Common use of Executory Contracts Clause in Contracts

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 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 not designated as Assigned Contracts or listed on the Executory Contract List shall be deemed to be “Excluded Contracts”. Buyer may designate the Preferential Right Contract as an Assigned Contract up to five (5) Business Days prior to Closing if Buyer reaches agreement with BP to amend such agreement in a manner satisfactory to Buyer in its sole discretion; provided that Buyer shall make all payments for Cure Amounts for, and otherwise assume all liabilities with respect to, the Preferential Right Contract if it becomes an Assigned Contract. Except as otherwise provided in this Section 2.5(a)(ii), Sellers shall be obligated to pay all Cure Amounts (including, for avoidance of doubt, amounts in excess of the estimated amounts) with respect to each Assigned Contract. Buyer shall not be required to make any payment for Cure Amounts for, or otherwise have any liabilities with respect to, any Contract that is not an Assigned Contract. With respect to each Assigned Contract, Buyer or its Affiliate Designees, as applicable, shall assume all obligations regarding the demonstration of adequate assurance of future performance required with respect to the Assigned Contracts under Section 365 of the Bankruptcy Code. For the avoidance of doubt, any additions or exclusions of Assigned Contracts after the Execution Date will not result in any adjustment to the Purchase Price.

Executory Contracts. (ia) All Theater Leases listed in Part A of Schedule 2.5(a)(i1.1(f) 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, Purchaser at the Closing pursuant to this Agreement (an “Assigned Contract”)and in accordance with the Procedures Order. All Contracts Theater Leases listed in Part B of Schedule 1.1(f) shall, if not rejected by Purchaser pursuant to which Section 1.3(b), be assumed by Sellers and assigned to Purchaser at the Closing pursuant to and in accordance with the Procedures Order. Any Contract of any of Sellers Seller that is a party or by which any of Sellers or any of their assets or properties are bound that are not designated as Assigned Contracts an Excluded Contract may be assumed or listed on the Executory Contract List rejected by Sellers in Sellers’ sole discretion and shall be deemed an Excluded Asset. (b) Sellers agree that at any time prior to be “Excluded Contracts”. Buyer Closing, Purchaser may designate by written notice to Sellers elect to reject and exclude from the Preferential Right Contemplated Transaction any Theater Lease listed in Part B of Schedule 1.1(f), or any Other Contract related to any such Theater Lease, notwithstanding the designation of such Theater Lease or Other Contract as an Assigned a Purchased Contract up to five (5) Business Days prior to Closing if Buyer reaches agreement with BP to amend such agreement in a manner satisfactory to Buyer in its sole discretionherein; provided that Buyer Purchaser shall make not, as a result of such action, be entitled to any reduction of the Purchase Price. Upon delivery of such notice, any such Theater Lease or Other Contract specified by Purchaser shall no longer be a Purchased Contract and shall for all payments for Cure Amounts forpurposes become an Excluded Contract under this Agreement. At Purchaser’s request, and otherwise assume all liabilities with respect toat Purchaser’s sole cost and expense, but in no event after thirty (30) days after the Preferential Right Contract if it becomes an Assigned Contract. Except as otherwise provided in this Section 2.5(a)(ii)Closing Date, Sellers shall be obligated reasonably cooperate with Purchaser as reasonably requested (i) to pay all Cure Amounts allow Purchaser to enter into any amendments of any Purchased Contracts (includingincluding Designated Contracts) upon assumption of such Contract by Purchaser (and Sellers shall reasonably cooperate with Purchaser, for avoidance of doubtto the extent reasonably requested by Purchaser, amounts in excess of negotiations with the estimated amountscounterparties thereof), and (ii) with respect to each Assigned Contract. Buyer otherwise amend any Purchased Contracts (including Designated Contracts) to the extent such amendments would not adversely affect any Seller or otherwise create any liability to any Seller; provided that Sellers shall not be required to make enter into any payment for Cure Amounts forsuch amendment if such amendment would result in (i) an assumption by any Seller of such Purchased Contract unless such Contract will be contemporaneously assigned to Purchaser at the time of such assumption by any Seller. (c) Sellers shall use their respective reasonable efforts to obtain one or more Orders of the Bankruptcy Court, or otherwise have any liabilities which Order(s) shall be in form and substance consistent with respect tothe applicable provisions of the Sale Order, any Contract that is not an Assigned Contract. With respect to each Assigned Contractand shall reflect the terms and conditions set forth herein, Buyer or its Affiliate Designees, as applicable, shall assume all obligations regarding the demonstration of adequate assurance of future performance required with respect to the Assigned Contracts under Section 365 sale, assumption, and assignment by Sellers to Purchaser of all Purchased Contracts. All Cure Costs shall be borne and paid by Purchaser. Sellers shall use their reasonable efforts to resolve or adjudicate any pending objections or disputes asserted by contract counterparties to the amount of the Bankruptcy Code. For Cure Costs and shall use their reasonable efforts to assist the avoidance Purchaser in resolving or adjudicating any pending objections or disputes asserted by contract counterparties to adequate assurance objections. (d) If requested by Purchaser on or before the earlier of doubt, any additions or exclusions of Assigned Contracts (a) one-hundred eighty (180) days after the Execution Date will not result in Closing, (b) the dismissal of the Chapter 11 Cases; (c) the conversion of the Chapter 11 Cases to chapter 7; or (d) the effective date of any adjustment plan of reorganization or liquidation, Sellers shall file a motion with the Bankruptcy Court on regular notice seeking to the Purchase Priceassume and assign any Designated Contract to Purchaser.

