Assumption and Assignment of Contracts Clause Samples

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Assumption and Assignment of Contracts. (a) Promptly, but in any event within 20 days from the Effective Date, Sellers shall deliver to Purchaser (i) a true and complete list of all material Contracts used in the Business to which a Seller is a party, and within two (other than Sellers’ insurance policies, confidentiality agreements, employment agreements, offer letters, severance agreements and consulting agreements), and within five Business Days of Purchaser’s request, Sellers shall make available a true and copy of any such Contract, and (ii) Schedule 2.7(a), which schedule shall contain, with respect to each Contract, Sellers’ good-faith best estimate, as certified by the Chief Executive Officer or Chief Financial Officer of Sellers, of the amount of Cure Costs with respect to each such Contract; provided, however, that, from and after the date of delivery of Schedule 2.7(a) hereunder until 30 days from the Effective Date, Sellers may provide updates or supplements to Schedule 2.7(a) to include revised Cure Costs with respect to any Contract set forth therein, which updates shall amend Schedule 2.7(a) for all purposes hereof. (b) Notwithstanding anything in this Agreement to the contrary, Purchaser may, from time to time and in its sole and absolute discretion, amend or revise Schedule 2.7(a) in order to add or eliminate any Contract to or from such Schedule up to one Business Day prior to the Qualified Bid Deadline. Automatically upon the addition of any Contract to Schedule 2.7(a) by Purchaser in accordance with the previous sentence, but subject to Purchaser’s right to remove any such Contract pursuant to this Section 2.7(b), such Contract shall be a Purchased Contract for all purposes of this Agreement. Automatically upon the deletion of any Contract from Schedule 2.7(a) by Purchaser in accordance with the first sentence of this Section 2.7(b), such Contract shall be an Excluded Asset for all purposes of this Agreement, and no Liabilities arising thereunder or relating thereto shall be assumed by Purchaser or be the obligation, liability or responsibility of Purchaser. If any Contract is added to the list of Purchased Contracts in accordance with this Section 2.7(b), then Sellers shall take such steps as are reasonably necessary (other than payment of any Cure Costs) to cause such Contract to be assumed and assigned to Purchaser as promptly as possible at or following the Closing. (c) The Sale Order shall provide for the assumption by Sellers, and the assignment to the extent legally ca...
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Assumption and Assignment of Contracts. Upon the Effective Date and thereafter, but prior to any rejection of any Contract either by the Trustee or by operation of law, the Trustee agrees to, at the option of and at the request of Titan, to voluntarily seek assumption and assignment to Titan or its designee or, at Titan’s request, seek an extension of the period in which to assume, in each case upon Titan’s payment of any resulting administrative liability to the Estates, of any and all contracts, agreements, executory contracts or unexpired leases, including but not limited to those contracts identified on SureBeam’s schedules, which are property of the Estates (the “Contracts”) pursuant to section 365 of the Bankruptcy Code, it being understood that notwithstanding anything to the contrary herein, Titan has the right at its sole and absolute discretion to elect at any time which Contracts as to which assumption and assignment to Titan or its designee shall be sought, and absent such election, Titan will have no liability whatsoever under such Contracts, (except as may exist independent of assumption and assignment, such liabilities as Titan has contractually assumed pre-petition, and any liability as provided elsewhere in this Agreement). The Trustee agrees to provide Titan with access to and information about any such Contracts and to promptly file such pleadings as may be appropriate in the Bankruptcy Court in a form and manner reasonably acceptable to Titan. In the event Titan requests the Trustee assume and assign any Contract, or seek any extension to do so, Titan will pay any and all costs necessary to effect the assumption and assignment to Titan or extension and any administrative liability incurred with respect to doing so. The Parties acknowledge and understand that any such Contracts not assumed or for which the time period to assume is not extended, or which is not otherwise rejected, will be deemed rejected on March 19, 2004 as a matter of law.
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Assumption and Assignment of Contracts. (a) The Sale Order shall provide for the assumption by Sellers, and the assignment to the extent legally capable of being assigned by Sellers to Buyer, of the Assumed Contracts on the terms and conditions set forth in the remainder of this Section 2.6, and shall provide for the Designation Deadline as defined herein. At Buyer’s request, and at Buyer’s cost and expense, Sellers shall reasonably cooperate from the date hereof forward with Buyer as reasonably requested by Buyer (i) to allow Buyer to enter into an amendment of any Lease upon assumption of such Lease by Buyer (and Sellers shall reasonably cooperate with Buyer to the extent reasonably requested with Buyer in negotiations with the landlords thereof), or (ii) to otherwise amend any Lease to the extent such amendments would not adversely affect any Seller; provided that Sellers shall not be required to enter into any such amendment if such amendment would result in an assumption by any Seller of such Lease, unless such Lease will be assigned to Buyer at the time of such assumption. (b) Buyer shall, prior to the hearing on the Sale Motion, identify the Non-Real Property Contracts and Leases that Buyer has decided will be Assumed Contracts to be assumed and assigned to Buyer on the Closing Date by providing a list thereof to Sellers (as updated in accordance with this Agreement, the “Closing Assumed Contract List”). Up to 3 Business Days prior to the Closing Date, Buyer may, in its sole discretion, add or remove any Non-Real Property Contract or Lease as an Assumed Contract to be assumed and assigned to Buyer on the Closing Date by amending the Closing Assumed Contract List, and, in connection with the Closing, the applicable Seller shall move in the Bankruptcy Court to assign any such Non-Real Property Contract or Lease on the Closing Assumed Contract List to Buyer, and at the Closing shall assume and assign to, and Buyer shall accept the assignment of and assume such Non-Real Property Contract or Lease. In advance of the Closing Date, Buyer may, in its sole discretion, designate a Non-Real Property Contract or Lease for exclusion and rejection by delivering written notice to Sellers and, in connection with the Closing, the applicable Seller shall move to reject any such Non-Real Property Contract or Lease as of the Closing Date (which date shall constitute the Rejection Effective Date with respect thereto). From and after the Closing Date until the Designation Deadline, with respect to any Non-Real...
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Assumption and Assignment of Contracts. Subject to Section 2.5, the Assigned Contracts designated hereunder as Assigned Contracts shall be so assumed and assigned to Purchaser by order of the Bankruptcy Court reasonably satisfactory to Purchaser.
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Assumption and Assignment of Contracts. On or before the Effective Date of the Plan, ESI will assume and assign the G&A Expense Reimbursement Agreement, dated as of May 11, 2004, between Extended Stay, Inc. and Homestead Village Management, LLC, as amended by: (1) First Amendment to G&A Expense Reimbursement Agreement, dated as of October 8, 2004, between Extended Stay Inc. and Homestead Village Management, LLC; and (2) Second Amendment to G&A Expense Reimbursement Agreement, dated as of May 11, 2005, between Extended Stay Inc. and HVM L.L.C., f/k/a Homestead Village Management, LLC and the Services Agreement, dated as of January 1, 2006, between Extended Stay, Inc. and HVM L.L.C., to the Debtors that are borrowers under the Mortgage Facility or NewCo pursuant to sections 365(a) and (f) of the Bankruptcy Code.
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Assumption and Assignment of Contracts. Pursuant to sections 105(a), 363, and 365 of the Bankruptcy Code and subject to and conditioned upon the Closing, the Selling Debtors’ sale, assumption and assignment to the Purchaser of the Assigned Contracts is approved, and the requirements of section 365(b)(1) of the Bankruptcy Code with respect thereto are deemed satisfied. In addition, the Assumption and Assignment Procedures are reasonable and approved in their entirety.
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Related to Assumption and Assignment of Contracts

