Examples of Assumed Material Contracts in a sentence
Assignor hereby assigns, transfers and conveys to Assignee all of Assignor’s right, title and interest in and to the Assumed Material Contracts the Assumed Contracts, and Assignee hereby assumes and agrees to perform any and all obligations and liabilities of Assignor under the Assumed Contracts arising after the Closing (as defined in the Purchase Agreement).
Seller shall deliver to Purchaser a supplemental Exhibit K which shall list the Contracts which were entered into by Seller or any Other Seller after the date of this Agreement and which shall be deemed Assumed Material Contracts.
Section 4.21 of the Disclosure Letter sets forth a complete list of all material items of hardware, software, databases, computer equipment, and other information technology used in, associated with, or relating to the Business (collectively, the “Information Technology”), specifying whether such material Information Technology is owned or leased and including a complete list of all Assumed Material Contracts relating to the current use of the Information Technology in the Business.
In connection with obtaining any Consents required under the Assumed Material Contracts, Seller may request such third party to agree in writing to the novation of, and release of Seller under, such Contract.
All Assumed Material Contracts are valid and binding with respect to Seller or any Other Seller and, to the knowledge of Seller, each other party thereto.
Seller has made available to Purchaser true and complete copies of all Assumed Material Contracts, including any amendments thereto, and, as of the Closing, all Assumed Contracts entered into from and after the date hereof that would be Assumed Material Contracts if entered into on or prior to the execution hereof (which shall also are deemed “Assumed Material Contracts” solely for purposes of this Section 4.5(b)).
Both the Vendor and the Purchaser agree to use reasonable best efforts during the Interim Period to effect an assignment of the Assumed Material Contracts to the Purchaser at the Closing Date.
Not less than three (3) Business Days prior to the Closing, Seller shall deliver a supplement to the Disclosure Letter, which supplement shall identify the Consents with respect to the Assumed Material Contracts or the Assigned Real Property or Subleased Real Property that to Seller’s knowledge have not been obtained and are subject to the provisions of Sections 2.4, 2.5 and 2.6 hereof.
The increased depth for HMO rate-setting explicitly relates to recently enacted federal requirements that a fully qualified actuary (FSA or ASA) not only certify the rates, but also perform a rigorous review against promulgated federal standards for actuarial soundness.
Perform, or cause their agents to perform, all obligations of the applicable Seller under the Assumed Supplemental Leases, Assumed Material Contracts and Space Leases at or relating to such Seller's Property in all material respects, provided, however, that the Sellers shall not be required to make any capital improvement or replacements to any Property.