Assumed Contracts and Assumed Leases Sample Clauses

Assumed Contracts and Assumed Leases. 5.9 To the best of Buyer's knowledge since November 7, 2003: (i) Schedule 4.5 identifies each Assumed Contract and Assumed Lease by date, parties signatory thereto and subject matter and which of the Assumed Contracts and Assumed Leases require Consent to the assignment of such Assumed Contract and Assumed Lease to Buyer; (ii) each Assumed Contract and Assumed Lease was entered into in the Ordinary Course and on an arms-length basis; (iii) the Assumed Contracts and Assumed Leases include each contract upon which the Business is dependent and each contract which is otherwise material to the Business; (iv) true, correct and complete copies of the Assumed Contracts and Assumed Leases, including all amendments and supplements, have been delivered to or is in the possession of Buyer; (v) each Assumed Contract is valid and subsisting and, upon assignment pursuant to this Agreement, will be enforceable by Buyer, subject to any Consent that is required but has not been obtained by Seller or Buyer; (vi) there is no litigation pending or, to Buyer's knowledge, threatened by any Person with respect to any Assumed Contract or Assumed Lease; (vii) all obligations under each Assumed Contract of which Buyer was responsible for performance have been duly performed to the extent that such obligations to perform have accrued; and, (viii) no breach or default, alleged breach or default, or event which would (with notice or passage of time, or both) constitute a breach or default under any Assumed Contract or Assumed Lease by Seller (or, to the best knowledge of Seller, any other Person or obligor with respect thereto), has occurred.
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Assumed Contracts and Assumed Leases. 23. Subject to the terms of the Agreement and the occurrence of the Closing Date, the assumption by the Debtor of the Assigned Contracts and the assignment of such Assigned Contracts to the Purchaser, as provided for or contemplated by the Agreement, be, and hereby is, authorized and approved pursuant to sections 363 and 365 of the Bankruptcy Code.
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Assumed Contracts and Assumed Leases. Sellers represent and warrant with respect to the Assumed Contracts and Assumed Leases that:
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Assumed Contracts and Assumed Leases. All Liabilities of any Seller arising at and after the Closing under the Assumed Contracts and the Assumed Leases.
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Assumed Contracts and Assumed Leases. True and complete copies of all Assumed Contracts and Assumed Leases and all modifications, amendments and renewals thereof have been furnished to Purchaser and represent all contracts, leases, understandings and/or agreements of Seller in conjunction with the operation of the Stations except contracts for the sale of commercial air time. Seller is not in default in any material respect under any of the Assumed Contracts and Assumed Leases, and, as of the Closing Date, Seller will have paid all sums and performed in all material respects all obligations under the Assumed Contracts and Assumed Leases which are required to be paid or performed prior to the Closing Date. The Assumed Contracts and Assumed Leases are in full force and effect and are valid and, to the knowledge of Seller, enforceable in accordance with their respective terms.
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Assumed Contracts and Assumed Leases. (a) Except as set forth on Schedule 5.9(a), each Assumed Contract listed in Schedule 2.1(c) and each Assumed Lease listed in Schedule 2.1(d) is in full force and effect and is a valid and binding obligation of Seller except as a result of the Chapter 11 Cases, and, to Seller’s Knowledge, the other parties thereto, in accordance with its terms and conditions, in each case except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar Laws now or hereafter in effect relating to creditors’ rights generally or general principles of equity, or as would not reasonably expected to have a Material Adverse Effect.
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Assumed Contracts and Assumed Leases. Adequate Assurance of Future Performance.
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Related to Assumed Contracts and Assumed Leases

  • Assumed Contracts The term "Assumed Contracts" shall have the meaning set forth in Section 2.1(e).

