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 1.6(a) but was not listed on Schedule 1.6(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 two (2) Business Days following the discovery thereof 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 1.6(b)(i) as “Rejected,” or with respect to which Purchaser fails to timely deliver a Previously Omitted Contract Designation, shall be a Rejected Contract.

Previously Omitted Contracts. (i) If 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 1.6(a) the Executory Contract List but was not listed on Schedule 1.6(a), or if Purchaser desires in its sole discretion to acquire any the Executory 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) List (any such Contract, a “Previously Omitted Contract”), Sellers shall, as promptly as reasonably practicable, following the discovery thereof or receipt of notice from Purchaser of its desire to acquire any such Contract (but in no event later than two five (25) Business Days following the discovery thereof or receipt and in any event prior to dismissal of such noticethe 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 , and (B) if required by Buyer, file a motion with the Bankruptcy Court on appropriate notice to Sellersthe counterparties to such Previously Omitted Contract seeking entry of an order (the “Omitted Contract Order”) fixing the Cure Amounts and approving the assumption by Buyer or its Affiliate Designees, no later than five (5) Business Days following notification as applicable, and assignment to Buyer or its Affiliate Designees, as applicable, 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 1.6(b)(i) as “Rejected,” or with respect to which Purchaser fails to timely deliver a 2.5(b); provided, that no Previously Omitted Contract Designation, shall be a Rejected assumed and assigned unless such Previously Omitted Contract shall be designated by Buyer as an “Assigned Contract” in accordance with 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).

Previously Omitted Contracts. (i) If prior to or following Closing, it is discovered that a Contract should have been listed on Schedule 1.6(a) but was not listed on Schedule 1.6(a), or if Purchaser desires in its sole discretion to acquire any Contract to which one or more of the Sellers are 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 two (2) Business Days following the discovery thereof 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 1.6(b)(i) as “Rejected,” or with respect to which Purchaser fails to timely deliver a Previously Omitted Contract Designation, shall be a Rejected Contract.

Previously Omitted Contracts. (i) 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 1.6(a) but was not listed on Schedule 1.6(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 two (2) Business Days following the discovery thereof 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 1.6(b)(i) as “Rejected,” or with respect to which Purchaser fails to timely deliver a Previously Omitted Contract Designation, shall be a Rejected Contract.

Previously Omitted Contracts. (i) If prior to or following Closing, it is discovered that a Contract should have been listed on Schedule 1.6(a) but was not listed on Schedule 1.6(a), or if Purchaser desires in its sole discretion to acquire any Contract to which one or more of the Sellers are Seller is party (including any Rejected 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 two (2) Business Days following the discovery thereof 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 1.6(b)(i) as “RejectedNon-Assumed,” or with respect to which Purchaser fails to timely deliver a Previously Omitted Contract Designation, shall be a Rejected Non-Assumed Contract.

Previously Omitted Contracts. (i) If prior to or following Closing, the Closing it is discovered that a Contract should have been listed on Schedule 1.6(a) but material to the operation of the Purchased Assets was not listed on Schedule 1.6(a), or if previously disclosed to 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 two five (25) Business Days following the discovery thereof or receipt of such noticediscovery), 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 1.6(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 Rejected ContractContract shall have been disclosed to Purchaser if such Contract was available in the Sellers’ data room prior to the Auction.