Common use of Approved Contracts Clause in Contracts

Approved Contracts. Except for Approved Commercial Contracts or as otherwise required by Legal Requirements, the Parties agree that to the extent Sellers enter into any Contract with a third party in the ordinary course of the Business during the period from the Effective Date to the Closing Date, no such Contract shall be assigned to and assumed by Buyer hereunder unless and until Buyer designates such Contract as an Approved Contract. In order to permit Buyer to evaluate whether it will designate any Contract as an Approved Contract, Sellers covenant and agree to provide Buyer with prompt notice of any such Contract being entered into that involves consideration of $50,000 or more or that could reasonably be considered critical for the continued operation of the Business consistent with past practice or to enable the Facilities or the Business to comply with any Legal Requirement. To the extent that Buyer desires to assume Sellers¶ rights and obligations under any such Contract, the Parties shall amend Schedule 1.1(a) to include any such Contract identified by Buyer as an Approved Contract.

Appears in 1 contract

Sources: Asset Purchase Agreement

Approved Contracts. Except for Approved Commercial Contracts or as otherwise required by Legal Requirements, the Parties agree that to the extent Sellers enter into any Contract with a third party in the ordinary course of the Business during the period from the Effective Date to the Closing Date, no such Contract shall be assigned to and assumed by Buyer hereunder unless and until Buyer designates such Contract as an Approved Contract. In order to permit Buyer to evaluate whether it will designate any Contract as an Approved Contract, Sellers covenant and agree to provide Buyer with prompt notice of any such Contract being entered into that involves consideration of $50,000 or more or that could reasonably be considered critical for the continued operation of the Business consistent with past practice or to enable the Facilities or the Business to comply with any Legal Requirement. To the extent that Buyer desires to assume Sellers¶ Sellers’ rights and obligations under any such Contract, the Parties shall amend Schedule 1.1(a) to include any such Contract identified by Buyer as an Approved Contract.

Appears in 1 contract

Sources: Asset Purchase Agreement (Verasun Energy Corp)