Treatment of Contracts. Attached hereto as SCHEDULE 3.5 is a schedule of Contracts to be assumed by Sellers and assigned to Buyer on the Closing Date under Section 365 of the Bankruptcy Code (the "PRELIMINARY ASSUMED CONTRACTS"). Prior to the Closing, Buyer may, in its sole discretion designate additional Contracts as Contracts to be assumed by Sellers and assigned to Buyer and/or eliminate some or all of the Preliminary Assumed Contracts. SCHEDULE 3.5 shall be updated at Closing to reflect the final list of Contracts to be assumed by Sellers and assigned to Buyer (the "ASSUMED CONTRACTS"). With respect to the Assumed Contracts, Buyer shall pay all cure costs and obligations. Buyer shall assume all rights and obligations of Sellers first arising on or after the Closing Date under the Assumed Contracts. Contracts that are not Assumed Contracts shall be rejected by Sellers ("REJECTED CONTRACTS"), unless Buyer otherwise consents in the case of one or more individual Contracts, which consent shall not be unreasonably withheld. Upon request of Buyer, Sellers shall cooperate with and provide reasonable assistance to Buyer in Buyer's efforts to negotiate acceptable terms and conditions of post-Closing Contracts with the parties to any Rejected Contract. Notwithstanding any other provision of this Section 3.5, Sellers shall have the right, after notice to Buyer and opportunity for a hearing, to reject any Contract which in their judgment Sellers believe must be rejected to maintain the viability of the Business prior to the Closing Date or to comply with any order of the Court. In any hearing pursuant to the immediately preceding sentence, Buyer shall be a party in interest with standing to object.
Treatment of Contracts. In respect of any contracts comprised in the Relevant Assets and not excluded therefrom by the Lessor ("such contracts"):-
(a) the Lessee shall on or with effect from Option Completion assign or hold to the order of the Lessor or procure the assignment to the order of the Lessor of all such contracts which are capable of assignment without the consent of other parties;
(b) in the case of those of such contracts not so capable of assignment the Lessee shall, as soon as practicable following Option Completion, use all reasonable endeavours to obtain all necessary consents without payment of a premium for the assignment of the same or to arrange the novation thereof; and
(c) unless and until such consents are obtained or novation is effected the Lessee shall, at the option of the Lessor, following Option Completion either:-
(i) unless contractually prevented from so doing, subcontract the same to the Lessor on the same terms (mutatis mutandis) and for the same remuneration as apply to such contracts in question; or
(ii) act in connection therewith in all respects as the Lessor may from time to time reasonably direct, and so that (without prejudice to the generality of the foregoing) the Lessor shall perform the obligations and liabilities arising under such contracts in question so far as any such obligation or liability arises after Option Completion (provided that no such obligation or liability is attributable to a breach of duty or contract of the Lessee before Option Completion) and the full benefit of all contractual rights, benefits and claims under this Lease whether arising 144 before or after Option Completion shall vest in and be held on trust by the Lessee for the Lessor absolutely. Provided that the Lessee shall in all matters be and be entitled to be fully and effectively indemnified as the Lessor in so acting in accordance with the Lessor's directions.
Treatment of Contracts. Parent and the Company shall cooperate in good faith prior to the Effective Time to reach a mutually agreeable treatment of each Contract listed on Schedule V. If Parent and the Company have not reached an agreement as to such mutually agreeable treatment with respect to any such Contract by June 1, 2010, the Company will terminate such Contract.
Treatment of Contracts. Notwithstanding anything contained herein to the contrary, during the pendency of the Voluntary Bankruptcy Cases, Sellers shall not reject or transfer any Contract that is not described on Section 1.1(a)(iii) of the Disclosure Schedule without first obtaining Buyer’s prior written consent. In the event that any of the parties to this Agreement discovers a Contract related to the business of Sellers, the Business, the Transferred Assets or the Assumed Liabilities (whether prior to, on or following the Closing) and such Contract (i) was not set forth on Section 1.1(a)(iii) of the Disclosure Schedule, (ii) is a Contract which Buyer wishes to assume the rights and obligations of, and (iii) has not been rejected by Sellers (with Buyer’s prior written consent in compliance with the immediately preceding sentence), Buyer and Sellers shall execute, acknowledge and deliver such other instruments and take such further actions as are reasonably practicable for Buyer or a designee of Buyer to assume the rights and obligations under such Contract as of the Closing (or, if applicable, as soon as reasonably practicable following the Closing), otherwise in accordance with Section 1.1.
Treatment of Contracts. (a) Notwithstanding anything contained herein to the contrary, during the pendency of the Bankruptcy Case, Sellers shall not reject or transfer any Excluded Contract without first obtaining Purchaser’s prior written consent. In the event that any of the Parties to this Agreement discovers a Contract related to the business of the Company and its Subsidiaries, the Acquired Assets or the Assumed Liabilities (whether prior to, on or following the Closing) and such Contract (i) was not set forth on Schedule 1.5(a), (ii) is a Contract which Purchaser wishes to assume the rights and obligations of, and (iii) has not been rejected by Sellers (with Purchaser’s prior written consent in compliance with the immediately preceding sentence), Purchaser and Sellers shall execute, acknowledge and deliver such other instruments and take such further actions as are reasonably practicable for Purchaser or a Designated Purchaser to assume the rights and obligations under such Contract as of the Closing (or, if applicable, as soon as reasonably practicable following the Closing), otherwise in accordance with Section 1.5.
Treatment of Contracts. In the event that any of the parties to this Agreement discovers a Contract related to the Business, the Transferred Assets or the Assumed Liabilities (whether prior to, on or following the Closing) and such Contract (i) was not set forth on Schedule 1.1(e), (ii) is a Contract which Buyer wishes to assume the rights and obligations of, and (iii) has not been rejected by Seller (with Buyer’s prior written consent in compliance with the immediately preceding sentence), Buyer and Seller shall execute, acknowledge and deliver such other instruments and take such further actions as are reasonably practicable for Buyer or a designee of Buyer to assume the rights and obligations under such Contract as of the Closing (or, if applicable, as soon as reasonably practicable following the Closing), otherwise in accordance with Section 1.1.
Treatment of Contracts. At A-B's option, with respect to any Contracts in existence on the date of termination of this Agreement for any reason (including, without limitation, termination pursuant to this Section 24), the terms of this Agreement shall survive such termination and continue to govern the sale by A-B of the Contracted Grain Volume subject to such Contracts. [remainder of page intentionally left blank]
Treatment of Contracts. Bidder shall accept assignment of and assume all obligations arising after the Closing under contracts, operating leases, physician arrangements and other operating obligations of the Business, with no offset against the Cash Purchase Price; provided, however, that Bidder shall not be obligated to assume commercially unreasonable contracts or contracts that raise regulatory concerns.
Treatment of Contracts. (a) Notwithstanding anything contained herein to the contrary, during the pendency of the Bankruptcy Case, Sellers shall not reject or transfer any Excluded Contract In the event that any of the Parties to
Treatment of Contracts
