Assumption and Assignment of Contracts and Leases Sample Clauses

Assumption and Assignment of Contracts and Leases. (a) Sellers shall assume and, to the extent assignable, assign the Material Contracts listed on Schedule 2.5(a) to Buyer, effective on and as of the Closing (collectively, the “Assumed Contracts”); provided, however, except for the Contracts set forth on Schedule 2.5(a)(i), Buyer may at any time prior to five (5) Business Days prior to the Sale Hearing, by written notice to Sellers, add or remove Material Contracts from Schedule 2.5(a); provided further, that Sellers shall not be required to assume and assign any (i) leases or other Contracts for Vehicles or other equipment used by any Comcar Subsidiaries or Affiliates, other than Sellers, or otherwise not Related to the Business, and (ii) Contracts pursuant to which any goods or services are provided to any Comcar Subsidiaries or Affiliates, other than Sellers, or otherwise not Related to the Business.
Sample 1Sample 2
AutoNDA by SimpleDocs
Assumption and Assignment of Contracts and Leases. (a) Sellers shall assign (i) all purchase orders, customer Contracts and reseller Contracts to Buyer, other than those listed on Schedule 2.5(a)(i); and (ii) all other Contracts (including vendor Contracts)or other agreements contemplated or governed by any of the listed Contracts and Leases of the Sellers listed on Schedule 2.5(a)(ii) to Buyer, effective on and as of the Closing (such Contracts, the “Assumed Contracts”, and such Leases, the “Assumed Leases”). Between the Agreement Date and March 3, 2023, Buyer shall be permitted to add or remove Assumed Contracts and Assumed Leases from Schedule 2.5(a)(i) and Schedule 2.5(a)(ii). Between March 3, 2023 and five (5) Business Days before the Closing, Buyer may, in its sole and absolute discretion, at any time at least five (5) Business Days prior to the Closing, by written notice to Sellers, add or remove Assumed Contracts and Assumed Leases from Schedule 2.5(a)(i) and Schedule 2.5(a)(ii); provided that removal of Assumed Contracts and Assumed Leases from Schedule 2.5(a)(i) and Schedule 2.5(a)(ii) shall result in deviation of no more than ten (10%) percent of the economic value from the initial list of Assumed Contracts and Assumed Leases, as may have been revised on or before March 3, 2023. If any Contract is added to the list of Acquired Assets pursuant to the foregoing sentence, then the applicable Seller shall take such steps as are reasonably necessary to cause such Contract to be assigned to Buyer as promptly as possible at or following the Closing.
Sample 1
Assumption and Assignment of Contracts and Leases. (a) Sellers shall assume and, to the extent assignable, assign the Material Contracts listed on Schedule 2.5(a) to CTT or another Subsidiary of PSA designated by Buyer in writing to Sellers prior to Closing, effective on and as of the Closing (collectively, the “Assumed Contracts”); provided, however, except for the Assumed Contracts set forth on Schedule 2.5(a)(i), Buyer may at any time prior to five (5) Business Days prior to the Sale Hearing, by written notice to Sellers, add or remove Material Contracts from Schedule 2.5(a); provided further, that Sellers shall not be required to assume and assign any (i) leases or other Contracts for vehicles or other equipment used by any Comcar Subsidiaries or Affiliates, other than Sellers, or otherwise not Related to the Business, and (ii) Contracts pursuant to which any goods or services are provided to any Comcar Subsidiaries or Affiliates, other than Sellers, or otherwise not Related to the Business; provided further that at any time prior to two (2) Business Days prior to the Closing, by written notice to Sellers, Buyer may remove any of the leases or other Contracts from Schedule 2.5(a) except for the Assumed Contracts set forth on Schedule 2.5(a)(i). Schedule 2.5(a) shall include Sellers’ proposed Cure Cost for each Assumed Contract. Until the Closing, Sellers shall continue to use commercially reasonable efforts to perform their obligations under the Assumed Contracts.
Sample 1
Assumption and Assignment of Contracts and Leases. (a) Sellers shall assign all Contracts (which, for the avoidance of doubt, shall include all purchase orders or other agreements contemplated or governed by any of the listed Contracts) and Leases of the Sellers listed on Section 2.5(a) of the Disclosure Schedules to Buyer, effective on and as of the Closing (such Contracts, the “Assumed Contracts”, and such Leases, the “Assumed Leases”); provided, however, Buyer may, in its sole and absolute discretion, at any time at least one (1) Business Day prior to the Closing, by written notice to Sellers, add or remove Assumed Contracts and Assumed Leases from Section 2.5(a) of the Disclosure Schedules. If any Contract is added to the list of Acquired Assets pursuant to the foregoing sentence, then the applicable Seller shall take such steps as are reasonably necessary to cause such Contract to be assigned to Buyer as promptly as possible at or following the Closing.
Sample 1
Assumption and Assignment of Contracts and Leases. Upon the Motion (the “Motion”)1 of ATP Oil & Gas Corporation (the “Debtor”) pursuant to 11 U.S.C. §§ 105(a), 363 and 365 and Bankruptcy Rules 2002, 6004 and 6006 for an Order (a) approving the sale (the “Sale”) of the Debtor’s Assets (as defined in the Purchase Agreement) free and clear of claims and liens (the “Purchased Assets”) pursuant to the terms and conditions of the Asset Purchase Agreement attached hereto as Exhibit 1 (collectively with all exhibits thereto, the “Purchase Agreement”), dated as of June [ ], 2013 and executed by and between the Debtor, as seller (the “Seller”), Credit Suisse AG, exclusively in its capacity as administrative agent and collateral agent under the DIP Credit Agreement2 (the “DIP Agent”) and, upon the joinder contemplated by Section 5.12 of the Purchase Agreement, a newly formed Delaware limited liability company designated by the DIP Agent at the direction of the Required Lenders (as defined in the DIP Credit Agreement), as purchaser (the DIP Agent in such capacities and such newly formed entity collectively (unless the context expressly implies
Sample 1
Assumption and Assignment of Contracts and Leases. (a) Each Seller shall assume and, to the extent assignable, assign to Buyer all of the executory Contracts and Leases of such Seller (such Contracts, the “Assumed Contracts”, and such Leases, the “Assumed Leases”), effective on and as of the Closing, subject to Section 2.5(e); provided, however, Buyer may provide a written notice to Sellers, which notice shall be provided no later than three (3) Business Days prior to the Auction, of its decision (i) to designate one or more executory Contracts as Excluded Contracts and (ii) may add and/or remove Material Contracts and Leases from Schedule 4.12.
Sample 1

