Assignment of Certain Contracts. At the Closing, Purchaser shall succeed to the rights and privileges of Sellers, and shall assume the express obligations of Sellers performable after the Closing pursuant to those leases, insurance policies, contracts, and other agreements, and only those leases, insurance policies, contracts, and other agreements of Sellers that are listed as "Assigned Contracts" on the Disclosure Schedule hereto ("Assigned Contracts") as and in the form of the copies thereof (or, if oral, as and in the form of the written statements of the terms thereof) furnished or made available to Purchaser pursuant to Sections 5.9, 5.11, 5.12, and 5.18 hereto. Without limiting the generality of the foregoing, Purchaser shall not assume and shall have no liability with respect to any obligations of Sellers under any Assigned Contract (a) required therein to be performed by Sellers at or prior to the Closing or (b) arising out of any breach thereof not included in the copies (or written statements of the terms) of such Assigned Contracts delivered or made available to Purchaser pursuant hereto.
Assignment of Certain Contracts. At the Closing, Purchaser shall succeed to the rights and privileges of Sellers, and shall assume the express obligations of Sellers to the extent such obligations (A) are applicable to and accrue with respect to periods subsequent to the Effective Time and (B) are accompanied by a correlated duty of performance or payment on the part of the other parties thereto, pursuant to those Real Property Leases or Contracts of the Target Business that are shown as “Assigned Contracts” (along with the Cure Amount applicable to each such Assigned Contract) on Schedule 1.3 hereto (“Assigned Contracts”) as and in the form of the copies thereof (or, if oral, as and in the form of the written statements of the terms thereof) furnished or made available to Purchaser. Purchaser and Sellers, by mutual agreement, may amend Schedule 1.3 prior to the Sale Hearing; provided, that, Purchaser may remove any Assigned Contract from Schedule 1.3 prior to the Sale Hearing if it determines, in its sole discretion. Purchaser shall be responsible for the payment and satisfaction of all cure amounts as determined by the Bankruptcy Court pursuant to Section 365(b) of the Bankruptcy Code with respect to the Assigned Contracts (the “Cure Amounts”), but solely to the extent that a Cure Amount (i) is an Assumed Liability and (ii) does not exceed the corresponding Cure Amount set forth on Schedule 1.3 with respect to each such Assigned Contract (the “Assumed Cure Amounts”). Sellers shall be responsible for any other Cure Amounts.
Assignment of Certain Contracts. Buyer and Sellers acknowledge that certain of the Contracts, Permits and Approvals and Intellectual Property may not, by their terms or under applicable law, be assignable without obtaining third-party consents or approvals (collectively, "Unassignable Contracts"). Each of Sellers acknowledges that the inability to assign any of the Unassignable Contracts shall not relieve any Seller of the obligation to sell and deliver such of the Acquired Assets as shall be tangible and/or capable of being delivered or otherwise assignable as long as the compliance with such obligation does not put any Seller in breach of any such Unassignable Contract. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Unassignable Contract if an attempted assignment thereof, without the consent of a third-party thereto, would constitute a breach thereof. Any assignment to Buyer by any Seller of any Unassignable Contract or any claim or right or any benefit arising thereunder or resulting therefrom which shall require the consent of any third party, shall be made subject to such consent being obtained. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Buyer thereunder, Sellers shall both before and after the Closing cooperate with Buyer in any reasonable arrangement requested by Buyer to provide for Buyer at Buyer's expense all rights and benefits under any or all of such Unassignable Contracts, including enforcement for the benefit of Buyer of any and all rights of any Seller against any third-party arising out of the breach or cancellation by such third-party or otherwise, and Sellers shall both before and after the Closing, and without further consideration therefor, pay, assign and remit to Buyer promptly all monies, and, to the extent permitted, all other rights or consideration received, or which may be received or obtained in respect of performance of any of the Unassignable Contracts. When any such consent shall be obtained or any such Unassignable Contract shall otherwise become assignable, Sellers shall promptly assign same to Buyer and Buyer shall, to the extent and only to the extent the same constitute Assumed Obligations (as defined below) be deemed to have assumed Sellers' obligations under the Unassignable Contracts, but in each case only if Buyer shall be entitled to the full benefits associated therewith. Until such ...
