “Omitted Contract Designation Notice”), to the Cure Costs and the assumption, assignment and sale designating one or more Previously Omitted Contracts set forth in such Omitted Contract Motion as “Transferred.” For purposes of the application of this Section 5.8 each Previously Omitted Contract so designated as “Transferred” shall be an “Additional Transferred Contract”. If the counterparties, Sellers and Purchaser are unable to reach a consensual resolution with respect to the objection, Sellers will seek an expedited hearing before the Bankruptcy Court to determine the Cure Costs and approve the assumption, assignment and sale. If no objection is timely served on Sellers and Purchaser, Sellers shall seek an Order of the Bankruptcy Court fixing the Cure Costs and approving the assumption of the Each Previously Omitted ContractContract shall then be treated in accordance with the provisions of this Section 5.8.

Previously Omitted Contracts. (i) If, If prior to or following Closing, it is discovered that a Contract should have been listed on Schedule 1.1(f1.6(a) but was not listed on Schedule 1.1(f1.6(a), or if Purchaser desires in its sole discretion to acquire any Contract to which the Seller is party (including any Rejected Contract prior to the entry by the Bankruptcy Court of an order with respect thereto) (any such Contract, a “Previously Omitted Contract”), Sellers Seller shall, promptly following the discovery thereof or receipt of notice from Purchaser of its desire to acquire any such Contract (but in no event later than five two (52) Business Days following the discovery thereofthereof or receipt of such notice), notify Purchaser in writing of such Previously Omitted Contract and all Cure Costs (if any) for such Previously Omitted Contract. Purchaser shall thereafter deliver written notice to SellersSeller, no later than five (5) Business Days following notification of such Previously Omitted Contract from SellersSeller, designating such Previously Omitted Contract as “Assumed” or “Rejected” (a “Previously Omitted Contract Designation”). A Previously Omitted Contract designated in accordance with this Section 2.6(b)(i1.6(b)(i) as “Rejected,” or with respect to which Purchaser fails to timely deliver a Previously Omitted Contract Designation, shall be an Excluded a Rejected Contract. (ii) If Purchaser designates a Previously Omitted Contract as “Assumed” in accordance with Section 2.6(b)(i1.6(b)(i), (Ax) Schedule 1.1(f1.6(a) shall be amended to include such Previously Omitted Contract and (By) Sellers Seller shall serve a notice (the “Previously Omitted Contract Notice”) on the counterparties to such Previously Omitted Contract notifying such counterparties of the Cure Costs with respect to such Previously Omitted Contract and Sellers’ Seller’s intention to assume and assign such Previously Omitted Contract in accordance with this Section 2.6(b) with no adjustment to the Purchase Price1.6. The Previously Omitted Contract Notice shall provide the counterparties to such Previously Omitted Contract with seven fifteen (715) days Business Days to object, in writing to Sellers the Seller and Purchaser, to the Cure Costs and or the assumption, assignment and sale assumption of the Previously Omitted its Contract. If the counterparties, Sellers Seller and Purchaser are unable to reach a consensual resolution with respect to the objection, Sellers the Seller will seek an expedited hearing before the Bankruptcy Court to determine the Cure Costs and approve the assumption, assignment and sale. If no objection is timely served on Sellers the Seller and Purchaser, Sellers Seller shall seek obtain an Order order of the Bankruptcy Court fixing the Cure Costs and approving the assumption of the Previously Omitted Contract.

