Assumption of Contracts. The sale of the Assets is and will be made subject to the Contracts to which the Assets are presently subject. Buyer shall assume and be responsible for all obligations accruing under the Contracts after the Effective Time.
Assumption of Contracts. The sale of the Properties is and will be made subject to the Contracts to which the Properties are presently subject. Buyer assumes and shall be responsible for all obligations accruing under the Contracts after the Effective Time.
Assumption of Contracts. Notwithstanding anything otherwise set forth herein, Purchasers’ rights under Contracts of the Liquid Finishing Business, including the Scheduled Contracts, the Acquired ITW Ancillary Agreements and any Acquired Contracts assumed hereunder, are assumed subject to the rights of third parties to the extent such third parties have contractual rights that require prior approval or consent in connection with the transfer or assignment of the Contracts pursuant to the terms of any such Contracts. In the event that any such consent, approval or waiver shall not have been obtained prior to the Closing Date, and thereafter if any other party to a contract objects to the transfer of an Acquired Contract as a breach of such Contract, then as of the Closing, this Agreement, to the extent permitted by Applicable Law and such Contract, shall constitute full and equitable assignment by Sellers to Purchasers of all of Sellers’ right, title and interest in, to and under such assumed contracts (provided, however, that, except as otherwise expressly set forth in Article 4, Graco and Graco US Finishing Brands make no representation or warranty with respect to the transfer or assignability of any such contract). Upon request, Graco shall, and shall cause Sellers to, use commercially reasonable efforts to assist Purchasers in obtaining consents or approvals from third parties as may be necessary to complete any transfer of any such contract. To the extent that any such requested consents and waivers are not obtained, (i) until the impediments to any such assignment are resolved, Graco shall, and shall cause Sellers to, use commercially reasonable efforts to (a) provide to Purchasers the benefits of any such contract, (b) hold all monies and other consideration received by Sellers thereunder on and after the Closing Date in trust for the account of Purchasers, (c) remit such money or other consideration to Purchasers reasonably promptly and (d) enforce, at the request of and for the account of Purchasers, at Purchasers’ sole expense, any rights of Sellers arising from any such contract against any third Person. From and after the Closing Date, Sellers authorize Purchasers to receive all the benefits of Sellers under any such contracts, and appoint Purchasers their attorney-in-fact to act in its name on its behalf with respect thereto. The provisions of this Section 6.1(m) shall not limit, modify or otherwise affect any representation or warranty of Graco or Graco US Finishing Br...
Assumption of Contracts. Purchaser shall assume and fully discharge as they become due all liabilities and obligations arising after the Determination Date under the Contracts.
Assumption of Contracts. From and after the Effective Time, Synergy assumes, will be bound by, and agrees to perform all express and implied covenants and obligations of PEM relating to the Assets, whether arising under (i) the Leases, prior assignments of the Leases, the Contracts, the easements, the permits or any other contractually-binding arrangements to which the Assets (or any component thereof) may be subject and which will be binding on PEM and/or the Assets (or any component thereof) after the Closing or (ii) any applicable laws, ordinances, rules and regulations of any governmental or quasi-governmental authority having jurisdiction over the Assets.
Assumption of Contracts. At the Effective Time, the obligations of SPI under or with respect to contracts or agreements (collectively, the “Assumed Contracts”) shall become the lawful obligations of SPI Energy and shall be performed in the same manner and without interruption until the same are amended or otherwise lawfully altered or terminated. Effective at the Effective Time, SPI Energy hereby expressly adopts and assumes all obligations of SPI under the Assumed Contracts.
Assumption of Contracts. To the extent that any Contract of Xxxxxxx Polymer for which assignment to Buyer is provided herein is not assignable without the consent of another party or parties, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof. The Sellers and Buyer agree to use their commercially reasonable efforts (without any requirement on the part of either party to pay any money, assume any liability or otherwise agree to any change in the terms of any such contract) to obtain the consent of such other party to the assignment of any such Contract to Buyer in all cases in which such consent is or may be required for such assignment or to avoid a breach of such Contract. If any such consent is not obtained, then the Sellers agree to cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned to Buyer under the relevant contract, including enforcement, at the cost and for the account of Buyer, of any and all rights of the Sellers (or the applicable Seller) against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise.
Assumption of Contracts. An Assignment and Assumption of Contracts, Permits and Warranties, by which Buyer will assume all obligations of Seller under the Contracts which arise from and after the Closing Date and containing customary cross- indemnification provisions.
Assumption of Contracts. No later than two (2) Business Days prior to the Closing, the Purchaser shall notify the Sellers in writing as to any Assumed Contracts that were listed in Section 1.1(l) of the Company Disclosure Letter as of the date hereof that the Purchaser does not desire to assume at Closing, which Contracts shall be deleted from Section 1.1(l) of the Company Disclosure Letter. At Closing, the Sellers shall deliver an updated Company Disclosure Letter pursuant to Section 2.2 hereof that shall reflect such changes to the Assumed Contracts to be assumed by the Purchaser hereunder at Closing and add such excluded Contracts to Section 1.2(c) of the Company Disclosure Letter.
Assumption of Contracts. Purchaser shall be required at Closing to assume all obligations of Seller under the Existing Agreements which first arise or accrue following the Closing. Seller shall remain obligated following the Closing for the payment and performance of all obligations of Seller under the Existing Agreements that are required to be paid or performed on or before the date of the Closing but have not been fully paid or performed by such date. With respect to contracts and agreements, other than the Existing Agreements that relate exclusively to the operation and maintenance of the Property, the terms of which extend beyond midnight of the day preceding the Closing Date (the “Service Contracts”), Purchaser shall, on or prior to the expiration of the Inspection Period, notify Seller in writing if Purchaser elects not to assume at Closing any specified Service Contracts. If this Agreement is not terminated, then, upon Closing, Seller shall give notice of termination, to the extent permitted under the applicable contract, of such disapproved contract(s); provided, if by the terms of the disapproved contract Seller has no right to terminate same on or prior to Closing, or if the actual date of termination is after the Closing Date, or if any fee or other compensation is due thereunder as a result of such termination, Purchaser shall be required at Closing to assume the obligation to pay or reimburse Seller for the payment of the termination charge if the charge is ascertainable by such date or as part of post-Closing reconciliations if the charge is not ascertainable as of the Closing Date and such reimbursement obligation shall survive the Closing.
