Common use of Assumed Contracts Clause in Contracts

Assumed Contracts. (a) Seller agrees to provide to Purchaser as soon as reasonably possible, but no later than ten (10) calendar days after the date hereof, a conformed copy of all potential Assumed Contracts, to be in effect as of the Closing Date. Within ten (10) calendar days thereafter, Purchaser shall notify Seller of all such contracts that are to be Assumed Contracts. Purchaser shall have no obligation or liability to any person under any contract that is not an Assumed Contract. (b) Seller shall use its reasonable best efforts, and Purchaser shall cooperate to, obtain from any parties to any Assumed Contracts any required consents to the assignment of the Assumed Contracts to Purchaser, under the existing terms and conditions contained in the Assumed Contracts on the Closing Date; provided, however, that Seller shall not obtain any consent that imposes a condition, commitment or requirement that would, after consultation with Purchaser and in Purchaser’s reasonable judgment, adversely affect the operations of the Owned Branches. Any such Assumed Contract for which consent has not been obtained as of the Closing Date shall not be an Assumed Contract and Seller shall have no obligation to continue attempting to obtain such consent.

Assumed Contracts. (a) Seller agrees to provide to Purchaser as soon as reasonably possible, but no later than ten thirty (1030) calendar days after the date hereof, hereof a conformed copy of all potential Assumed Contracts, to be in effect as of the Closing Date. Within ten (10) calendar days thereafter, Purchaser shall notify Seller of all such contracts that are to be Assumed Contracts. Purchaser shall have no obligation or liability to any person under any contract that is not an Assumed Contract. (b) Seller shall use its reasonable best effortsefforts (such efforts not to include making payments to third parties), and Purchaser shall cooperate to, obtain from any parties to any Assumed Contracts any required consents to the assignment of the Assumed Contracts to Purchaser, under the existing terms and conditions contained in the Assumed Contracts on the Closing Date; provided, however, that Seller shall not be obligated to obtain any consent that imposes a condition, commitment or requirement that would, after consultation with Purchaser and in Purchaser’s reasonable judgment, adversely affect the operations of the Owned Branches. Any such Assumed Contract for which consent has not been obtained as of the Closing Date shall not be an Assumed Contract and the Seller shall have no obligation to continue attempting to obtain such consent. For any contract for which a required consent is not obtained and satisfactory alternatives are not available, Purchaser shall have the right to terminate this Agreement if the Purchaser reasonably believes such contract is material to the operations of the Branches.

Assumed Contracts. (a) Seller agrees Sellers shall use their best efforts to provide obtain any required consents of third parties to Purchaser as soon as reasonably possible, but no later than ten (10) calendar days after assign the date hereof, a conformed copy of all potential Assumed Contracts, to be in effect as of Contracts on or before the Closing Date. Within ten (10) calendar days thereafterNotwithstanding the foregoing or anything to the contrary in this Agreement, Purchaser shall notify Seller of all such contracts that are to be Assumed Contracts. Purchaser shall have no obligation or liability to any person under any contract that is not an Assumed Contract. (b) Seller shall use its reasonable best efforts, and Purchaser shall cooperate to, obtain from any parties to any Assumed Contracts if any required consents to the assignment relating to any of the Assumed Contracts to Purchaser, under the existing terms and conditions contained in the Assumed Contracts on have not been obtained by the Closing Date, neither this Agreement nor any other document related to the consummation of the Transactions will constitute an assignment or an agreement to assign if such assignment or attempted assignment would constitute a breach of an Assumed Contract; provided, however, that Seller in each such case, Sellers shall use commercially reasonable efforts after the Closing to obtain the consent to assignment from such third party, and Purchaser shall cooperate (at its own expense) in obtaining any such consent. If Sellers and Purchaser are not successful in obtaining a consent relating to any of the Assumed Contracts on or before the Closing Date, then (i) Sellers, to the maximum extent permitted by applicable Law and the Assumed Contracts at issue, shall act after the Effective Time as Purchaser’s agent in order to obtain any consent that imposes a conditionfor Purchaser the benefits thereunder and shall cooperate, commitment or requirement that wouldto the maximum extent permitted by applicable Law and such Assumed Contracts, after consultation with Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser and in Purchaser’s reasonable judgment(ii) Purchaser shall perform, adversely affect at its sole expense, the operations of obligations (to the Owned Branches. Any extent such obligations would have been Assumed Liabilities had such Assumed Contract for which consent has not Contracts been obtained as assigned at Closing) of Sellers to be performed after the Effective Time under the Assumed Contracts at issue and shall otherwise maintain all financial responsibility with respect to such arrangement. For the avoidance of doubt, nothing in this Section 4.05 limits in any way Sellers’ obligations to deliver those consents set forth on Schedule 9.02(b)(v) in connection with the Closing Date and the Sellers shall not be indemnify the Purchaser for any liabilities or obligations to the extent implementation of this Section 4.05 results in a breach or termination of an Assumed Contract and Seller shall have no obligation to continue attempting to obtain such consentContract.