Previously Omitted Contracts. (i) If, If prior to or following Closingthe conclusion of the auction for the Purchased Assets in accordance with the Bid Procedures Order, it is discovered that a Contract should have been listed on Schedule 1.1(f1.6(a) but was not listed on Schedule 1.1(f1.6(a), or if Purchaser desires in its sole discretion to acquire any Contract to which one or more Sellers are party (including any Rejected Contract prior to the entry by the Bankruptcy Court of an order with respect thereto) (any such Contract, a “Previously Omitted Contract”), Sellers shall, promptly following the discovery thereof or receipt of notice from Purchaser of its desire to acquire any such Contract (but in no event later than five two (52) Business Days following the discovery thereofthereof or receipt of such notice), notify Purchaser in writing of such Previously Omitted Contract and all Cure Costs (if any) for such Previously Omitted Contract. Purchaser shall thereafter deliver written notice to Sellers, no later than five (5) Business Days following notification of such Previously Omitted Contract from Sellers, designating such Previously Omitted Contract as “Assumed” or “Rejected” (a “Previously Omitted Contract Designation”). A Previously Omitted Contract designated in accordance with this Section 2.6(b)(i1.6(b)(i) as “Rejected,” or with respect to which Purchaser fails to timely deliver a Previously Omitted Contract Designation, shall be an Excluded a Rejected Contract. (ii) If Purchaser designates a Previously Omitted Contract as “Assumed” in accordance with Section 2.6(b)(i1.6(b)(i), (Ai) Schedule 1.1(f1.6(a) shall be amended to include such Previously Omitted Contract and (Bii) Sellers shall serve a notice (the “Previously Omitted Contract Notice”) on the counterparties to such Previously Omitted Contract notifying such counterparties of the Cure Costs with respect to such Previously Omitted Contract and Sellers’ intention to assume and assign such Previously Omitted Contract in accordance with this Section 2.6(b) with no adjustment to the Purchase Price1.6. The Previously Omitted Contract Notice shall provide the counterparties to such Previously Omitted Contract with seven (7) days to object, in writing to Sellers and Purchaser, to the Cure Costs and or the assumption, assignment and sale assumption of the Previously Omitted its Contract. If the counterparties, Sellers and Purchaser are unable to reach a consensual resolution with respect to the objection, Sellers will seek an expedited hearing before the Bankruptcy Court to determine the Cure Costs required to be paid (to the extent disputed) and approve the assumption, assignment and sale. If no objection is timely served on Sellers and Purchaser, Sellers shall seek obtain an Order order of the Bankruptcy Court fixing the Cure Costs at the amount set forth in the Previously Omitted Contract Notice and approving the assumption of the Previously Omitted Contract.

Previously Omitted Contracts. (i) If, If prior to or following Closing, it is discovered that a Contract should have been listed on Schedule 1.1(f1.6(a) but was not listed on Schedule 1.1(f1.6(a) (any such Contract, a “Previously Omitted Contract”), Sellers Seller shall, promptly following the discovery thereof (but in no event later than five two (52) Business Days following the discovery thereofthereof or receipt of such notice), notify Purchaser in writing of such Previously Omitted Contract and all Cure Costs (if any) for such Previously Omitted Contract. Purchaser shall thereafter deliver written notice to SellersSeller, no later than five (5) Business Days following notification of such Previously Omitted Contract from SellersSeller, designating such Previously Omitted Contract as “Assumed” or “RejectedNon-Assumed” (a “Previously Omitted Contract Designation”). A Previously Omitted Contract designated in accordance with this Section 2.6(b)(i1.6(b)(i) as “RejectedNon-Assumed,” or with respect to which Purchaser fails to timely deliver a Previously Omitted Contract Designation, shall be an Excluded a Non-Assumed Contract. (ii) If Purchaser designates a Previously Omitted Contract as “Assumed” in accordance with Section 2.6(b)(i1.6(b)(i), (A) the Schedules to this Agreement, including Schedule 1.1(f1.3(b) and Schedule 1.6(a), shall be amended to include (1) such Previously Omitted Contract as an Assigned Contract and (2) all Cure Costs and other Assumed Liabilities related to such Previously Omitted Contract, and (B) Sellers Seller shall serve a notice (the “Previously Omitted Contract Notice”) on the counterparties to such Previously Omitted Contract notifying such counterparties of the Cure Costs with respect Seller’s intention to such Previously Omitted Contract assign and Sellers’ Purchaser’s intention to assume and assign such Previously Omitted Contract in accordance with this Section 2.6(b) with no adjustment to the Purchase Price1.6. The Previously Omitted Contract Notice shall provide the counterparties to such Previously Omitted Contract with seven ten (710) days Business Days to object, in writing to Sellers Seller and Purchaser, to the Cure Costs and the assumption, assignment and sale assumption of the Previously Omitted its Contract. If the counterparties, Sellers Seller and Purchaser are unable to reach a consensual resolution with respect to the objection, Sellers Seller will seek an expedited hearing before the Bankruptcy Court to determine the Cure Costs and approve the assumption, assignment and sale. If no objection is timely served on Sellers Seller and Purchaser, Sellers Seller shall seek obtain an Order order of the Bankruptcy Court fixing the Cure Costs and approving the assumption of the Previously Omitted Contract. Seller and Purchaser shall execute, acknowledge and deliver such other instruments and take commercially reasonable efforts as are reasonably practicable for Purchaser to assume the rights and obligations under such Previously Omitted Contract.