  • Assignment of Contracts GSAM agrees to assign (or cause to be assigned) to GSRP or OpCo without recourse, representation or warranty (except as expressly set forth in this Agreement), all of GSAM’s or such Affiliate’s right, title and interest in and to, and GSRP agrees to assume, or cause OpCo to agree to assume, the obligations of GSAM or such Affiliate’s obligations under, each of the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period prior to the Closing. GSRP shall be responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case of any Assigned Contract that prior to the Closing was for the benefit of the GSRP Entities, from and after the Closing GSRP shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities, related to or arising from such Assigned Contract, to the extent GSRP is required to do so under the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined in the OpCo LLC Agreement) that were incurred prior to the Closing.

  • Succession and Assignment This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Parties.

  • CESSION AND ASSIGNMENT The Service Provider shall not cede, assign, abandon or transfer any of its rights and/or obligations in terms of this Agreement (whether in part or in whole) or delegate any of its obligations in terms of this Agreement, without the prior written consent of the Fund.

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

  • Sale and Assignment On the terms and conditions set forth herein, effective on and as of the Assignment Date, the Assignor hereby sells, assigns and transfers to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, all of the right, title and interest of the Assignor in and to, and all of the obligations of the Assignor in respect of, the Assigned Interest. Such sale, assignment and transfer is without recourse and, except as expressly provided in this Agreement, without representation or warranty.