Assumption and Assignment of Contracts and Leases Clause Samples

The Assumption and Assignment of Contracts and Leases clause governs how one party may transfer its rights and obligations under existing contracts or leases to another party. Typically, this clause outlines the conditions under which such transfers are permitted, such as requiring the consent of the non-transferring party or compliance with certain legal or financial criteria. For example, in a business sale, the buyer may assume the seller’s lease agreements, provided the landlord approves the transfer. The core function of this clause is to facilitate the smooth transition of contractual relationships during events like mergers, acquisitions, or reorganizations, while protecting the interests of all parties involved.
Assumption and Assignment of Contracts and Leases. (a) Sellers shall assign (i) all purchase orders, customer Contracts and reseller Contracts to Buyer, other than those listed on Schedule 2.5(a)(i); and (ii) all other Contracts (including vendor Contracts) or other agreements contemplated or governed by any of the listed Contracts and Leases of the Sellers listed on Schedule 2.5(a)(ii) to Buyer, effective on and as of the Closing (such Contracts, the “Assumed Contracts”, and such Leases, the “Assumed Leases”). Between the Agreement Date and March 3, 2023, Buyer shall be permitted to add or remove Assumed Contracts and Assumed Leases from Schedule 2.5(a)(i) and Schedule 2.5(a)(ii). Between March 3, 2023 and five (5) Business Days before the Closing, Buyer may, in its sole and absolute discretion, at any time at least five (5) Business Days prior to the Closing, by written notice to Sellers, add or remove Assumed Contracts and Assumed Leases from Schedule 2.5(a)(i) and Schedule 2.5(a)(ii); provided that removal of Assumed Contracts and Assumed Leases from Schedule 2.5(a)(i) and Schedule 2.5(a)(ii) shall result in deviation of no more than ten (10%) percent of the economic value from the initial list of Assumed Contracts and Assumed Leases, as may have been revised on or before March 3, 2023. If any Contract is added to the list of Acquired Assets pursuant to the foregoing sentence, then the applicable Seller shall take such steps as are reasonably necessary to cause such Contract to be assigned to Buyer as promptly as possible at or following the Closing. (b) At the Closing, Sellers shall, pursuant to the Sale Order, the Bill of Sale and Assignment and Assumption Agreement, and the IP Assignment Agreement, sell, assign, transfer and deliver to Buyer, all Assumed Contracts and Assumed Leases pursuant to sections 363 and 365 of the Bankruptcy Code, as applicable. At the Closing, Buyer shall assume, and thereafter in due course and in accordance with its respective terms (as may be amended) pay, fully satisfy, discharge and perform when due all obligations under each Assumed Contract and Assumed Lease that are Assumed Liabilities in accordance with the terms thereof, pursuant to section 365 of the Bankruptcy Code, as applicable. (c) Buyer shall be responsible for payment of Cure Costs in the aggregate amount of up to the Cure Costs Threshold, and thereafter Seller shall be responsible for payment of all remaining Cure Costs.
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Assumption and Assignment of Contracts and Leases. (a) Sellers shall assume and, to the extent assignable, assign the Material Contracts listed on Schedule 2.5(a) to Buyer, effective on and as of the Closing (collectively, the “Assumed Contracts”); provided, however, except for the Contracts set forth on Schedule 2.5(a)(i), Buyer may at any time prior to five (5) Business Days prior to the Sale Hearing, by written notice to Sellers, add or remove Material Contracts from Schedule 2.5(a); provided further, that Sellers shall not be required to assume and assign any (i) leases or other Contracts for Vehicles or other equipment used by any Comcar Subsidiaries or Affiliates, other than Sellers, or otherwise not Related to the Business, and (ii) Contracts pursuant to which any goods or services are provided to any Comcar Subsidiaries or Affiliates, other than Sellers, or otherwise not Related to the Business. (b) At the Closing, Sellers shall, pursuant to the Sale Order and the ▇▇▇▇ of Sale and Assignment and Assumption Agreement, sell, and assume and assign to Buyer (the consideration for which is included in the Purchase Price), all Assumed Contracts that may be assigned by any such Seller to Buyer pursuant to Sections 363 and 365 of the Bankruptcy Code, as applicable, subject to provision by Buyer of adequate assurance as may be required under Section 365 of the Bankruptcy Code and payment by Buyer of the Cure Costs in accordance with Section 6.10 in respect of Assumed Contracts pursuant to and in accordance with Section 365 of the Bankruptcy Code, as applicable, and the Sale Order. At the Closing, Buyer shall assume, and thereafter in due course and in accordance with its respective terms (as may be amended) pay, fully satisfy, discharge and perform all of the obligations under each Assumed Contract that are Assumed Liabilities, pursuant to Section 365 of the Bankruptcy Code, as applicable.
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Assumption and Assignment of Contracts and Leases. Upon the Motion (the “Motion”)1 of ATP Oil & Gas Corporation (the “Debtor”) pursuant to 11 U.S.C. §§ 105(a), 363 and 365 and Bankruptcy Rules 2002, 6004 and 6006 for an Order (a) approving the sale (the “Sale”) of the Debtor’s Assets (as defined in the Purchase Agreement) free and clear of claims and liens (the “Purchased Assets”) pursuant to the terms and conditions of the Asset Purchase Agreement attached hereto as Exhibit 1 (collectively with all exhibits thereto, the “Purchase Agreement”), dated as of June [ ], 2013 and executed by and between the Debtor, as seller (the “Seller”), Credit Suisse AG, exclusively in its capacity as administrative agent and collateral agent under the DIP Credit Agreement2 (the “DIP Agent”) and, upon the joinder contemplated by Section 5.12 of the Purchase Agreement, a newly formed Delaware limited liability company designated by the DIP Agent at the direction of the Required Lenders (as defined in the DIP Credit Agreement), as purchaser (the DIP Agent in such capacities and such newly formed entity collectively (unless the context expressly implies
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Related to Assumption and Assignment of Contracts and Leases

