Assumption and Assignment of Assumed Contracts Clause Samples

The "Assumption and Assignment of Assumed Contracts" clause defines the process by which one party (typically a buyer in an asset purchase or bankruptcy context) agrees to take over certain existing contracts from another party (the seller or debtor). This clause outlines which contracts are being transferred, the obligations the assignee will assume, and any conditions or approvals required for the assignment, such as obtaining third-party consent. Its core practical function is to ensure a clear and enforceable transfer of contractual rights and duties, thereby facilitating continuity of business operations and clarifying the responsibilities of each party post-transfer.
Assumption and Assignment of Assumed Contracts. On the Closing Date, Seller shall assign the Assumed Contracts to Buyer. Notwithstanding anything herein to the contrary, if (a) the consent of any Person is required to assign to Buyer any Assets or any claim, right or benefit arising thereunder or resulting therefrom and (b) such consent has not been obtained on or prior to the Closing Date (each an “Assignment Excluded Asset”), (i) such Assignment Excluded Asset shall be deemed not to have been assigned to Buyer and Buyer shall be deemed not to have assumed any Liabilities related thereto, (ii) such failure shall not constitute a breach of this Agreement and (iii) from and after the Closing, with respect to each Assignment Excluded Asset, Seller shall cooperate in good faith with Buyer (which shall take the lead in such process) and use its reasonable best efforts to arrange for the transfer of such Assignment Excluded Asset to Buyer within thirty (30) days of the Closing Date, unless and until it becomes evident that such assignment is not reasonably practicable without undue cost or delay. Schedule 2.5 hereto sets forth all Assignment Excluded Assets. To facilitate the transfer of the Assignment Excluded Assets, Seller and Buyer hereby agree to provide each other certain services following the Closing pursuant to the terms of an Intercompany Services Agreement, in substantially the form attached hereto as Exhibit E (the “Services Agreement”). In the event Seller shall receive payment for accounts receivable, which constitute Assets, following the Closing, it shall promptly remit such payments to Buyer. In the event Buyer shall receive payment for accounts receivable, which constitute Excluded Assets, following the Closing, it shall promptly remit such payments to Seller.
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Assumption and Assignment of Assumed Contracts. Buyer shall cooperate in all reasonable respects in connection with Sale Motion proceedings commenced by Seller in accordance with Section 8.6(b) of this Agreement for the purpose of obtaining, pursuant to the Approval Order, an order of the Bankruptcy Court authorizing and directing the Seller to assign the Assumed Contracts to Buyer pursuant to Section 365 of the Bankruptcy Code and otherwise to gain approval for the transactions contemplated by this Agreement. For greater clarity, Buyer shall reasonably cooperate in efforts to demonstrate "adequate assurance" of Buyer's performance of its obligations under the Assumed Contracts; provided, however, that no later than the Closing Date, Buyer may, in its sole and complete discretion, elect to not provide "adequate assurance" with respect to any Assumed Contract, in which case such Assumed Contract shall not constitute an Assumed Contract, such Assumed Contract shall not be assigned, transferred or conveyed to the Buyer as part of the Acquired Assets, and the Seller shall remain solely and completely liable for all obligations arising under such Assumed Contract. Any Contract for which "adequate assurance" as set forth in this Section 2.5 is not given by the Closing Date shall not be an Assumed Contract and shall either be rejected under the Bankruptcy Code as of the Closing Date or as soon as is reasonably practicable thereafter.
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Assumption and Assignment of Assumed Contracts. (a) The Sale Order shall provide for the assumption by Sellers, and the assignment to Buyer, of the Assumed Contracts on the terms and conditions set forth in the remainder of this Section 2.5 on the Closing Date. (b) As of the date hereof, Schedule 2.1(f) contains a list of Contracts (as amended, the “Assumed Contracts List”) entered into in connection with or related to the Business to be assumed, if applicable, by Sellers and assigned by Sellers to Buyer (any such Contract initially identified on the Assumed Contracts List, an “Identified Assumed Contract”). (c) On or prior to the second (2nd) day prior to the commencement of the Auction established in accordance with the Bidding Procedures Order, Buyer may, in its sole and absolute discretion, (1) designate any Contract that is not already an Identified Assumed Contract as an Assumed Contract by (i) amending the Assumed Contracts List to include such Contract, and (ii) delivering such Assumed Contracts List, as amended, to Sellers at any time or from time to time prior to the Auction Date, and/or (2) designate any Identified Assumed Contract that is not to be an Assumed Contract by (x) amending the Assumed Contracts List to remove such Assumed Contract, and (y) delivering such Assumed Contracts List, as amended, to Sellers at any time or from time to time prior to the Auction Date. Upon delivery of an amended Assumed Contracts List by Buyer in connection with the foregoing clause (1), Sellers shall promptly move to (A) assume the Contract(s) added to the Assumed Contracts List and (B) assign such Contract(s) to Buyer; and Buyer shall (subject to the entry of the Sale Order) accept the assignment of such Contract(s) effective as of the Closing Date. (d) In connection with any motion to assign any Contract, Sellers shall serve a cure notice (the “Cure Notice”) by first class mail on all non-debtor counterparties to all Contracts and provide a copy of the same to Buyer. The Cure Notice shall inform each recipient that its respective Contract may be designated by Buyer as either assumed or rejected, and the timing and procedures relating to such designation, and, to the extent applicable (i) the title of the Contract, (ii) the name and address of the counterparty to the Contract, (iii) Sellers’ good faith estimates of the Cure Amounts (defined below) required in connection with such Contract, (iv) the identity of Buyer, and (v) the deadline by which any such Contract counterparty may file an objection to t...
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Assumption and Assignment of Assumed Contracts. Seller agrees to use its reasonable best efforts to assign the Assumed Contracts to Buyer pursuant to Bankruptcy Code Section 365. At least 10 days prior to the Sale Hearing, Seller shall identify any defaults and arrearages, known to Seller as of such date, under all third party licenses and other Assumed Contracts and shall provide Buyer with a schedule identifying the amounts or actions necessary to cure any such Seller defaults under the Assumed Contracts or any amounts required by the other party to an Assumed Contract to assign such Assumed Contract to Buyer (collectively, the "Cure Payments"). Seller shall notify Buyer of any other defaults and arrearages as soon as reasonably practicable after receiving notice of them. Subject to Section 4.3 and only effective as of Closing, all such Cure Payments shall be the responsibility of Buyer, provided, that Buyer shall be entitled to reduce the Purchase Price (as defined in Section 3.1) by the amount of any such Cure Payments.
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Related to Assumption and Assignment of Assumed Contracts