Assumed Contracts. (a) Seller agrees to provide to Purchaser as soon as reasonably possible, but no later than ten thirty (1030) calendar days after the date hereof, hereof a conformed copy of all potential Assumed Contracts, to be in effect as of the Closing Date. Within ten (10) calendar days thereafter, Purchaser shall notify Seller of all such contracts that are to be Assumed Contracts. Purchaser shall have no obligation or liability to any person under any contract that is not an Assumed Contract. (b) Seller shall use its reasonable best effortsefforts (such efforts not to include making payments to third parties), and Purchaser shall cooperate to, obtain from any parties to any Assumed Contracts any required consents to the assignment of the Assumed Contracts to Purchaser, under the existing terms and conditions contained in the Assumed Contracts on the Closing Date; provided, however, that Seller shall not be obligated to obtain any consent that imposes a condition, commitment or requirement that would, after consultation with Purchaser and in Purchaser’s 's reasonable judgment, adversely affect the operations of the Owned Branches. Any such Assumed Contract for which consent has not been obtained as of the Closing Date shall not be an Assumed Contract and the Seller shall have no obligation to continue attempting to obtain such consent. For any contract for which a required consent is not obtained and satisfactory alternatives are not available, Purchaser shall have the right to terminate this Agreement if the Purchaser reasonably believes such contract is material to the operations of the Branches.

Assumed Contracts. (a) Seller agrees to provide to Purchaser as soon as reasonably possible, but no later than ten thirty (1030) calendar days after the date hereof, a conformed copy of all potential Assumed Contracts, to be in effect as of the Closing Date. Within ten (10) calendar days thereafter, Purchaser shall notify Seller of all such contracts that are to be Assumed Contracts. Purchaser shall have no obligation or liability to any person under any contract that is not an Assumed Contract. (b) Seller shall use its reasonable best effortsefforts (such efforts not to include making payments to third parties), and Purchaser shall cooperate to, obtain from any parties to any Assumed Contracts any required consents to the assignment of the Assumed Contracts to Purchaser, under the existing terms and conditions contained in the Assumed Contracts on the Closing Date; providedPROVIDED, howeverHOWEVER, that Seller shall not obtain any consent that imposes a condition, commitment or requirement that would, after consultation with Purchaser and in Purchaser’s 's reasonable judgment, adversely affect the operations of the Owned Branches. Any such Assumed Contract for which consent has not been obtained as of the Closing Date shall not be an Assumed Contract and the Seller shall have no obligation to continue attempting to obtain such consent. For any contract for which a required consent is not obtained and satisfactory alternatives are not available, Purchaser shall have the right to terminate this Agreement if the Purchaser reasonably believes such contract is material to the operations of the Branches.