  • Assignment of Contracts GSAM agrees to assign (or cause to be assigned) to GSRP or OpCo without recourse, representation or warranty (except as expressly set forth in this Agreement), all of GSAM’s or such Affiliate’s right, title and interest in and to, and GSRP agrees to assume, or cause OpCo to agree to assume, the obligations of GSAM or such Affiliate’s obligations under, each of the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period prior to the Closing. GSRP shall be responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case of any Assigned Contract that prior to the Closing was for the benefit of the GSRP Entities, from and after the Closing GSRP shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities, related to or arising from such Assigned Contract, to the extent GSRP is required to do so under the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined in the OpCo LLC Agreement) that were incurred prior to the Closing.

  • SUBCONTRACTS and ASSIGNMENTS Except as may be set forth in the Special Provisions, the Contractor agrees not to subcontract, assign, transfer, convey, sublet or otherwise dispose of this Agreement or any right, title, obligation or interest it may have therein to any third party without prior written approval of H-GAC. The Contractor acknowledges that H-GAC is not liable to any subcontractor or assignee of the Contractor. The Contractor shall ensure that the performance rendered under all subcontracts shall result in compliance with all the terms and provisions of this Agreement as if the performance rendered was rendered by the Contractor. Contractor shall give all required notices, and comply with all laws and regulations applicable to furnishing and performance of the work. Except where otherwise expressly required by applicable law or regulation, H-GAC shall not be responsible for monitoring Contractor's compliance, or that of Contractor’s subcontractors, with any laws or regulations.

  • Subcontracts and Assignment Contractor shall not subcontract, assign, delegate, or transfer any of its duties, rights, or interests under this Contract without the prior written consent of District. District may withhold such consent for any or no reason. If District consents to an assignment or subcontract, then in addition to any other provisions of this Contract, Contractor shall require any permitted subcontractor to be bound by all the terms and conditions of this Contract that would otherwise bind Contractor. The parties agree that any such subcontracts shall be construed as matters solely between the Contractor and its subcontractor and shall have no binding effect on District.

  • Assignment of Contracts and Rights (a) Nothing in this Agreement shall be construed as an attempt to assign, and Buyer shall not assume any Liabilities with respect to, any Contract or Permit constituting a Transferred Asset, or any other Transferred Asset, that by Law is nonassignable, or that by its terms is nonassignable without the Consent of the other party or parties thereto to the extent such party or parties assert in writing that such assignment is a breach of such Contract or Permit, or as to which all the remedies for the enforcement thereof enjoyed by Seller would not, as a matter of law, pass to Buyer as an incident of the assignments provided for by this Agreement. With respect to any Contract, Permit or other Transferred Asset of the type described in the preceding sentence, and any claim, right or benefit arising thereunder or resulting therefrom, promptly after the date of this Agreement, to the extent required by the terms of the Contract, Permit or other Transferred Asset, Seller shall, at its sole cost and expense, obtain the written Consent of the other parties to any such Contract, Permit or other Transferred Asset for the assignment thereof to Buyer in form and substance satisfactory to Buyer. (b) If such Consent is not obtained with respect to any such Contract, Permit or other Transferred Asset prior to the Closing, in addition to any other remedy available to Buyer at law or in equity, at Seller’s expense, Seller shall, from and after the Closing take all actions and do or cause to be done all such things as shall in the reasonable judgment of Buyer or its counsel be necessary: (i) to ensure that the claims, rights and benefits with respect to such Contract, Permit or other Transferred Asset are preserved for Buyer or for the benefit of Buyer (including by entering into a subcontracting or subleasing arrangement with Buyer, if permitted); and (ii) to facilitate receipt of, and promptly pay to, Buyer all monies received by Seller under any such Contract, Permit or other Transferred Asset or any claim, right or benefit arising thereunder not transferred to Buyer pursuant to this Section 2.5.

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