Cure Costs. Sellers shall sell, transfer and assign all Assumed Contracts to Buyer, and Buyer shall purchase and assume all Assumed Contracts from Sellers, as of the Closing Date pursuant to sections 363 and 365 of the Bankruptcy Code and the Sale Order. In connection with the assignment and assumption of the Assumed Contracts, Buyer shall cure any monetary defaults under the Assumed Contracts by payment of any Cure Costs as determined in accordance with the Sale Order. Buyer shall be responsible for demonstrating and establishing adequate assurance of future performance before the Bankruptcy Court with respect to the Assumed Contracts.
Cure Costs. Sellers shall sell, transfer and assign, all Assumed Contracts and Assumed Leases to Buyer, and Buyer shall purchase and assume all Assumed Contracts and Assumed Leases from Sellers, as of the Closing Date pursuant to sections 363 and 365 of the Bankruptcy Code and the Sale Order. In connection with debts incurred or the assignment and assumption of the Assumed Contracts and Assumed Leases, Sellers shall cure any monetary defaults of the debts incurred or under the Assumed Contracts and Assumed Leases by payment of any Cure Costs as determined in accordance with the Bidding Procedures Order and Sale Order; provided, that, Buyer or Sellers shall be responsible for payment of such Cure Costs as set forth in Section 2.5(c) hereof. Buyer shall be responsible for demonstrating and establishing adequate assurance of future performance before the Bankruptcy Court with respect to the Assumed Contracts and Assumed Leases. In the event that the Cure Costs of any Material Contract and Lease or other Assumed Contract or Assumed Lease changes after the Agreement Date, Sellers shall promptly, and in no event later than one (1) Business Day, provide notice to Buyer of such change.
Cure Costs. Subject to entry of the Sale Order, Purchaser shall, on or prior to the Closing (or, in the case of any Contract that is to be assigned following the Closing pursuant to Section 1.5, on or prior to the date of such assignment), pay the Cure Costs and cure any and all other defaults and breaches under the Assigned Contracts as required for such Contracts to be assumed by the applicable Seller and assigned to Purchaser in accordance with the provisions of section 365 of the Bankruptcy Code and this Agreement.
Cure Costs. From and after the Closing, Buyer shall pay or cause to be paid, pursuant to and in accordance with section 365 of the Bankruptcy Code and the Sale Order, any and all cure and reinstatement costs or expenses relating to the assignment and assumption of the Assigned Contracts and Assigned Leases and Interests (the “Cure Costs”) to which any Seller is a party and which are included in the Assets.
Cure Costs. On or before Closing, Seller shall pay all Cure Costs. All Cure Costs will be agreed upon by Seller and each party entitled to receipt of a cure payment, or will be determined by the Bankruptcy Court.
Cure Costs. At the Closing and pursuant to Section 365 of the Bankruptcy Code, Sellers will assume the Purchased Contracts (to the extent not previously assumed) and, subject to the terms herein, assign the Purchased Contracts to Purchaser, and Purchaser, subject to the terms herein, will take assignment of the Purchased Contracts. All Assumed Cure Costs will be paid by Purchaser, as and when finally determined by the Bankruptcy Court pursuant to the procedures set forth in the Bidding Procedures Order or the Sale Order, and not by Sellers; and Sellers and their Affiliates will have no Liability for any Assumed Cure Costs.
Cure Costs. Buyer agrees to satisfy, as and when due, all cure obligations due and owing under the Contracts assumed by Buyer at the Closing which the Bankruptcy Court orders to be paid as a condition to Seller’s assumption and assignment to Buyer of the Contracts in accordance with Section 365 of the Bankruptcy Code or otherwise transferred. Prior to the Closing Date, Buyer and Seller shall cooperate in good faith to determine all such cure obligations.
Cure Costs. Until paid from the proceeds of the Purchase Price or the DIP Loan Facility, the Cure Costs as are allowed by the Bankruptcy Court shall be paid by the Sellers as an administrative claim pursuant to Section 503(b)(1)(A) of the Bankruptcy Code with priority over any or all other administrative expenses in the Chapter 11 Cases of the kind specified in Sections 503(b) or 507(b) of the Bankruptcy Code or if the Chapter 11 Cases are converted to Chapter 7 cases. This provision shall be requirement of, approved by, and incorporated in the Sale Approval Order. The Purchaser shall have no responsibility whatsoever therefor, whether to any third party or otherwise with respect to such Cure Costs. Sellers are responsible for the verification of all Cure Costs, including all administrative responsibilities associated therewith, and shall use their reasonable best efforts to establish the proper Cure Costs, if any, for each Designated Contract, including the filing and prosecution of any and all appropriate proceedings in the Bankruptcy Court. Notwithstanding any provision in this Agreement to the contrary, from and after the date hereof through the Closing Date: (i) the Sellers will not reject, without prior consent of the Purchaser, any Designated Contract and (ii) the Sellers will consult with the Purchaser and obtain the prior written consent of the Purchaser with respect to the modification or restructuring of any Designated Contract.
Cure Costs. To the extent that Cure Costs are payable in respect of any Assigned Contract, the Purchaser shall pay all Cure Costs up to the amount of the Cure Cost Threshold in respect of such Assigned Contract, or such lesser or additional amounts as the Purchaser and applicable counterparty may agree, to the Monitor at or prior to Closing. For the avoidance of doubt, the Cure Cost Threshold shall be calculated on a Contract-by-Contract basis and any available threshold from one Contract shall not be available for another Contract. Such Cure Costs received by the Monitor shall be held by the Monitor and disbursed in accordance with the Approval and Vesting Order and the Assignment Order. The Cure Costs paid by the Purchaser to the Monitor shall be in addition to the Cash Purchase Price received by the Vendors for the Purchased Assets. Any amounts paid to the Monitor by the Purchaser as Cure Costs in respect of an Assigned Contract which is finally determined or agreed to by the applicable counterparty thereto to be in excess of the actual amount of Cure Costs owing in respect of such Assigned Contract, will be returned to the Purchaser in accordance with the Assignment Order, and the Purchase Price shall be reduced to reflect the return of such amounts.
Cure Costs. Subject to entry of the Sale Order, Purchaser shall, on or prior to the Closing (or, in the case of any Contract that is to be assigned following the Closing pursuant to Section 1.5, on or prior to the date of such assignment), pay the Assumed Cure Costs. Also, subject to entry of the Sale Order, Sellers shall, on or prior to the Closing (or, in the case of any Contract that is to be assigned following the Closing pursuant to Section 1.5, on or prior to the date of such assignment), pay the Excluded Cure Costs and cure any and all other defaults and breaches under the Assigned Contracts so that such Contracts may be assumed by the applicable Seller and assigned to Purchaser in accordance with the provisions of section 365 of the Bankruptcy Code and this Agreement.
