Executory Contracts Sample Clauses

Executory Contracts. Set forth in Section 3.11(k) of the Disclosure Schedule is a list of all executory contracts currently in effect made by or on behalf of Seller, or by which Seller is bound, with respect to the Real Property ("Executory Contracts") including, without limitation, operation, management, maintenance, utility, and construction contracts. At Closing Seller shall deliver to the Buyer a true and complete copy (the original execution copy, if available) of each of the Executory Contracts.

Executory Contracts. (a) All Purchased Contracts (which, shall for the avoidance of doubt, include the Keen-Summit Agreement) shall be assumed by Sellers and assigned to Purchaser at the Closing. Any Contract of any Seller that is an Excluded Contract may be assumed or rejected by Sellers in Sellers’ sole discretion and shall be deemed an Excluded Asset. (b) As part of the Sale Motion, Sellers shall seek approval by the Bankruptcy Court of the sale, assumption and assignment by Sellers to Purchaser of all Purchased Contracts. Sellers shall timely serve the Sale Motion on all counterparties to all such Purchased Contracts along with a notice specifically stating that Sellers are or may be seeking the sale, assumption and assignment of such Purchased Contracts and shall notify such parties of the deadline for objecting to the Cure Costs. As part of the Sale Motion, Sellers shall seek authority to file with the Bankruptcy Court the list identifying the Purchased Contracts and the amounts necessary to cure defaults under each as determined by Sellers in accordance with Schedule 1.3(b) hereto, so as to enable any such party to object to the proposed Cure Costs and the Bankruptcy Court to determine such Cure Costs as promptly as reasonably possible. Purchaser may delete any Purchased Contract from Schedule 1.1(f) and Schedule 1.3(b) or add any Contract to Schedule 1.1(f) and Schedule 1.3(b) at any time no later than seven (7) days prior to the Closing Date, in each case by written notice to Sellers, but any such deletion or addition will not affect the Purchase Price. Notwithstanding anything herein to the contrary, if a Contract is added to Schedule 1.1(f) and/or Schedule 1.3(b) after the Sale Motion is filed, the assumption and assignment of any such Contract(s) shall not be a condition to Closing and may be effected on a post-Closing basis.

Executory Contracts. Other than the Real Estate Leases, Seller is not a party to or bound by, and at the Closing Date, Holdings will not be a party to or bound by, any material executory contracts for the operation, management or maintenance of the Real Properties.

Executory Contracts. SCHEDULE 3.24 sets forth a complete and accurate list of all amounts due and payable pursuant to all Executory Contracts of the Sellers as of the Petition Date.

Executory Contracts. The Bankruptcy Court shall have approved and authorized the assumption and assignment of the Contracts to be identified on the Assignment Agreement.

Executory Contracts. Liabilities, obligations, and commitments of Seller arising under the Seller Agreements, and all other contracts, agreements, or commitments entered into in the ordinary course of business to which Seller is a party in relation to the Business or by which it or any of the Purchased Assets is bound that is not required to be set forth on any Schedule to this Agreement;

Executory Contracts. (i) Schedule 2.5(a)(i) sets forth a list (the “Executory Contract List”) of all Executory Contracts to which any of Sellers is a party or by which any of Sellers or any of their assets or properties are bound, including all Material Contracts. Within the time period prescribed by the Bid Procedures Order, Sellers shall prepare a contract and cure schedule that identifies for each Contract on the Executory Contract List, the estimated Cure Amounts (and if no Cure Amount is estimated to be applicable with respect to any particular Executory Contract, the amount of such Cure Amount has been designated for such Executory Contract as “$0.00”) that must be paid in order for Sellers to assume, and to assign to Buyer or its Affiliate Designees, as applicable, each Contract listed thereon pursuant to this Agreement (the “Contract and Cure Schedule”). From the Execution Date through (and including) the Closing, promptly following any material changes to the information set forth on such schedule (including any new Executory Contracts to which any of Sellers becomes a party and any change in the Cure Amount of any such Executory Contract), Sellers shall provide Buyer with a schedule that updates and corrects the Contract and Cure Schedule. Sellers shall be responsible for the verification of all Cure Amounts for each Executory Contract and shall use commercially reasonable efforts to establish the proper Cure Amounts, if any, for each Executory Contract prior to the Closing Date. Subject to the terms and provisions of the Bid Procedures Order, Sellers shall serve a cure notice that includes the Contract and Cure Schedule on the counterparties to each Contract listed on the Executory Contract List. Any counterparty to a Contract included on the Executory Contract List shall have the time period prescribed by the Bid Procedures Order, or any other applicable Bankruptcy Court Order, to file with the Bankruptcy Court and serve on Buyer and Sellers an objection to the Cure Amounts listed on the Contract and Cure Schedule and to the adequate assurance of future performance by Buyer. (ii) Schedule 2.5(a)(ii) sets forth a list of all Contracts listed on the Executory Contract List or any other Contract to which any of Sellers is a party or by which any of Sellers or any of their assets or properties are bound, that are to be assumed by Sellers and assigned to Buyer or its Affiliate Designees, as applicable, pursuant to this Agreement (an “Assigned Contract”). All Contracts t...

Executory Contracts. Set forth in Section 3.12(k) of the Disclosure Schedule is a list of all executory contracts currently in effect made by or on behalf of WP Sub, or by which WP Sub is bound, with respect to the Real Property ("Executory Contracts") including, without limitation, operation, management, maintenance, utility, and construction contracts. At Closing WP Sub shall deliver to the Buyer a true and complete copy (the original execution copy, if available) of each of the Executory Contracts.

Executory Contracts. As of the Closing Date, the Seller has delivered true and correct copies (or true and current summaries in the case of oral agreements) of all contracts, agreements, deeds, mortgages, leases, licenses, instruments, commitments, undertakings, arrangements or understandings, written or oral, as amended or modified, relating to the Business or the Property to which or by which the Seller is a party or otherwise bound or to which or by which any of the Property is subject or bound, including without limitation all documents and instruments referenced in Section 6.8.