Assumed Contracts and Leases Sample Clauses

Assumed Contracts and Leases. (a) Prior to the Closing Date, Seller shall notify Purchaser in writing promptly of any entry by Seller into any new Contract, including with such notice a copy of such Contract.
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Assumed Contracts and Leases. The VEX Contribution is subject to the assumption by the Acquirer or its designated Affiliates of all the contracts and leases set forth on Schedule 2.4 (the “Assumed Contracts and Leases”). The Acquirer hereby assumes (or shall cause its designated Affiliate to assume) and shall perform, pay and discharge (or shall cause its designated Affiliate to perform, pay and discharge) when due all liabilities and obligations arising or relating to the Assumed Contracts and Leases. Nothing contained herein shall prevent Acquirer or its designated Affiliates, as applicable, from contesting in good faith any of the liabilities arising pursuant to this Section 2.4 with any third-party obligee.
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Assumed Contracts and Leases. Prior to the Closing Date, Company shall obtain all necessary consents to assignment from the third parties to all of the Assumed Contracts and Leases.
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Assumed Contracts and Leases. The Buyer will assume (i) the Seller's prospective obligation to provide services to the Seller's patients, (ii) the Seller's prospective obligations under the equipment leases listed on Schedule 1.3 , and (iii) the Punta Gorda Lease (collectively, the "Assumed Contracts").
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Assumed Contracts and Leases. The Buyer will assume (i) the Selling Parties' prospective obligations to provide services to the Selling Parties' patients in connection with the Purchased Assets, (ii) the Selling Parties' prospective obligations (not including any obligations relating to periods prior to the Closing Date, whether or not liquidated as of the Closing) under the contracts described on Schedule 1.3, and (iii) the Selling Parties' prospective obligations under the Real Property Leases (collectively, the "Assumed Contracts").
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Assumed Contracts and Leases. Seller has performed all material obligations under each Assumed Contract and Lease and is not in breach or default, nor do circumstances exist which, with or without notice or lapse of time or both, would constitute a breach or default under any Assumed Contract or Lease by Seller (or, to the Knowledge of Seller, any other party or obligor with respect thereto). None of the Assumed Contracts and Leases contain covenants that in any way purport to restrict the business activity or limit the freedom of Seller to engage in any line of business or to compete with any person. Except as disclosed on Schedule 6.5, (a) none of the Assumed Contracts and Leases requires the Consent of any third party prior to the consummation by the parties of the transactions contemplated by this Agreement; (b) the Assumed Contracts and Leases are valid and effective in accordance with their terms; (c) provided that necessary Consents and Approvals to assignment are obtained, the continuation, validity and effectiveness of the Assumed Contracts and Leases will not be affected by the transactions contemplated hereunder; and (d) such transactions will, subject to obtaining the requisite Consent of another party thereunder, not result in a breach of, or default under any of the Assumed Contracts and Leases. There is no actual or, to the Knowledge of Seller, threatened termination, cancellation or limitation of any Assumed Contract and Lease. Regardless of whether a Consent requirement is disclosed on Schedule 6.5, Seller will obtain such Consent prior to Closing except as otherwise permitted by a written waiver from a Buyer.
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Assumed Contracts and Leases. The KFC Cooperative is not in default, and has no knowledge that any other party is in material default (or would be in default) on the giving of notice or the lapse of time or both, in each case, under the terms of any of the Assumed Contracts.
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Assumed Contracts and Leases. (a) Schedule 1.2(b) sets forth a list of Assumed Contracts as of the date hereof.
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Assumed Contracts and Leases. (a) Prior to the Closing Date, Seller shall notify Purchaser in writing promptly of any entry by Seller into any new Contract, including with such notice a copy of such Contract. (b) During the period from the Effective Date until the Closing, Seller shall not, without first obtaining Purchaser’s written consent, reject or seek to assume or reject any Contract or Real Property Lease. 10 (c) Purchaser may, from time to time prior to and after the Closing, add to Schedule 1.1(a) or 1.1(b), as the case may be, any Contract, upon one (1) Business Day’s written notice to Seller, and, upon providing such notice, such Contract shall be deemed to be added to Schedule 1.1(a) or 1.1(b), as the case may be, and Seller shall promptly deliver an updated Schedule 1.1(a) or 1.1(b) to Purchaser; provided, however, for the avoidance of doubt, Purchaser hereby acknowledges that nothing in this Section 1.8(c) shall be deemed to limit or affect Seller’s right post-Closing to convert, dismiss or otherwise close the Bankruptcy Case. Additionally, prior to the sale auction conducted by Seller pursuant to the Bid Procedures Order, Purchaser may, from time to time, delete from Schedule 1.1(a) or 1.1(b) any Contract, upon one (1) Business Day’s written notice to Seller, and, upon providing such notice, such Contract shall be deemed to be deleted from Schedule 1.1(a) or 1.1(b), as the case may be, and Seller shall promptly deliver an updated Schedule 1.1(a) or 1.1(b)
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Related to Assumed Contracts and Leases

  • Contracts and Leases (a) Schedule 4.12(a) lists each written contract, license, agreement, or personal property lease which is material to the business or operations of the Purchased Assets, other than any contract, license, agreement or personal property lease which is listed or described on another Schedule, or which is expected to expire or terminate prior to the Closing Date, or which provides for annual payments by Seller after the date hereof of less than $250,000 or payments by Seller after the date hereof of less than $1,000,000 in the aggregate.