Assignment of Certain Contracts. 4 1.5 Instruments of Conveyance, Assumption, or Assignment ...........................................................5
Assignment of Certain Contracts. In connection with the grant of the above licenses, if Licensee requests in writing within one year of the Effective Date, Demeter hereby agrees to assign to Licensee (to the extent permitted under the applicable contract), under and subject to all of the terms of this Agreement, including but not limited to the royalty and payment obligations of Articles III and IV, technology subject to Article II, of this Agreement developed under any university or government contract (other than the LSU License) to which Demeter is a party to the extent that such contract relates to the development, manufacture, use or sale of Licensed Plant Products or Licensed Formulated Products for Crop disease and/or pest control; provided that Licensee agrees to assume the obligations of Demeter under such contract. Demeter further agrees to execute any and all documents necessary or desirable to implement these rights.
Assignment of Certain Contracts. (a) At the Closing, Seller agrees to, and to cause Seller’s Affiliates to, assign, sell, transfer, convey and deliver to Buyer, and Buyer agrees to acquire from Seller and its Affiliates, all of Seller’s and its Affiliates’ right, title and interest as of the Effective Time in all Contracts which, although neither the Companies nor any of the Transferring Subsidiaries is the contracting party thereto, is in each case solely related to the Business (other than with respect to purchase orders, which shall be transferred to Buyer to the extent they relate to the Business), together with those Contracts set forth on Exhibit 2.6(a) hereto (collectively, the “Assigned Contracts”). At the Closing, Buyer shall assume, and hereby agrees to pay, perform and observe fully and timely, effective as of the Effective Time, all liabilities and obligations relating to or arising out of the Assigned Contracts (collectively, the liabilities and obligations so assumed being referred to as the “Assumed Contract Liabilities”). Notwithstanding the foregoing, in no event will the Assumed Contract Liabilities include any liabilities or obligations in respect of indebtedness for borrowed money incurred prior to the Closing Date (which shall not be deemed to include capital leases) or any equity or equity-based awards relating to equity securities of Seller.
Assignment of Certain Contracts. The Company shall assign to Buyer, effective as of the Closing Date, fully paid, life of the loan tax service contracts issued by First American Real Estate Tax Services, Inc. related to all Mortgage Loans. The Company also shall assign to Buyer, effective as of the Closing Date, such fully paid, life of the loan flood zone certification contracts issued by a company acceptable to Buyer related to all Mortgage Loans as have been obtained by the Company by the Closing Date. The Company shall obtain, at its expense, the required consents, if any, to assign such tax service contracts (subject to the limita- 106 107 tions set forth in Section 5.6(a)(iii)) and flood zone certification contracts to Buyer.
Assignment of Certain Contracts. At the Closing, Buyer shall succeed to the rights and privileges of Seller, and shall assume the express obligations of Seller, performable after the Closing pursuant to the Seller's contracts, and other agreements listed in Exhibit A. Without limiting the generality of the foregoing, Buyer shall not assume and shall have no liability with respect to any of the Seller's obligations, under any contract (a) other than a contract assigned and listed as an asset in Exhibit A, (b) required to be performed by Seller, under an assigned contract on or prior to the Closing, except to the extent that such obligation is set forth as an Assumed Liability hereunder, or (c) arising out of any breach of any breach of an assigned Contract on or before the Closing. .
Assignment of Certain Contracts. At the Closing, Seller agrees to, and to cause Seller’s Affiliates to, assign, sell, transfer, convey and deliver to Buyer, and Buyer agrees to acquire from Seller and its Affiliates, all of Seller’s and its Affiliates’ right, title and interest as of the Effective Time in all Contracts (excluding Seller’s agreements with each of the owners or licensors of the private brands set forth in Exhibit K) which, although none of the Companies is the contracting party thereto, is in each case solely related to the Business (other than with respect to purchase orders, which shall be transferred to Buyer to the extent they relate to the Business), together with those Contracts set forth in Exhibit F hereto (collectively, the “Assigned Contracts”). At the Closing, Buyer shall assume, and hereby agrees to pay, perform and observe fully and timely, effective as of the Effective Time, all liabilities and obligations relating to or arising out of the Assigned Contracts (collectively, the liabilities and obligations so assumed being referred to as the “Assumed Contract Liabilities”).
Assignment of Certain Contracts. On or prior to the Closing, Seller shall have caused the assignment from the Company or, at the option of Seller, the termination of, those contracts listed on Schedule 5.14 hereto (the "Terminated Contracts"). As of the Closing Date, the Company shall have no obligation or liability with respect to any of the Terminated Contracts.