Assumed Contracts. (a) Seller agrees If the Purchaser wishes to provide to Purchaser as soon as reasonably possible, but no later than ten (10) calendar days after assume any of the date hereof, a conformed copy of all potential Assumed Material Contracts, then at or prior to be in effect the Initial Closing, the Purchaser will provide the Seller with a list of the Contracts that it will assume as of the applicable Closing DateDate (the “Assumed Contracts”). Within ten (10) calendar days thereafterIn accordance with the terms of the Bill of Sale and Assignment and Assumption Agreement, Seller shall assign to Purchaser shall notify Seller all of all such contracts that are each Seller’s rights, title and interest in, to be and under the Assumed Contracts. Purchaser Any Contracts that are neither Assumed Contracts hereunder nor Assumed Contracts under the OTAs shall have no obligation or liability be referred to any person under any contract herein as the “Rejected Contracts.” All Contracts that is are not an assignable by their terms and accordingly cannot be included in the Assumed Contract. (b) Contracts shall be deemed Rejected Contracts. Each Seller shall use its reasonable best effortsremain responsible for all liabilities and obligations (i) under the Rejected Contracts, and Purchaser shall cooperate to, obtain from any parties to any Assumed Contracts any required consents to the assignment of (ii) under the Assumed Contracts to Purchaserthe extent such liabilities and obligations accrue or arise prior to the applicable Closing Date, under or (iii) for services or supplies which were performed or rendered prior to the existing terms applicable Closing Date, and conditions contained shall indemnify and hold Purchaser harmless on account of the same. The indemnification obligations set forth in this Section 6.17 shall be subject to Article IX. To the extent any third party consent is required in connection with the assignment and assumption of the Assumed Contracts on Contracts, each Seller hereby covenants and agrees to use commercially reasonable efforts to obtain such third party consent prior to the applicable Closing Date; provided. To the extent Sellers shall be unable to obtain such third party consent, however, that Seller Purchaser shall not obtain any consent that imposes a conditionassume such Assumed Contract, commitment or requirement that would, after consultation with Purchaser and in Purchaser’s reasonable judgment, adversely affect the operations of the Owned Branches. Any such Assumed Contract for which consent has not been obtained as of the Closing Date shall not be an Assumed considered a Rejected Contract and Seller shall have no obligation to continue attempting to obtain such consenthereunder.

Assumed Contracts. (a) The Purchaser will have the right to review all ----------------- of the Assigned Contracts of the Seller agrees related to the Business for a period of 150 days following the date of this Agreement in order to determine which contracts the Purchaser desires to assume. On or before the end of the 150th day, the Purchaser shall notify the Seller of the Assigned Contracts that the Purchaser desires to assume. Once Purchaser has identified an Assigned Contract as one that Purchaser is willing to assume, Purchaser and the Seller shall thereafter use commercially reasonable efforts to obtain any required consent of any other party to the assumption of such contract by the Purchaser. If any such consent cannot be obtained, the Seller will cooperate with the Purchaser in any reasonable arrangement designed to provide to the Purchaser as soon as reasonably possible, but no later than ten (10) calendar days after the date hereof, a conformed copy of all potential Assumed Contracts, to be in effect as benefits of the Closing Date. Within ten (10) calendar days thereafter, Purchaser shall notify Seller of all such contracts that are to be Assumed Contracts. Purchaser shall have no obligation or liability to any person under any contract that is not an Assumed Contract. (b) Seller shall use its reasonable best efforts, and Purchaser shall cooperate to, obtain from any parties to any Assumed Contracts any required consents to the assignment of the Assumed Contracts to Purchaser, under the existing terms and conditions contained in the Assumed Contracts on the Closing Date; provided, however, that Seller shall not obtain any consent that imposes a condition, commitment or requirement that would, after consultation with Purchaser and in Purchaser’s reasonable judgment, adversely affect the operations of the Owned Branchescontract. Any such Assigned Contracts that the Purchaser desires to assume and for which any assumption consents have been obtained prior to 180 days from Effective Date, shall become an Assumed Contract for which consent purposes of this Agreement. Notwithstanding the foregoing, nothing contained herein shall operate so as to relieve Seller from any of its obligations under any Assigned Contract, unless Purchaser affirmatively and expressly assumes such obligation. Nothing contained in this Section or any other provision of this Agreement is intended to or shall confer any other Person (including any Person who is a party to any Assigned Contract) any right to enforce any obligations of Seller under any such contract against the Purchaser unless the Purchaser has not been obtained as of the Closing Date shall not be an Assumed Contract and Seller shall have no obligation to continue attempting to obtain expressly assumed such consentobligation.