  • Assigned Contracts The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under its Assigned Contracts. The Grantor shall notify the Lender in writing, promptly after the Grantor becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of its material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor shall fail after the Lender’s demand to pursue diligently any right under its material Assigned Contracts, or if a Default then exists, the Lender may directly enforce such right in its own or the Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Lender shall determine. In any suit, proceeding or action brought by the Lender under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor shall indemnify and hold the Lender and Lender harmless from and against all expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor to or in favor of such obligor or its successors. All such obligations of the Grantor shall be and remain enforceable only against the Grantor and shall not be enforceable against the Lender. Notwithstanding any provision hereof to the contrary, the Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Lender’s exercise of any of its rights with respect to the Collateral shall not release the Grantor from any of such duties and obligations. The Lender shall not be obligated to perform or fulfill any of the Grantor’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

  • Contracts and Leases (a) Schedule 4.12(a) lists each written contract, license, agreement, or personal property lease which is material to the business or operations of the Purchased Assets, other than any contract, license, agreement or personal property lease which is listed or described on another Schedule, or which is expected to expire or terminate prior to the Closing Date, or which provides for annual payments by Seller after the date hereof of less than $250,000 or payments by Seller after the date hereof of less than $1,000,000 in the aggregate.

  • Material Contracts and Commitments Neither the Company, nor, to the best knowledge of the Company, any third party is in default under any material contract, agreement or instrument to which the Company is a party.

  • Material Contracts and Obligations All agreements, contracts, leases, licenses, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which any Group Company is a party or by which it is bound that (i) are material to the conduct and operations of its business and properties; (ii) involve any of the officers, consultants, directors, employees or shareholders of any Group Company; or (iii) obligate any Group Company to share, license or develop any product or technology are listed in Section 3.12 of the Disclosure Schedule and have been provided to the Investor and its counsel. For purposes of this Section 3.12, “material” shall mean any agreement, contract, indebtedness, Liability, arrangement or other obligation either (i) having an aggregate value, cost, Liability or amount of RMB4,000,000 or more, or (ii) not terminable upon no more than thirty (30) days’ notice without penalty or obligation, or (iii) relating to the leased stores with a monthly rental of RMB300,000 or more and leased warehouses.

  • Transferred Contracts As of the date hereof, except for Excluded Contracts, the Contracts listed on Schedule 1.1(bbbb) are all of the Contracts between Seller and any third party. Except for copies of purchase orders entered into by Seller in the ordinary course of business and consistent with past practices that have not been provided to Buyer, true and complete copies of all Contracts listed on Schedule 1.1(bbbb) (including all amendments, schedules and exhibits thereto) have been delivered to Buyer. Each Transferred Contract or Lease Agreement is in full force and effect and Seller is not in breach thereof, nor to Seller’s Knowledge is any party obligated to Seller pursuant to any such Transferred Contract or Lease Agreement in breach thereof. Seller has neither breached, violated nor defaulted under, nor received notice that Seller has breached, violated or defaulted under, any of the terms or conditions of any Transferred Contract or Lease Agreement. Seller has obtained, or will obtain prior to the Closing, all necessary consents, waivers and approvals of parties to any Transferred Contract or Lease Agreement as are required thereunder in connection with the Closing, or for any such Transferred Contract or Lease Agreement to remain in full force and effect without limitation, modification or alteration after the Closing. Following the Closing, Buyer will be permitted to exercise all of the rights Seller had under the Transferred Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which Seller would otherwise be required to pay pursuant to the terms of such Transferred Contracts had the transactions contemplated by this Agreement and the Collateral Agreements not occurred. Seller has not received any notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Transferred Contract or Lease Agreement. Seller has not waived any right under any Transferred Contract. To the Knowledge of Seller, each Person against whom Seller has or may acquire any rights under any Transferred Contract is able to satisfy all of such Person’s current and future monetary obligations and other obligations and liabilities thereunder. No Person is renegotiating, or has the right to renegotiate, any amount paid or payable to Seller or owed by Seller under any Transferred Contract or Lease Agreement or any other term or provision of any Transferred Contract or Lease Agreement. Seller has not guaranteed or otherwise agreed to cause, insure or become liable for, nor pledged any of its assets to secure, the performance or payment of any obligation or other liability of any other Person.

  • Assignment and Assumption of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Seller.

  • Material Contracts and Transactions Other than as expressly contemplated by this Agreement, there are no material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Pubco is a party except as disclosed in writing to Priveco or as disclosed in the Pubco SEC Documents.

  • Property Contracts Purchaser shall assume at Closing the obligations under the Property Contracts assumed by Purchaser; however, operating expenses shall be prorated under Section 5.4.2.

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