Acquired Agreements definition
Examples of Acquired Agreements in a sentence
Seller shall transfer and assign all Acquired Agreements that Seller is a party thereto (to the extent assignable pursuant to Sections 363 and 365 of the Bankruptcy Code) to Buyer, and Buyer shall assume all Acquired Agreements from Seller, as of the Closing Date pursuant to Section 365 of the Bankruptcy Code and the Sale Order.
Any federal, state, provincial or local transfer Taxes, including transfer, conveyance, sales, documentary stamp and similar Taxes, payable as a result of the purchase and sale of the Acquired Assets, the assignment of Acquired Agreements or any other action contemplated by this Agreement shall be paid by Buyer.
On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall (or shall cause its designated Affiliate or Affiliates to) assume and be responsible for, effective as of the Closing, and thereafter pay, honor, perform and discharge as and when due, all Liabilities of Seller under the Acquired Agreements accruing from and after the Closing (collectively, the “Assumed Liabilities”).
Seller has performed all material obligations under each Material Contracts and each Acquired Agreements required to be performed by Seller on or prior to the date hereof.
At or prior to the Closing, Buyer and Seller shall, and Seller shall cause its Affiliates to, use commercially reasonable efforts to obtain all Consents and give all notices required for Seller to assign the Acquired Agreements to Buyer to the extent not assignable without any such approval, consent, or notice pursuant to Section 363 or Section 365 of the Bankruptcy Code.