Assumed Contracts Sample Clauses
The Assumed Contracts clause defines which existing contracts or agreements a party will take on responsibility for as part of a transaction, such as a merger or asset purchase. In practice, this clause lists specific contracts that the buyer agrees to assume from the seller, outlining any terms or conditions for their transfer. Its core function is to clearly allocate responsibility for ongoing contractual obligations, preventing disputes over which party is liable for performance or breaches after the transaction closes.
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Assumed Contracts. (a) Other than the Assumed Contracts, no existing contracts with Seller shall be assumed by Purchaser, without specific, individual, written consent by Purchaser.
(b) Seller shall provide Purchaser a list of all existing contracts on Schedule 3.9(b). Except for the Assumed Contracts, Seller is not a party to or otherwise bound by the terms of any material contract, agreement or obligation, written or oral, affecting the Business or the Assets. Seller shall separately identify each Assumed Contract (i) pursuant to which any other party is granted “most favored party” rights of any type or scope, or containing any non-solicitation or non-competition covenants or other restrictions relating to the Business or that limits the freedom of Seller to engage or participate, or compete with any other Person, in any line of business, market or geographic area, or to make use of any Transferred Intellectual Property, (ii) that is an IP Agreement, (iii) that imposes on Seller payment obligations (contingent or otherwise) in excess of $5,000 per annum, (iv) that provides for payments to Seller in excess of $5,000 per annum, (v) that constitutes a partnership or joint venture agreement, (vi) that evidences outstanding Indebtedness which constitutes an Asset and (vii) that is a Lease.
(c) Assumed Contracts (if any) are valid, binding and in full force and effect and enforceable by Seller prior to Closing and by Purchaser upon and after Closing.. Neither Seller, nor, to Seller’s Knowledge, any other party, is in material breach, violation of, or default under, and to the Knowledge of Seller, no event has occurred which, with the lapse of time or the giving of notice, or both, is reasonably likely to result in a breach or violation by Seller or such other party of, or default under, any Assumed Contract, and there are no existing disputes or claims of default relating thereto, or any facts or conditions Known to Seller which, if continued, will result in a material default or claim of default thereunder. Seller has not received any written or, to the Knowledge of Seller, oral notice of the intention of any party to terminate, cancel, amend or not renew any Assumed Contract. Except as set forth in Section 1.7, no consents are necessary for the effective assignment to and assumption by Purchaser of any of the Assumed Contracts including but not limited to the lease on the Premises. Seller has furnished or made available to Purchaser true and complete copies of all Assumed Con...
Assumed Contracts. Exhibit 1.1
Assumed Contracts. (a) The Seller hereby sells to the Purchaser with economic effect as of the Closing Date and subject to the terms and conditions of this Agreement, those contracts set forth in Schedule 3.1.1
(a) hereto and any rights and claims of the Seller thereunder, in full discharge of all obligations of the Seller thereunder (the “Assumed Contracts”), provided that the Purchaser shall not assume any Liabilities or Claims under such Assumed Contracts to the extent that they relate to the time period prior to the Closing Date or are otherwise Excluded Liabilities. The Purchaser accepts such sale.
(b) From the date of this Agreement to the Closing Date, the Seller will on a weekly basis advise and keep the Purchaser informed of all sales orders for lumber that the Seller wishes to accept in the Ordinary Course of Business and on customary terms and prices and which orders will not be (or may reasonably be expected not to be) fulfilled by the Seller prior to the Closing Date and for which payment shall have not been received prior to the Closing Date (a “Post Sales Order”). The Purchaser shall advise the Seller in writing of which Post Sales Orders it wishes to accept and is willing to assume hereunder (an “Assumed SO”). At least two Business Days prior to the Closing Date, the Seller will provide the Purchaser with an updated list of Assumed SO’s. On Closing, the Purchaser shall take over and assume all of the Assumed SO’s and be entitled to all of the sales proceeds thereof; and
(c) From the date of this Agreement to the Closing Date, the Seller will promptly advise and keep the Purchaser informed of all contracts or orders for log wood entered into by the Seller in the Ordinary Course of Business which are on customary terms and prices and which wood will not be (or may reasonably be expected not to be) delivered to the Sawmill prior to the Closing Date (a “Post Purchase Order”). At least two Business Days prior to the Closing Date, the Seller will provide the Purchaser with an updated list of Post Purchase Orders. The Purchaser shall take over and assume such Post Purchase Orders up to an aggregate amount of 2,000,000 euros (EUR two million) (the “Assumed POs”), with any excess not being an Assumed PO.
Assumed Contracts. The term "Assumed Contracts" shall have the meaning set forth in Section 2.1(e).