  • Assignment and Assumption of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Buyer.

  • Subcontracts and Assignment Contractor shall not subcontract, assign, delegate, or transfer any of its duties, rights, or interests under this Contract without the prior written consent of District. District may withhold such consent for any or no reason. If District consents to an assignment or subcontract, then in addition to any other provisions of this Contract, Contractor shall require any permitted subcontractor to be bound by all the terms and conditions of this Contract that would otherwise bind Contractor. The parties agree that any such subcontracts shall be construed as matters solely between the Contractor and its subcontractor and shall have no binding effect on District.

  • SUBCONTRACTS and ASSIGNMENTS Except as may be set forth in the Special Provisions, the Contractor agrees not to subcontract, assign, transfer, convey, sublet or otherwise dispose of this Agreement or any right, title, obligation or interest it may have therein to any third party without prior written approval of H-GAC. The Contractor acknowledges that H-GAC is not liable to any subcontractor or assignee of the Contractor. The Contractor shall ensure that the performance rendered under all subcontracts shall result in compliance with all the terms and provisions of this Agreement as if the performance rendered was rendered by the Contractor. Contractor shall give all required notices, and comply with all laws and regulations applicable to furnishing and performance of the work. Except where otherwise expressly required by applicable law or regulation, H-GAC shall not be responsible for monitoring Contractor's compliance, or that of Contractor’s subcontractors, with any laws or regulations.

  • FORM OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

  • Assignment and Assumption Agreement The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.