Examples of Assumed Material Contracts in a sentence
Seller has made available to Purchaser or its counsel true and correct copies of all Assumed Material Contracts as in effect on the date hereof.
Seller or its Subsidiary party thereto has performed all material obligations required to be performed by it under the Assumed Material Contracts and it is not (with or without the lapse of time or the giving of notice, or both) in material breach or material default thereunder, and to the knowledge of Seller, no other party to any Assumed Material Contract is (with or without the lapse of time or the giving of notice, or both) in material breach or material default of the Assumed Material Contracts.
Section 4.21 of the Disclosure Letter sets forth a complete list of all material items of hardware, software, databases, computer equipment, and other information technology used in, associated with, or relating to the Business (collectively, the “Information Technology”), specifying whether such material Information Technology is owned or leased and including a complete list of all Assumed Material Contracts relating to the current use of the Information Technology in the Business.
Seller shall deliver to Purchaser a supplemental Exhibit K which shall list the Contracts which were entered into by Seller or any Other Seller after the date of this Agreement and which shall be deemed Assumed Material Contracts.
Assignor hereby assigns, transfers and conveys to Assignee all of Assignor’s right, title and interest in and to the Assumed Material Contracts the Assumed Contracts, and Assignee hereby assumes and agrees to perform any and all obligations and liabilities of Assignor under the Assumed Contracts arising after the Closing (as defined in the Purchase Agreement).
Seller or its Subsidiary party thereto has performed all material obligations required to be performed by it under the Assumed Material Contracts, and it is not (with or without the lapse of time or the giving of notice, or both) in material breach or material default thereunder and, to the knowledge of Seller, no other party to any Assumed Material Contract is (with or without the lapse of time or the giving of notice, or both) in material breach or material default thereunder.
All Assumed Material Contracts are valid and binding with respect to Seller or any Other Seller and, to the knowledge of Seller, each other party thereto.
Not less than three (3) Business Days prior to the Closing, Seller shall deliver a supplement to the Disclosure Letter, which supplement shall identify the Consents with respect to the Assumed Material Contracts or the Assigned Real Property or Subleased Real Property that to Seller’s knowledge have not been obtained and are subject to the provisions of Sections 2.4, 2.5 and 2.6 hereof.
Both the Vendor and the Purchaser agree to use reasonable best efforts during the Interim Period to effect an assignment of the Assumed Material Contracts to the Purchaser at the Closing Date.
If Buyer elects to assume any Leases or contracts, agreements or commitments which are not indicated on Schedules 4.13 -------------- and 4.16 as being, respectively, Assumed Leases or Assumed Material Contracts, -------- then Buyer shall do so by providing a list of such Leases and contracts, commitments and agreements at or before Closing.