Assignment and Assumption at Closing Sample Clauses

Assignment and Assumption at Closing. (i) No later than five (5) Business Days after the date of execution of this Agreement by Purchaser, Sellers shall provide to Purchaser a schedule setting forth (A) each Contract and Store Lease to which any Seller is a party or by which any Seller is bound and that is used in or related to any Leased Store or any of the Acquired Assets, (B) all Cure Costs (if any) for each such Contract or Store Lease and (C) a general description of each such Contract or Store Lease (such schedule is referred to herein and set forth as Schedule 2.9(a)(i), the “Contract Schedule”);
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Assignment and Assumption at Closing. At and upon the Closing (a) Assignee shall automatically be substituted as, and shall become a party to the Assigned Documents as, the Investor thereunder, and shall have all of the rights and obligations of the Investor thereunder with respect to the Assigned Interests and (b) Assignor shall relinquish all of its rights under the Assigned Documents with respect to the Assigned Interests (other than any surviving indemnification rights), and Assignee shall assume all of Assignor’s obligations under the Assigned Documents. The assignment and assumption of the Assigned Interests pursuant to this Assignment Agreement shall not create or enlarge any rights of any third parties.
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Assignment and Assumption at Closing. (i) Schedule 1.6(a) sets forth a list of all executory Contracts (including all leases with respect to Leased Real Property) to which, to the Sellers’ Knowledge, one or more of the Sellers are party and which are to be included in the Assigned Contracts. From and after the date hereof until two (2) Business Days prior to Closing, the Sellers shall make such deletions to Schedule 1.6(a) as Purchaser shall, in its sole discretion, request in writing. Any such deleted Contract shall be deemed to no longer be an Assigned Contract. All Contracts of Sellers that are not listed on Schedule 1.6(a) shall not be considered an Assigned Contract or Purchased Asset and shall be deemed “Rejected Contracts.”
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Assignment and Assumption at Closing. (i) Schedule 1.6(a) sets forth a list of the executory Contracts (including all leases with respect to Leased Real Property) which Purchaser has indicated are intended to be Assigned Contracts, which list shall also include estimated Cure Costs (“Estimated Cure Costs”). Sellers represent and warrant that the aggregate cure costs for the Assigned Contracts listed on Schedule 1.6(a) as of the date of this Agreement shall not exceed $250,000 . From and after the date hereof until the later of: (i) three (3) Business Days prior to the Auction; or (ii) the entry by the Bankruptcy Court of an order authorizing the Cure Costs for each of the Assigned Contracts, the Sellers shall make such deletions to Schedule 1.6(a) as Purchaser shall, in its sole discretion, request in writing. Any such deleted Contract shall be deemed to no longer be an Assigned Contract. All Contracts of Sellers that are not listed on Schedule 1.6(a) shall not be considered an Assigned Contract or Purchased Asset and shall be deemed “Rejected Contracts.”
Sample 1
Assignment and Assumption at Closing. (i) No later than two (2) days after the Execution Date, Seller shall provide to Buyer a schedule setting forth (A) each Contract or Lease to which Seller is a party or by which Seller is bound and that is used in or related to the Business or any of the Acquired Assets, (B) all Cure Costs (if any) for each such Contract or Lease and (C) a general description of each such Contract or Lease (such schedule is referred to herein as the “Contract Schedule”);
Sample 1
Assignment and Assumption at Closing. (i) Schedule 1.6(a) sets forth a list of all executory Contracts to which, to the Seller’s Knowledge, Seller is a party and which are to be included in the Assigned Contracts, which list shall also include estimated Cure Costs (“Estimated Cure Costs”). From and after the date hereof until the later of: (i) three (3) Business Days prior to the Auction; or (ii) the entry by the Bankruptcy Court of an order authorizing the Cure Costs for each of the Assigned Contracts, the Seller shall make such deletions to Schedule 1.6(a) as Purchaser shall, in its sole discretion, request in writing. Any such deleted Contract shall be deemed to no longer be an Assigned Contract. All Contracts of Seller that are not listed on Schedule 1.6(a) shall not be considered an Assigned Contract or Purchased Asset and shall be deemed “Rejected Contracts.”
Sample 1
Assignment and Assumption at Closing. (i) Sellers have: (A) provided to Buyer a schedule setting forth (1) each material Contract, Lease or Real Property Lease to which any Seller is a party or by which any Seller is bound and that is used in or related to the Business or any of the Acquired Assets, (2) all Cure Costs (if any) for each such material Contract, Lease or Real Property Lease and (3) a general description of each such material Contract, Lease or Real Property Lease (such schedule is referred to herein as the “Contracts Schedule”); and (B) sent a notice to each counter-party for a Contract, Lease or Real Property Lease on the Contracts Schedule setting forth the proposed Cure Costs (if any) for such Contracts, Leases and Real Property Lease (the “Cure Notice”). In the Cure Notice, Sellers (A) set forth the procedures for the assumption and assignment of Contracts, Leases or Real Property Leases, and
Sample 1
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Related to Assignment and Assumption at Closing

  • Assignment and Assumption Consent Effective as of the First Amendment Effective Date, for agreed consideration, XXX hereby irrevocably sells and assigns to MBL, and MBL hereby irrevocably purchases and assumes all rights and obligations in its capacity as Lender under the LC Reimbursement Agreement and other Credit Documents, including, without limitation, all of MBL’s rights and obligations with respect to the Collateral and Intercreditor Agreement and the Security Documents (as defined in the Collateral and Intercreditor Agreement, and such Security Documents together with the Collateral and Intercreditor Agreement are referred to herein as the “Security Documents”) (the “Lender Assignment”). Effective as of the First Amendment Effective Date and in accordance with Section 7.9 of the LC Reimbursement Agreement, the Account Party hereby consents to the Lender Assignment.

  • Assignment and Assumption Agreement The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

  • Assignment and Assumption The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

  • Assignment and Assumption of Liabilities Seller hereby assigns to Split-Off Subsidiary, and Split-Off Subsidiary hereby assumes and agrees to pay, honor and discharge all debts, adverse claims, liabilities, judgments and obligations of Seller as of the Effective Time, whether accrued, contingent or otherwise and whether known or unknown, including those arising under any law (including the common law) or any rule or regulation of any Governmental Entity or imposed by any court or any arbitrator in a binding arbitration resulting from, arising out of or relating to the assets, activities, operations, actions or omissions of Seller, or products manufactured or sold thereby or services provided thereby, or under contracts, agreements (whether written or oral), leases, commitments or undertakings thereof, but excluding in all cases the obligations of Seller under the Transaction Documentation (all of the foregoing being referred to herein as the “Assigned Liabilities”). The assignment and assumption of Seller’s assets and liabilities provided for in this Article I is referred to as the “Assignment.”

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