Common use of Assumption and Rejection of Contracts and Leases Clause in Contracts

Assumption and Rejection of Contracts and Leases. Subject to ------------------------------------------------ Section 5.04 of the Plan, on the Effective Date, all executory contracts and unexpired leases, including the Five Ventas Leases as assumed and simultaneously amended to become the Amended Ventas Leases, of the Estates shall be assumed by the Debtors pursuant to the provisions of Sections 365 and 1123 of the Bankruptcy Code, except: (i) any executory contract or unexpired lease that is the subject of a separate motion filed pursuant to Section 365 of the Bankruptcy Code by the Debtors prior to the Confirmation Date; (ii) such contracts or leases as are listed on Exhibit 8 to the Plan Supplement filed by the Debtors on or before the Effective Date; and (iii) all executory contracts or unexpired leases rejected under the Plan or by order of the Court entered before the Effective Date and not subsequently assumed pursuant to an order of the Court. Any order entered after the Confirmation Date by the Bankruptcy Court, after notice and hearing, authorizing the rejection of an executory contract or unexpired lease (other than a contract or lease governed by Section 5.04 of the Plan) shall cause such rejection to be a prepetition breach under Sections 365(g) and 502(g) of the Bankruptcy Code, as if such relief were granted and such order were entered prior to the Confirmation Date. Any Claims arising out of the rejection of executory contracts or leases (other than a contract or lease governed by Section 5.04 of the Plan) must be filed with the Court within the later of the time set by any Final Order rejecting such executory contract or unexpired lease or 30 days after the Effective Date. Any Claims not filed within such time will be forever barred from assertion against any of the Debtors or Reorganized Debtors, their Estates and their property. Except as provided in Section 5.04 of the Plan, the Reorganized Debtors shall pay allowed cure amounts arising from the assumption of executory contracts or leases as Administrative Claims under the Plan without the need for the filing of a proof of claim by the claimant. In addition to the retention of jurisdiction provision contained in Section 13.01 of the Plan and subject to the provisions thereof, the Court expressly retains jurisdiction to resolve any disputes between the Reorganized Debtors and a party to an executory contract or lease that is assumed regarding the cure amount that is owed as a result of the assumption of the contract or lease, which either party can seek to resolve by application to the Court on or after forty-five (45) days after the Effective Date if the parties are unable to resolve the dispute consensually.

Assumption and Rejection of Contracts and Leases. Subject to ------------------------------------------------ Section 5.04 of the Except as otherwise provided herein, or in any contract, instrument, release, indenture, or other agreement or document entered into in connection with this Plan, on as of the Effective Date, all the Debtors shall be deemed to have assumed each executory contracts contract and unexpired leaseslease to which it is a party, including the Five Ventas Leases as unless such contract or lease (a) was previously assumed and simultaneously amended to become the Amended Ventas Leases, of the Estates shall be assumed or rejected by the Debtors Debtors, (b) previously expired or terminated pursuant to the provisions of Sections 365 and 1123 of the Bankruptcy Codeits own terms, except: (ic) any executory contract or unexpired lease that is the subject of a separate motion filed pursuant to Section 365 of the Bankruptcy Code by the Debtors prior to the Confirmation Date; (ii) such contracts or leases as are listed on Exhibit 8 to the Plan Supplement reject filed by the Debtors on or before the Confirmation Date or (d) is set forth in a schedule, as an executory contract or unexpired lease to be rejected, if any, filed by the Debtors as part of the Plan Supplement. The Confirmation Order shall constitute an order of the Bankruptcy Court under sections 365 and 1123(b) of the Bankruptcy Code approving the contract and lease assumptions or rejections described above, as of the Effective Date; . Each executory contract and unexpired lease that is assumed and relates to the use, ability to acquire, or occupancy of real property shall include (a) all modifications, amendments, supplements, restatements, or other agreements made directly or indirectly by any agreement, instrument, or other document that in any manner affect such executory contract or unexpired lease and (iiib) all executory contracts or unexpired leases rejected under appurtenant to the Plan premises, including all easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, powers, uses, usufructs, reciprocal easement agreements, vaults, tunnel or by order bridge agreements or franchises, and any other interests in real estate or rights in rem related to such premises, unless any of the Court entered before the Effective Date and not subsequently assumed foregoing agreements has been rejected pursuant to an order of the Court. Any order entered after the Confirmation Date by the Bankruptcy Court, after notice and hearing, authorizing the rejection of an executory contract or unexpired lease (other than a contract or lease governed by Section 5.04 of the Plan) shall cause such rejection to be a prepetition breach under Sections 365(g) and 502(g) of the Bankruptcy Code, as if such relief were granted and such order were entered prior to the Confirmation Date. Any Claims arising out of the rejection of executory contracts or leases (other than a contract or lease governed by Section 5.04 of the Plan) must be filed with the Court within the later of the time set by any Final Order rejecting such executory contract or unexpired lease or 30 days after the Effective Date. Any Claims not filed within such time will be forever barred from assertion against any of the Debtors or Reorganized Debtors, their Estates and their property. Except as provided in Section 5.04 of the Plan, the Reorganized Debtors shall pay allowed cure amounts arising from the assumption of executory contracts or leases as Administrative Claims under the Plan without the need for the filing of a proof of claim by the claimant. In addition to the retention of jurisdiction provision contained in Section 13.01 of the Plan and subject to the provisions thereof, the Court expressly retains jurisdiction to resolve any disputes between the Reorganized Debtors and a party to an executory contract or lease that is assumed regarding the cure amount that is owed as a result of the assumption of the contract or lease, which either party can seek to resolve by application to the Court on or after forty-five (45) days after the Effective Date if the parties are unable to resolve the dispute consensually.