Previously Omitted Contracts. (i) If, If prior to or following Closing, Closing it is discovered by any of the Parties that a Contract should have been listed on Section 2.1 – Part D of the Sellers Disclosure Schedule 1.1(f) but was not listed on Section 2.1 – Part D of the Sellers Disclosure Schedule 1.1(f) (any such Contract, a “Previously Omitted Contract”), Sellers such Party shall, promptly following the discovery thereof (but in no event later than five two (52) Business Days following the discovery thereof), notify Purchaser the other Party in writing of such Previously Omitted Contract and all Cure Costs (if any) for such Previously Omitted Contract. Purchaser Buyer shall thereafter deliver written notice to Sellers, no later than five (5) Business Days following notification of such Previously Omitted Contract from SellersContract, designating such Previously Omitted Contract as “Assumed” or “Rejected” (a “Previously Omitted Contract Designation”). A Previously Omitted Contract designated in accordance with this Section 2.6(b)(i2.5(c)(i) as “Rejected,” or with respect to which Purchaser Buyer fails to timely deliver a Previously Omitted Contract Designation, shall be an Excluded ContractAsset. (ii) If Purchaser Buyer designates a Previously Omitted Contract as “Assumed” in accordance with Section 2.6(b)(i2.5(c)(i), (A) Section 2.1 – Part D of the Sellers Disclosure Schedule 1.1(f) shall be amended to include such Previously Omitted Contract and (B) Sellers shall serve a notice (the “Previously Omitted Contract Notice”) on the counterparties to such Previously Omitted Contract notifying such counterparties of the Cure Costs with respect to such Previously Omitted Contract and Sellers’ intention to assume and assign such Previously Omitted Contract in accordance with this Section 2.6(b2.5(c) with no adjustment to the Purchase Price. The Previously Omitted Contract Notice shall provide the counterparties to such Previously Omitted Contract with seven (7) days to object, in writing to Sellers and PurchaserBuyer, to the Cure Costs Cost and the assumption, assignment and sale of the Previously Omitted Contract. If the counterparties, Sellers and Purchaser Buyer are unable to reach a consensual resolution with respect to the objection, Sellers will seek an expedited hearing before the Bankruptcy Court to determine the Cure Costs and approve the assumption, assignment and sale. If no objection is timely served on Sellers and PurchaserBuyer, Sellers shall seek obtain an Order of the Bankruptcy Court fixing the Cure Costs and approving the assumption of the applicable Previously Omitted Contract. For purposes of clarity, Cure Costs for any such Previously Omitted Contracts assumed by Buyer in accordance with this Section 2.5(c) shall be an “Assumed Liability.”

Previously Omitted Contracts. (i) If, prior to or following Closing, it is discovered that a Contract should have been listed on Schedule 1.1(f) but was not listed on Schedule 1.1(f) (any such Contract, a “Previously Omitted Contract”), Sellers shall, promptly following the discovery thereof (but in no event later than five (5) Business Days following the discovery thereof), notify Purchaser in writing of such Previously Omitted Contract and all Cure Costs (if any) for such Previously Omitted Contract. Purchaser shall thereafter deliver written notice to Sellers, no later than five (5) Business Days following notification of such Previously Omitted Contract from Sellers, designating such Previously Omitted Contract as “Assumed” or “Rejected” (a “Previously Omitted Contract Designation”). A Previously Omitted Contract designated in accordance with this Section 2.6(b)(i) as “Rejected,” or with respect to which Purchaser fails to timely deliver a Previously Omitted Contract Designation, shall be an Excluded Contract. (ii) If Purchaser designates a Previously Omitted Contract as “Assumed” in accordance with Section 2.6(b)(i), (A) Schedule 1.1(f) shall be amended to include such Previously Omitted Contract and (Bii) Sellers shall serve a notice (the “Previously Omitted Contract Notice”) on the counterparties to such Previously Omitted Contract notifying such counterparties of the Cure Costs with respect to such Previously Omitted Contract and Sellers’ intention to assume and assign such Previously Omitted Contract in accordance with this Section 2.6(b) with no adjustment to the Purchase Price. The Previously Omitted Contract Notice shall provide the counterparties to such Previously Omitted Contract with [seven (7) )] days to object, in writing to Sellers and Purchaser, to the Cure Costs and the assumption, assignment and sale of the Previously Omitted Contract. If the counterparties, Sellers and Purchaser are unable to reach a consensual resolution with respect to the objection, Sellers will seek an expedited hearing before the Bankruptcy Court to determine the Cure Costs and approve the assumption, assignment and sale. If no objection is timely served on Sellers and Purchaser, Sellers shall seek an Order of the Bankruptcy Court fixing the Cure Costs and approving the assumption of the Previously Omitted Contract.