Executory Contracts. As soon as practicable after the date hereof, the Sellers shall (i) Schedule 2.5(a)(i) sets forth upon request by Buyer), pursuant to a list motion in form and substance reasonably acceptable to the Buyer (the “"Assumption and Assignment Order"), move to assume and assign to the Buyer the executory contracts included in the Acquired Assets and shall provide notice thereof in accordance with all applicable bankruptcy rules. The Buyer may at any time prior to the entry of the Assumption and Assignment Order delete therefrom any of the executory contracts included in the Acquired Assets. If, immediately prior to the entry of the Assumption and Assignment Order, the Buyer requests that any executory contracts included in the Acquired Assets not be rejected (any such executory contract being hereinafter referred to as an "Extended Executory Contract"), then the Sellers shall not reject such Extended Executory Contract List”until the earlier of (a) of all Executory Contracts the date the Buyer notifies the Sellers that they are free 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 reject such Extended Executory Contract List, the estimated Cure Amounts or (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 includingb) 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 one hundred twenty-first day after the Closing Date. Subject to The Buyer shall reimburse the terms and provisions of Sellers for 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 costs under such Extended Executory Contract List. Any counterparty to a Contract included on during the Executory Contract List shall have period from the time period prescribed by Closing Date until the Bid Procedures Order, or any other applicable Bankruptcy Court Order, to file with earlier of (a) the date an order of 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 is entered rejecting such Extended Executory Contract List after the Buyer notifies the Sellers that they are free to reject such Extended Executory Contract; provided that the Sellers shall have filed a motion to reject such Extended Executory Contract within three (3) business days after receipt from the Buyer of such notification, or any other such later date as shall be agreed by the Sellers and the Buyer or (b) the date such Extended Executory 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 the Sellers and assigned to the Buyer pursuant to the next sentence of this Section 1.5. If the Buyer notifies the Sellers that they are free to reject such Extended Executory Contract and the Sellers fail to file a motion to reject such Extended Executory Contract within three (3) business days of receipt of such notification, or its Affiliate Designeessuch later date as shall be agreed by the Sellers and the Buyer, the Buyer shall reimburse the Sellers for the costs under such Extended Executory Contract during the period from the Closing Date until the date of receipt by the Sellers of such notification. If the Buyer requests that any Extended Executory Contract be assumed and assigned to the Buyer within one hundred twenty days after the Closing Date, then, as applicable, pursuant to this Agreement (an “Assigned Contract”). All Contracts 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 not designated soon as Assigned Contracts or listed on the Executory Contract List shall be deemed to be “Excluded Contracts”. Buyer may designate the Preferential Right Contract as an Assigned Contract up to five (5) Business Days prior to Closing if Buyer reaches agreement with BP to amend practicable after such agreement in a manner satisfactory to Buyer in its sole discretion; provided that Buyer shall make all payments for Cure Amounts for, and otherwise assume all liabilities with respect torequest, the Preferential Right Contract if it becomes an Assigned Contract. Except as otherwise provided in this Section 2.5(a)(ii), Sellers shall be obligated move to pay all Cure Amounts (including, for avoidance of doubt, amounts in excess of the estimated amounts) with respect to each Assigned Contract. Buyer shall not be required to make any payment for Cure Amounts for, or otherwise have any liabilities with respect to, any Contract that is not an Assigned Contract. With respect to each Assigned Contract, Buyer or its Affiliate Designees, as applicable, shall assume all obligations regarding the demonstration of adequate assurance of future performance required with respect and assign to the Assigned Contracts under Section 365 of the Bankruptcy Code. For the avoidance of doubt, any additions or exclusions of Assigned Contracts after the Execution Date will not result Buyer such executory contract by motion in any adjustment to the Purchase Price.form