Assumption and Assignment of Executory Contracts Sample Clauses

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Assumption and Assignment of Executory Contracts. Sellers shall provide timely and proper written notice of the motion seeking entry of the Sale Order to all parties to any executory Contracts to which any Seller is a party that are Assigned Contracts and take all other actions reasonably necessary to cause such Contracts to be assumed by Sellers and assigned to Purchaser pursuant to section 365 of the Bankruptcy Code to the extent that such Contracts are Assigned Contracts at Closing. The Sale Order shall provide that as of and conditioned on the occurrence of the Closing, Sellers shall assign or cause to be assigned to Purchaser, as applicable, the Assigned Contracts, each of which shall be identified by the name or appropriate description and date of the Assigned Contract (if available), the other party to the Assigned Contract and the address of such party for notice purposes, all included on an exhibit attached to either a notice filed in connection with the motion for approval of the Sale Order or a separate motion for authority to assume and assign such Assigned Contracts. Such exhibit shall also set forth Sellers’ good faith estimate of the amounts necessary to cure any defaults under each of the Assigned Contracts as determined by Sellers based on Sellers’ books and records or as otherwise determined by the Bankruptcy Court. Schedule 1.5(a) sets forth Sellers’ good faith estimate, as of the date hereof, of the amounts necessary to cure any such defaults. At the Closing, Sellers shall, pursuant to the Sale Order and the Assignment and Assumption Agreement(s), assume and assign to Purchaser (the consideration for which is included in the Purchase Price), all Assigned Contracts that may be assigned by any such Seller to Purchaser pursuant to sections 363 and 365 of the Bankruptcy Code, subject to adjustment pursuant to Section 1.5(b). At the Closing, Purchaser shall (i) pay all Cure Costs and (ii) assume each Assigned Contract pursuant to section 365 of the Bankruptcy Code.
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Assumption and Assignment of Executory Contracts. Sellers shall provide timely and proper written notice of the motion seeking entry of the Sale Order to all parties to any executory Contracts to which any Seller is a party that are Assumed Contracts and take all other actions necessary to cause such Contracts to be assumed by Sellers and assigned to Buyer pursuant to Section 365 of the Bankruptcy Code, as applicable, to the extent that such Contracts are Assumed Contracts at the Final Bid Deadline (as defined in the Bidding Procedures). At the Closing, Sellers shall, pursuant to the Sale Order and the Assignment and Assumption Agreement, 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 or Sellers, as applicable, of the Cure Costs in accordance with and subject to the limits set forth in Section 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 Executory Contracts. Seller shall assume and assign to Buyer pursuant to section 365 of the Bankruptcy Code all of the prepetition executory contracts, and assign all the postpetition executory contracts, which are listed on Schedule 1.02 (collectively, the “Executory Contracts”). Buyer shall pay all cure claims required under section 365 of the Bankruptcy Code and any other costs associated with the assignment and assumption of the Executory Contracts. At any time prior to the Closing, Buyer may notify Seller in writing of its determination not to assume any of the Executory Contracts, although ▇▇▇▇▇ recognizes that the assumption and cure of executory contracts will be a relevant factor for the Trustee in determining the winning bid at the Auction.
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Assumption and Assignment of Executory Contracts. To the maximum extent permitted by the Bankruptcy Code, the Assumed Contracts shall be assumed by Seller and assigned to Buyer at the Closing pursuant to Section 365 of the Bankruptcy Code. Buyer shall have sole responsibility for paying any Cure Costs due in connection with the assumption and assignment of the Assumed Contracts to the extent set forth in Section 1.1(c)(iii). At Seller’s reasonable written request, Buyer shall cooperate with Seller to provide “adequate assurance” of Buyer’s future performance under the Assumed Contracts.