Assumed Contracts. All current and complete copies of all Assumed Contracts (which shall be deemed to include all Fighter Contracts) have been delivered to or made available to the Buyer. Except as set forth on Schedule 5.10, the Assumed Contracts are all in full force and effect and, to Seller’s knowledge, there are no outstanding material defaults or violations under such Assumed Contracts on the part of the Seller or, to the knowledge of the Seller, on the part of any other party to such Assumed Contracts, except for such defaults as will not have a material adverse effect on the Business or Purchased Assets, taken as a whole. Except as set forth on Schedule 5.10, there are no current or pending negotiations with respect to the renewal, repudiation or amendment of any Assumed Contract, other than in connection with negotiations for renewals and amendments in the ordinary course of business.
Assumed Contracts. All Operating Expenses accruing under, arising out of or relating to any of the Assumed Contracts shall be prorated between Seller and Buyer at the Closing as of the Proration Date.
Assumed Contracts. 1 "Closing" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 "Closing Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 "Consents" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 "Contracts" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 "FCC" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 "FCC Consent" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 "FCC Licenses" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 "Final Order" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 "Intangibles" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 "Licenses" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 "Permitted Liens" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 "Person" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 "Purchase Price" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 "Real Property" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 "
Assumed Contracts. Amounts due under the Assumed Contracts with Buyer to receive a credit at Closing for any amounts unpaid and attributable for the period prior to the Closing Date and Seller to receive a credit at Closing for any amounts previously paid and attributable to the period on and following the Closing Date.
Assumed Contracts. Except for any Assumed Warranty Liabilities in existence on the date of this Agreement and except as disclosed on Schedule 2.15 attached hereto,
(a) Seller has fulfilled all of its obligations under the Assumed Contracts that were required to be fulfilled prior to the date hereof;
(b) Seller has not defaulted under any of the Assumed Contracts, nor has any event occurred which, with the giving of notice, the lapse of time and/or other action or inaction, would constitute a default by Seller under any of the Assumed Contracts;
(c) no consent of any party to any of the Assumed Contracts is required for the execution, delivery or performance of this Agreement, or the consummation of the transactions contemplated hereby, other than as set forth in Schedule 2.4, and except under the Scheduled Contracts with respect to the assignment of the Scheduled Contracts to Acquisition Sub, all such consents have been obtained by Seller on or prior to the date of this Agreement;
(d) There has been no material default under any of the Assumed Contracts by the other parties to the Assumed Contracts at any time after January 1, 2009, and no event has occurred since January 1, 2009 which, with the giving of notice, the lapse of time and/or other action or inaction, would constitute a material default under any of the Assumed Contracts by the other parties to the Assumed Contracts; and
(e) Seller has not assigned any of its rights or interests in any Assumed Contract to any person, and all of the Assumed Contracts are, and immediately after the sale and assignment of the Assumed Contracts to Acquisition Sub as contemplated by this Agreement shall continue to be, in full force and effect and valid, binding and enforceable in accordance with their respective terms, in each case, except for such failure to be in full force and effect and valid, binding and enforceable that have been caused by a party to such Assumed Contract other than Seller or Parent. Seller has provided Acquisition Sub or ITS with true, correct and complete copies of all of the Assumed Contracts. All information regarding the Business Contracts as set forth in Schedule 1.1(a)(vi) is true, correct and complete, including the commencement date of each Business Contract.
Assumed Contracts. (a) On March 31, 2005, Sellers provided to Buyer (via email) a list entitled “Torch Relevant Contracts” which contains a true, complete and correct list of all Contracts conforming to the descriptions set forth below in this Section 6.9(a) to which any Seller is a party which relates to the Subject Assets, copies of each of which have been delivered or otherwise made available to Buyer: (i) any Contract relating to the use or operation of, or limiting or restricting in any material manner the use or operation of, the Subject Assets, (ii) Contracts relating to incurrence, assumption or guarantee of any Indebtedness imposing a Lien on any of the Subject Assets; (iii) any Contract providing warranties for, or relating to the furnishing or receipt of services for, any Subject Assets, and (iv) any power of attorney (irrevocable or otherwise) to any Person for any purpose relating to the Subject Assets or the ownership, use or operation thereof (collectively, the “Material Contracts”).
(b) Upon payment of the Cure Amount, (i) each Purchased Contract will continue to be in full force and effect and constitute the entire agreement by and between or among the parties thereto, (ii) after giving effect to a Final Order approving the assumption of the Purchased Contracts, each Purchased Contract shall continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the consummation of the Transaction contemplated by this Agreement, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, (iii) after giving effect to a Final Order approving the assumption of the Purchased Contracts, no Purchased Contract prohibits or requires the consent of any Person to the assignment to and assumption by Buyer or its designee of such Purchased Contract, (iv) no party to any Purchased Contract has, to the Knowledge of the Sellers, repudiated any provision thereof, and (v) no Seller who is a party to any Purchased Contract is in breach or default, and to the Knowledge of each Seller, no other party to any Purchased Contract is in breach or default, and to the Knowledge of Sellers no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification or acceleration thereunder (other than any such breaches or de...