  • Assumed Contracts The term "Assumed Contracts" shall have the meaning set forth in Section 2.1(e).

  • Assigned Contracts The Debtor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its material rights and remedies thereunder. Without limiting the generality of the foregoing, the Debtor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the Assigned Contracts. The Debtor shall notify the Secured Party in writing, promptly after the Debtor becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the material Assigned Contracts, and shall diligently pursue, as it deems appropriate, such right and report to the Secured Party on all further developments with respect thereto. The Debtor shall remit directly to the Secured Party for application to the Obligations in such order as the Secured Party shall determine, all amounts received by the Debtor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor shall fail after the Secured Party's demand to pursue diligently any right under the material Assigned Contracts, or an Event of Default then exists, the Secured Party may directly enforce such right in its own or the Debtor's name and may enter into such settlements or other agreements with respect thereto as the Secured Party, shall determine. In any suit, proceeding or action brought by the Secured Party under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor shall indemnify, defend and hold the Secured Party harmless from and against all expense (including without limitation Attorney Costs), loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor to or in favor of such obligor or its successors. All obligations of the Debtor under an Assigned Contract shall be and remain enforceable only against the Debtor and shall not be enforceable against the Secured Party. Notwithstanding any provision hereof to the contrary, the Debtor shall at all times remain liable to observe and perform all of its material duties and obligations under the Assigned Contracts, and the Secured Party's exercise of any of its rights with respect to the Collateral shall not release the Debtor from any of such duties and obligations. The Secured Party shall not be obligated to perform or fulfill the Debtor's duties or obligations under the Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

  • Material Contracts and Transactions Other than as expressly contemplated by this Agreement, there are no material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Pubco is a party except as disclosed in writing to Priveco or as disclosed in the Pubco SEC Documents.

  • Property Contracts Purchaser shall assume at Closing the obligations under the Property Contracts assumed by Purchaser; however, operating expenses shall be prorated under Section 5.4.2.

  • Transferred Contracts The Transferred Contracts listed on Exhibit C are all of the contracts between Aradigm and any Third Party currently necessary for or primarily related to, the operation of the Business, and true and complete copies of all such Transferred Contracts have been delivered or made available to Purchaser or its representatives. Each Transferred Contract is in full force and effect and, to Aradigm’s knowledge, Aradigm is not subject to any default thereunder, nor, to Aradigm’s knowledge, is any party obligated to Aradigm pursuant to any such Transferred Contract subject to any default thereunder. Aradigm has neither breached, violated or defaulted under, nor received notice that Aradigm has breached, violated or defaulted under, any of the terms or conditions of any Transferred Contract. Aradigm has obtained, or will obtain prior to the Closing, all necessary consents, waivers and approvals of parties to any Transferred Contract as are required thereunder in connection with the Closing, or for any such Transferred Contract to be transferred to Purchaser, and to remain in full force and effect without limitation, modification or alteration after the Closing. Following the Closing, Purchaser will be permitted to exercise all of the rights Aradigm had under the Transferred Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which Aradigm would otherwise be required to pay pursuant to the terms of such Transferred Contracts had the transactions contemplated by this Agreement not occurred.

  • Covered Contracts and Contractors If the Contract exceeds $100,000 and the Contractor employed more than 40 full-time employees on a single working day during the previous 12 months in Minnesota or in the state where it has its principle place of business, then the Contractor must comply with the requirements of Minnesota Statute § 363A.36 and Minnesota Rule Parts 5000.3400-5000.3600. A Contractor covered by Minnesota Statute § 363A.36 because it employed more than 40 full-time employees in another state and does not have a certificate of compliance, must certify that it is in compliance with federal affirmative action requirements.

  • Service Contracts (a) The Trustees may, at any time and from time to time, contract for exclusive or nonexclusive advisory, management and/or administrative services for the Trust or for any Series with any Person; and any such contract may contain such other terms as the Trustees may determine, including without limitation, authority for the Investment Adviser to determine from time to time without prior consultation with the Trustees what investments shall be purchased, held, sold or exchanged and what portion, if any, of the assets of the Trust shall be held uninvested and to make changes in the Trust's investments, and such other responsibilities as may specifically be delegated to such Person.

  • Seller Contracts All contracts and agreements, other than ---------------- Governmental Permits and those relating to Real Property, pertaining to the ownership, operation and maintenance of the Assets or the Business or used or held for use in the Business, as described on SCHEDULE 5.6 or, in the case of contracts and agreements relating to Real Property, on SCHEDULE 5.7.

  • Prior Contracts This Contract supersedes and terminates, as of the date hereof, all prior contracts between the Fund and the Custodian relating to the custody of the Fund's assets.

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