Assignable Contracts. Upon the Closing, MDS shall and shall cause each other Seller to authorize Buyer or the applicable Designated Buyer Affiliate, to the extent permitted by Applicable Law and the terms of such Non-Assignable Contracts, at the expense of Buyer or the applicable Designated Buyer Affiliate, to perform all of such Seller’s obligations arising under such applicable Non-Assignable Contracts after the Closing Time. MDS shall continue to use and cause the Sellers to continue to use commercially reasonable efforts to obtain and deliver all remaining consents required for the assignment to Buyer or the applicable Designated Buyer Affiliate of the remaining Non-Assignable Contracts after the Closing Time. If a Non-Assignable Contract is not validly assigned to Buyer or the applicable Designated Buyer Affiliate within twelve (12) months after the Closing Date, such Non-Assignable Contract shall be deemed to be an Excluded Asset and all obligations of Sellers to Buyer or the applicable Designated Buyer Affiliate and all obligations hereunder of Buyer and the applicable Designated Buyer Affiliate to Sellers with respect to such Non-Assignable Contract shall terminate.
Assignable Contracts. 1.1(a)(5) Overdraft Lines of Credit
Assignable Contracts. If Purchaser elects to assume any Assignable Contracts, the Parties agree to seek arrangements so that Purchaser can assume any Assignable Contracts directly from the Receiver in the manner contemplated in Section 4.8 of the Primary P&A Agreement. If such arrangements are not practical, Seller will not exercise the option to assume such Assignable Contracts. To the extent Purchaser is using any such Assignable Contracts, it will promptly pay directly to the Receiver or any third parties directed by the Receiver or, if not possible, to Seller all costs under the terms of such Assignable Contracts. The Parties acknowledge and agree that the exercise of the option to assume any Assignable Contracts must be made prior to the deadline provided in Section 4.8(a) of the Primary P&A Agreement. Seller agrees to give notices to the Receiver with regard to the Assignable Contracts on the date or dates specified by the Purchaser as reasonably requested. If Purchaser fails to provide timely notification to Seller of its intention to assume the Assignable Contracts, Seller will give notice to the Receiver that it elects not to assume any Assignable Contracts.
Assignable Contracts. The Buyer shall also exercise all of the Seller’s rights under the Non-Assignable Contracts, including invoicing and collection. The Buyer shall be entitled to all sums collected by the Buyer or the Seller under the Non-Assignable Contracts. For one hundred twenty (120) days after the Closing Date, the Seller shall, consistent with instructions given by the Buyer, prepare or issue invoices or other documents, receive payments, and otherwise intervene with other parties to the Non-Assignable Contracts to enable the Buyer to receive the economic benefit of such Non-Assignable Contracts to the maximum extent permitted by Law. The allocation of rights and obligations between the Seller and the Buyer under Non-Assignable Contracts shall be the same as if the Non-Assignable Contracts were in fact Assumed Contracts. This Section 2.3 shall not apply to any Material Contract, unless Buyer waives the condition of Consent to the assignment of any such Material Contract in connection with the Closing. All obligations of the Seller to Buyer and all obligations of the Buyer to the Seller shall terminate on the one hundred twenty-first (121st) day after the Closing Date with respect to Non-Assignable Contracts that have not been assumed by the Buyer within one hundred twenty (120) days after the Closing Date due to lack of consent to an assignment to the Buyer.
Assignable Contracts. Agreements: Any and all contracts or agreements which were in effect as of the commencement date of this Agreement entered into by the previous operator solely to support operations hereunder shall be assigned to the Tenant upon review by the Department and shall be assumed by the Tenant as part of this Agreement. (See Exhibit B for a list of existing Agreements.)
Assignable Contracts. All of the contracts and other agreements used in the Business to which the Company is a party and which are utilized in the conduct of the Business, as set forth on Schedule 2.1(c) (the "Assignable Contracts");
Assignable Contracts. The Seller authorizes the Buyer, to the extent permitted by Applicable Law and the terms of the Non-Assignable Contracts, at the Buyer’s expense, to perform all of the Seller’s obligations under any Non-Assignable Contracts and constitutes the Buyer its attorney to act in its name and on its behalf with respect thereto. If a Non-Assignable Contract is not validly assigned to the Buyer within six months after the date of Closing, at the Buyer’s sole option, such Non-Assignable Contract will be an Excluded Asset and all obligations of the applicable Seller to the Buyer with respect to such Non-Assignable Contract will terminate.
Assignable Contracts. 2.05 If the estate, right, title, interest and claim of the Assignor in and to the Assigned Contract (the "Interests") are not assignable to the Assignee (because the Interests are by their terms personal to the Assignor or because the assignment thereof is conditional upon the approval of any other party thereto and such approval has not been obtained as at the Effective Date or because the remedies for enforcement thereof would not pass to the Assignee as an incident of the same), then the Assignor shall hold the Interests in trust (to the extent not illegal or prohibited by the other party thereto) for the Assignee and perform the rights in respect of such Interests in its name and at the expense of the Assignee, and the benefits and all liabilities and burdens derived thereunder shall be for the account of the Assignee; provided that, where the assignment of such Interests is conditional upon the approval of some other party thereto, such trusts shall terminate and the assignment to the Assignee of the Interests shall become effective immediately upon obtaining the aforementioned approval. Time
Assignable Contracts. Buyer agrees to indemnify and hold Seller and its Affiliates, agents, successors and assigns harmless from and against any and all Liabilities and Losses solely to the extent first arising out of or relating to the Company Entities’ performance of, or failure to perform, obligations under the Non-Assignable Contracts after the Closing. In addition to the foregoing, Seller shall, and shall cause the Company Entities to, take all actions within its control and reasonably necessary to cause the Contract set forth on Section 5.14(c) of the Disclosure Schedules to remain in full force and effect for at least six (6) months following the Closing Date at no cost to Buyer for such six-month period. Employee Matters . Prior to the Closing, the Company Entities and Seller shall, in consultation with Buyer, take such action as is commercially reasonable to (i) have the Company Entities cease participation in all Benefit Plans that are maintained or sponsored by Seller (“Seller Plans”) other than the Seller Plan that is a defined contribution plan subject to Section 401(k) of the Code (the “Seller 401(k) Plan”), (ii) have all Benefit Plans in which employees of the Company Entities participate (other than the Seller 401(k) Plan) be sponsored and maintained by one or all of the Company Entities (“Company Entity Benefit Plans”), and (iii) provide that only employees of the Company Entities will be eligible to participate in the Company Entity Benefit Plans. In furtherance of the foregoing, Seller will cause the Seller Plans to spin-off and transfer all assets and Liabilities associated with the employees of the Company Entities to the Company Entity Benefit Plans prior to the Closing. Following the Closing, Seller shall take all actions reasonably necessary to cause employees of the Company Entities to cease participating in the Seller 401(k) Plan.
Assignable Contracts. (a) Neither this Agreement nor any Closing Document will constitute an assignment or an attempted assignment of any Non-Assignable Contract. The Vendor agrees to assign any Non-Assignable Contracts to the Purchaser when such assignment is permitted and as the Purchaser may from time to time direct. The Vendor will use best efforts to obtain all consents required by it for the assignment to the Purchaser of the Contracts, provided that the Vendor shall not be required to make any payment to any Person for the purpose of obtaining such consents, except for payments for amounts due and payable to that Person.
