Contract Assumption. Purchaser shall deliver to Seller instruments of assumption of the Contracts listed on Schedule 6(k).
Contract Assumption. Section 2.04 of the Disclosure Schedule sets forth a list of all executory Contracts and unexpired leases to which one or more of the Sellers are party and which are to be included in the Purchased Assets (the “Designated Contracts”). The Purchaser shall have the right to make initial deletions to Section 2.04 of the Disclosure Schedule up to and including the seventh Business Day after the date hereof, subject to the procedures set forth in Section 5.15(a) of this Agreement. Sellers shall, at the written direction of the Purchaser delivered no later than seven days prior to the Final Sale Hearing, direct the Sellers to add Designated Contracts to Section 2.04 to the Disclosure Schedule and provide notice of same to the non-debtor party to the Designated Contract to be assigned to the Purchaser. The Sellers and Purchaser acknowledge and agree that (i) the Purchaser shall not assume any purchase commitment or purchase order of the Sellers to the extent that the price per unit in such purchase commitment or purchase order has increased by more than 2% above the price per unit for that style item charged by the vendor in any purchase commitment or purchase order that has been entered into by the Sellers in the Ordinary Course of the Business during the three-month period immediately preceding the date hereof, and (ii) the Purchaser shall not assume any sales commitment or sales order of the Sellers to the extent that the price per unit in such sales commitment or sales order has decreased by more than 2% of the price per unit for that that style item charged to the customer in any such sale commitment or sales order in the Ordinary Course of the Business during the three-month period immediately preceding the date hereof. Such non-assumed Contract shall be deemed to no longer be a Designated Contract. At Closing, subject to the approval of the Bankruptcy Court and except to the extent any such Designated Contracts are deemed Excluded Assets by virtue of Section 2.01(b)(xi) above, the Sellers shall assume and then assign to the Purchaser, and the Purchaser shall assume from the Sellers, the Designated Contracts. The Sellers shall be exclusively responsible for and bear, any and all cure and reinstatement costs and expenses for services rendered before the Closing Date (collectively, the “Cure Costs”) and relating to the assumption and assignment of the Designated Contracts.
Contract Assumption. 14 2.5 Amounts Due Under Designated Contracts.........................................................16 2.6
Contract Assumption. TENANT shall, subject to LANDLORD obtaining any necessary consent from the parties thereto, assume each of the contracts currently existing between LANDLORD or SCCC and third parties identified on Exhibit H, attached hereto and incorporated herein. Any such assumption shall become effective as of the Commencement Date. TENANT shall have no obligation or liability under any assumed contract for events, occurrences or conditions prior to the Commencement Date and, as between LANDLORD and TENANT, LANDLORD shall have no additional obligations or liabilities under any assumed contract arising on or after the Commencement Date.
Contract Assumption. During its Chapter 11 Case, Charge shall not assume or reject any executory contract without prior written consent of Arena.
Contract Assumption. A duly executed assumption of the Vendor Agreements listed in Exhibit J in the form of the Assumption Agreement in the form attached as Exhibit N. Such assumption agreement shall provide that Seller shall indemnify, defend and hold Purchaser harmless from all claims arising out of or related to such contracts on or prior to the First Closing and that Purchaser shall indemnify, defend and hold Seller harmless from all claims arising out of or related to such contracts after the First Closing, all as more particularly set forth the Assumption Agreement.
Contract Assumption. (a) Section 2.04(a) of the Disclosure Schedule sets forth a list of all executory Contracts and unexpired leases to which (i) one or more of the U.S. Sellers are party and which are to be included in the Purchased Assets (the “U.S. Designated Contracts”), and (ii) the Canadian Seller is party and which are to be included in the Purchased Assets (the “Canadian Designated Contracts”, and together with the U.S. Designated Contracts, the “Designated Contracts”). From and after the date hereof until the Sale Hearing, the Sellers shall make such deletions to Section 2.04 of the Disclosure Schedule as the Purchaser shall request in writing and shall give to counsel to the Committee prompt notice of any such deletion; provided however, that the Sellers shall not be required to delete any Designated Contract that was entered into later than the Petition Date; provided further that the Purchaser shall pay to the Sellers any damage claim associated with the rejection of such Contract in excess of the Cure Costs associated with such Contract. Any such deleted Contract shall be deemed to no longer be a Designated Contract. At the Contribution Closing, subject to the approval of the Bankruptcy Court, and except to the extent any such Designated Contracts are deemed Excluded Assets by virtue of Section 2.01(b)(xi) above, the U.S. Sellers shall assume and then assign to Newco, and Newco shall assume from the U.S. Sellers, the U.S.
Contract Assumption. On the terms and subject to the conditions set forth in this Agreement and the Section 363/365 Order, all of Seller's executory contracts and unexpired leases described on Schedule 2.2 (the "Assumed Contracts") shall be assumed by Seller and shall be assigned by Seller to, and assumed by, the Insurance Subsidiaries effective as of the date of the entry of the Section 363/365 Order; provided that the Assumed Contracts listed on Annex A to Schedule 2.2 shall be assigned by ARM Securities Corp. to, and assumed by, a Subsidiary of Purchaser that is a "broker-dealer" within the meaning of the Exchange Act.
Contract Assumption. The person appearing, acting as mentioned, declared that the Company hereby assumes any and all rights and obligations and the legal relationship to the other party under the Licence Agreements and the Deeds of Pledge, by means of assignment (“contractsoverneming”) as meant in Article 6:159 paragraph 1 Civil Code. The consent to this contract assignment of the parties mentioned under (a) and (b) will appear from two deeds of adherence.
Contract Assumption. 3.5.1 BMS will provide to DURA, either before or promptly following the Execution Date, subject to any confidentiality obligations it may have to Third Parties, a copy of all written agreements as of the Execution Date between BMS (or any of its Affiliates) and a Third Party specifically relating to the supply of Products, and only the Products, to such Third Party within the Territory ("PRODUCT CONTRACTS"). All such contracts represent Confidential Information of BMS. To the extent transferable or assignable, and subject to any required consents of Third Parties, all rights, interests, covenants, and obligations of BMS or any of its Affiliates in and under such Product Contracts, as the same shall be in force and effect as of the Effective Date, shall be assigned by BMS (or such BMS Affiliate, as applicable) to DURA and DURA shall accept such assignment and assume all rights, interests, covenants, and obligations of BMS thereunder thereafter, except: (i) to the extent that (A) such rights, interests and obligations shall have accrued prior to the Effective Date (in which event such rights, interests and obligations shall remain with BMS), or (B) such rights, interests, covenants and obligations relate to any liability or obligation which DURA is not assuming or agreeing to perform under this Agreement, or (ii) as provided in the Interim Services Agreement. DURA acknowledges that certain Product Contracts may require consents to the assignment thereof to DURA. Each Party will use commercially reasonably efforts, and will cooperate with the other, to obtain such consents under such Product Contracts as expeditiously as reasonably practicable, such consents to be effective, where possible, as of the Effective Date. DURA agrees that the failure to obtain any such consent as of the Effective Date or any resulting breach under any such Product Contract by reason of the execution and performance of this Agreement by BMS and DURA shall not constitute a breach of this Agreement. BMS shall use its commercially reasonable efforts to provide to DURA the benefits from the sale of Products under such Product Contracts from and after the Effective Date for orders received after the Effective Date, and, to the extent that BMS receives such benefits after the Effective Date, BMS shall, subject to Section 7.1.2 hereof and any applicable terms of the Interim Services Agreement, pay to DURA the net amount BMS receives from the sale of any Product under any Product Contracts ...