Related to Assumption and Assignment of Contracts and Leases

  • Assignment of Contracts On the Initial Borrowing Date, the Borrower shall have duly authorized, executed and delivered a valid and effective assignment by way of security in favor of the Collateral Agent of all of the Borrower’s present and future interests in and benefits under (x) the Construction Contract, (y) each Refund Guarantee and (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance accept and endorse on such insurance policy a loss payable clause substantially in the form set forth in Part 3 of Schedule 2 to the Assignment of Contracts (as defined below), and it being further understood that certain of the Refund Guarantee and none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which assignment shall be substantially in the form of Exhibit J hereto or otherwise reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to time, the “Assignment of Contracts”) provided that, if any Refund Guarantee issued to the Borrower on the Initial Borrowing Date shall have been issued by KfW IPEX-Bank GmbH, then such Refund Guarantee shall be charged pursuant to a duly authorized, executed and delivered, valid and effective charge of any such Refund Guarantee in the form of Exhibit Q hereto or otherwise in a form reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Charge of KfW Refund Guarantees”).

  • 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.

  • 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.

  • Assignment of Contracts and Rights Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such Purchased Asset or in any way adversely affect the rights of the Buyer or Seller thereunder. Seller will use commercially reasonable efforts (but without any payment of money by Buyer) to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer may request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller thereunder so that Buyer would not in fact receive all such rights, Seller and Buyer will diligently cooperate in good faith in the thirty-five (35) days after the Closing to arrive at a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing, or sub-leasing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller's obligations, any and all rights of Seller against a third party thereto. Seller will promptly pay to Buyer when received all monies received by Seller under any Purchased Asset or any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset.

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

  • Assumption Agreements In the event that any assumption agreement or substitution of liability agreement is entered into with respect to any Mortgage Loan subject to this Agreement in accordance with the terms and provisions of the Pooling and Servicing Agreement, the Master Servicer shall notify the Custodian that such assumption or substitution agreement has been completed by forwarding to the Custodian the original of such assumption or substitution agreement, which copy shall be added to the related Custodial File and, for all purposes, shall be considered a part of such Custodial File to the same extent as all other documents and instruments constituting parts thereof.

  • Sale and Assignment of Master Servicing The Master Servicer may sell and assign its rights and delegate its duties and obligations in its entirety as Master Servicer under this Agreement and EMC may terminate the Master Servicer without cause and select a new Master Servicer; provided, however, that: (i) the purchaser or transferee accepting such assignment and delegation (a) shall be a Person which shall be qualified to service mortgage loans for Fannie Mae or Freddxx Xxx; (x) shxxx xxxe a net worth of not less than $10,000,000 (unless otherwise approved by each Rating Agency pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced in a writing signed by the Trustee); and (d) shall execute and deliver to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by it as master servicer under this Agreement, any custodial agreement from and after the effective date of such agreement; (ii) each Rating Agency shall be given prior written notice of the identity of the proposed successor to the Master Servicer and each Rating Agency's rating of the Certificates in effect immediately prior to such assignment, sale and delegation will not be downgraded, qualified or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to such effect delivered to the Master Servicer and the Trustee; (iii) the Master Servicer assigning and selling the master servicing shall deliver to the Trustee an Officer's Certificate and an Opinion of Independent Counsel, each stating that all conditions precedent to such action under this Agreement have been completed and such action is permitted by and complies with the terms of this Agreement; and (iv) in the event the Master Servicer is terminated without cause by EMC, EMC shall pay the terminated Master Servicer a termination fee equal to 0.25% of the aggregate Scheduled Principal Balance of the Mortgage Loans at the time the master servicing of the Mortgage Loans is transferred to the successor Master Servicer. No such assignment or delegation shall affect any liability of the Master Servicer arising prior to the effective date thereof.

  • Assignment of Contract A. Unless expressly agreed to elsewhere in the Contract, no assignment by a party hereto of any rights under or interests in the Contract will be binding on another party hereto without the written consent of the party sought to be bound; and, specifically but without limitation, money that may become due and money that is due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents.

  • 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.

  • 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.

Time is Money Join Law Insider Premium to draft better contracts faster.