Assumed Contracts. All Seller's rights in, to and under all contracts (aincluding sales contracts), purchase orders and sales orders (hereinafter "Contracts") of Seller agrees to provide to Purchaser as soon as reasonably possibleset forth in SCHEDULE 1.1(f), but no later than ten (10) calendar days after the date hereof, a conformed copy of all potential Assumed Contracts, to be in effect as of the Closing Date. Within ten (10) calendar days thereafter, Purchaser shall notify Seller of all such contracts that are to be Assumed other Contracts. Purchaser To the extent that any Contract for which assignment to Buyer is provided herein is not assignable without the consent of another party, this Agreement shall have no obligation not constitute an assignment or liability an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof. Seller and Buyer agree to use their reasonable best efforts (without any requirement on the part of Buyer to pay any money or agree to any person under material change in the terms of any contract that is not an Assumed such Contract. (b) Seller shall use its reasonable best efforts, and Purchaser shall cooperate to, to obtain from any parties to any Assumed Contracts any required consents the consent of such other party to the assignment of any such Contract to Buyer in all cases in which such consent is or may be required for such assignment. If any such consent shall not be obtained, Seller agrees to cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the Assumed Contracts benefits intended to Purchaser, be assigned to Buyer under the existing terms relevant Contract, including enforcement at the cost and conditions contained in for the Assumed Contracts on account of Buyer of any and all rights of Seller against the Closing Date; other party thereto arising out of the breach or cancellation thereof by such other party or otherwise, and Buyer undertakes to cooperate with Seller to allow the fulfillment of the Seller's Liabilities under any such Contract, as if such Contract had been assigned to Buyer, until such time as Seller completes its liquidation proceedings (which it intends to commence following the Closing), provided, however, that Seller Buyer shall not obtain bear any consent that imposes a condition, commitment or requirement that would, after consultation with Purchaser and liability in Purchaser’s reasonable judgment, adversely affect the operations excess of the Owned Branchesliability that Buyer would have borne had Buyer assumed and taken assignment of such Contracts. Any If and to the extent that such Assumed arrangement cannot be made, any such Contract for which consent has not been obtained as of the Closing Date shall not be an Assumed Contract and Seller shall have no obligation deemed to continue attempting to obtain such consentbe a Purchased Asset hereunder.

Assumed Contracts. (a) Seller agrees to provide to Purchaser as soon as reasonably possible, but no later than ten (10) calendar days after the date hereof, a conformed copy of all potential Assumed Contracts, to be in effect as of the Closing Date. Within ten (10) calendar days thereafter, Purchaser shall notify Seller of all such contracts that are to be Assumed Contracts. Purchaser shall have no obligation or liability to any person under any contract that is not an Assumed Contract. (b) Seller shall use its reasonable best efforts, and Purchaser shall cooperate to, obtain from any parties to any Assumed Contracts any required consents to the assignment of the Assumed Contracts to Purchaser, under the existing terms and conditions contained in the Assumed Contracts on the Closing Date; provided, however, that Seller shall not obtain any consent that imposes a condition, commitment or requirement that would, after consultation with Purchaser and in Purchaser’s reasonable judgment, adversely affect the operations of the Owned Branches. Any such Assumed Contract for which consent has not been 16 Exhibit 2.1 obtained as of the Closing Date shall not be an Assumed Contract and Seller shall have no obligation to continue attempting to obtain such consent.. 7.5