Assumption and Rejection of Contracts and Leases. Subject At the election of Buyer pursuant to ------------------------------------------------ Section 5.04 written notice given to Seller at any time, Buyer may update Schedule 2.01(a)(v) hereof to (A) delete Contracts from time to time at Buyer’s sole discretion at any time prior to the later of (x) with respect to any specific Assumed Contract, five (5) days after the resolution of any dispute with a non-debtor party to such Assumed Contract where such resolution results in an increase in Cure Costs related to such Assumed Contract and (y) the date of the PlanAuction, on and (B) add Contracts from time to time at Buyer’s sole discretion prior to the Effective conclusion of the hearing in the Bankruptcy Court to approve the sale of the Assets. Prior to the date that is five (5) Business Days prior to the Closing Date, all Seller shall seek to assume or reject, as directed by Buyer, any executory contracts and or unexpired leases to which Seller is a party or is otherwise bound. Seller shall give written notice to Buyer prior to the submission of any motion in the Chapter 11 Case to assume or reject any executory contracts or unexpired leases, including and, without the Five Ventas Leases as assumed and simultaneously amended to become the Amended Ventas Leasesprior written consent of Buyer, of the Estates Seller shall be assumed by the Debtors pursuant to the provisions of Sections 365 and 1123 of the Bankruptcy Code, except: (i) not assume or reject any executory contract or unexpired lease that is the subject of a separate motion filed pursuant to Section 365 of the Bankruptcy Code by the Debtors prior to the Confirmation Date; (ii) such contracts or leases as are listed on Exhibit 8 to the Plan Supplement filed by the Debtors on or before the Effective Date; and (iii) all lease. Any executory contracts or unexpired leases that are rejected under subject to Bankruptcy Court approval or are the Plan or by order subject of a rejection motion on the Closing Date, after complying with the provisions of this Section 7.09 shall constitute Excluded Assets at Closing. Promptly, but, in any event, within ten (10) days from the date hereof, Seller shall provide Buyer with a written schedule containing the Seller’s best estimate of the Court entered before the Effective Date and not subsequently assumed pursuant to an order of the Court. Any order entered after the Confirmation Date by the Bankruptcy Court, after notice and hearing, authorizing the rejection of an Cure Costs for each executory contract or unexpired lease (other than to which Seller is a contract party or lease governed by Section 5.04 of the Plan) shall cause such rejection is otherwise bound. Seller and Buyer will use their commercially reasonable efforts to be a prepetition breach under Sections 365(g) and 502(g) of the Bankruptcy Code, as if such relief were granted and such order were entered prior obtain any necessary consents with respect to the Confirmation Date. Any Claims any Contract or any claim or right or any benefit arising out of the rejection of executory contracts or leases (other than a contract or lease governed by Section 5.04 of the Plan) must be filed with the Court within the later of the time set by any Final Order rejecting such executory contract or unexpired lease or 30 days after the Effective Date. Any Claims not filed within such time will be forever barred from assertion against any of the Debtors or Reorganized Debtors, their Estates and their property. Except as provided in Section 5.04 of the Plan, the Reorganized Debtors shall pay allowed cure amounts arising from the assumption of executory contracts or leases as Administrative Claims under the Plan without the need thereunder for the filing of a proof of claim by the claimant. In addition assignment thereof to the retention of jurisdiction provision contained in Section 13.01 of the Plan and subject to the provisions thereof, the Court expressly retains jurisdiction to resolve any disputes between the Reorganized Debtors and a party to an executory contract or lease that is assumed regarding the cure amount that is owed Buyer as a result of the assumption of the contract or lease, which either party can seek to resolve by application to the Court on or after forty-five (45) days after the Effective Date if the parties are unable to resolve the dispute consensuallyBuyer may reasonably request.