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Assumption and Assignment of Executory Contracts. Bankruptcy is a jargon-heavy practice. The various terms of art tossed about by bankruptcy attorneys could fill a book.3 Luckily for franchisors and franchisees (and their attorneys, who may not regularly practice in bankruptcy court), under- standing the principal bankruptcy concepts at issue requires familiarity with only a handful of bankruptcy terms. The franchise agreement is known in bankruptcy as an executory contract. This simply means that when the bank- ruptcy case was filed, the party filing bankruptcy (i.e., the debtor) and the other party to the contract (in this case, the franchisor) each had material unperformed obligations under the contract. Section 365 of the Bankruptcy Code4 gives a debtor two options with respect to an executory contract— assumption or rejection. If the debtor chooses to reject the contract, the nondebtor counterparty will seek a claim for damages as a creditor in the bankruptcy case. If the contract is assumed, the debtor must cure all past defaults, meaning that it must immediately pay all past-due amounts. The debt- or must also provide the nondebtor party with “adequate assurance of future performance.”5 In order to assign an executory contract, the debtor must first assume it. A debtor may not assume only the portions of a contract that it finds favorable. Rather, the contract must be assumed “cum onere,” i.e., with all of the benefits and obliga- tions that existed prior to the bankruptcy filing.6 If a contract is not executory, it cannot be assumed by the debtor, in which case debtors cannot take advantage of the bankruptcy law provisions that potentially allow the debtor to assign the con- tract over the objection of the counterparty. Unfortunately for franchisors, however, challenging the executory nature of a franchise agreement is not a viable option. Given the mutu- al obligations inherent in a franchise relationship, franchise agreements are clearly executory.7 When seeking to assign an executory contract, the debtor typically files a single motion in the bankruptcy court to both assume and assign. Often, the proposed assignee agrees to make the cure payments. Moreover, the bankruptcy court looks at the characteristics of the proposed assignee, such as creditworthiness, in determining what assurances of future performance must be provided to the contract counterparty. Bankruptcy law changes what is and what is not enforceable under a contract. Bankruptcy Code § 365(f)(1)8 is a clear example. Section 365(f)(...
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Assumption and Assignment of Executory Contracts. Pursuant to sections 365(b), (e) and (f) of the Bankruptcy Code, and subject to the 26 Purchase Agreement and this Sale Approval Order, the Debtor is authorized to assume, and assign to 27 Purchaser, the Executory Contracts. 28 - 18 - Case 2:11-bk-13454-PC Doc 344 Filed 07/01/11 Entered 07/01/11 12:05:09 Desc Main Document Page 19 of 35
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Assumption and Assignment of Executory Contracts. To the maximum extent permitted by the Bankruptcy Code, the Assumed Contracts shall be assumed by Seller and assigned to Buyer at the Closing pursuant to Section 365 of the Bankruptcy Code. Buyer shall have sole responsibility for paying any Cure Costs due in connection with the assumption and assignment of the Assumed Contracts to the extent set forth in Section 1.1(c)(iii). At Seller’s reasonable written request, Buyer shall cooperate with Seller to provide “adequate assurance” of Buyer’s future performance under the Assumed Contracts.
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Assumption and Assignment of Executory Contracts. Bankruptcy is a jargon-heavy practice. The various terms of art tossed about by bankruptcy attorneys could fill a book.3 Luckily for franchisors and franchisees (and their attorneys, who may not regularly practice in bankruptcy court), under- standing the principal bankruptcy concepts at issue requires familiarity with only a handful of bankruptcy terms. The franchise agreement is known in bankruptcy as an executory contract. This simply means that when the bank- ruptcy case was filed, the party filing bankruptcy (i.e., the debtor) and the other party to the contract (in this case, the franchisor) each had material unperformed obligations under the contract. Section 365 of the Bankruptcy Code4 gives a debtor two options with respect to an executory contract— assumption or rejection. If the debtor chooses to reject the contract, the nondebtor counterparty will seek a claim for damages as a creditor in the bankruptcy case. If the contract is assumed, the debtor must cure all past defaults, meaning that it must immediately pay all past-due amounts. The debt- or must also provide the nondebtor party with “adequate assurance of future performance.”5 In order to assign an executory contract, the debtor must first assume it. A debtor may not assume only the portions of a contract that it finds favorable. Rather, the contract must be assumed “cum onere,” i.e., with all of the benefits and obliga- tions that existed prior to the bankruptcy filing.6 If a contract is not executory, it cannot be assumed by the debtor, in which case debtors cannot take advantage of the bankruptcy law provisions that potentially allow the debtor to assign the con- tract over the objection of the counterparty. Unfortunately for franchisors, however, challenging the executory nature of a franchise agreement is not a viable option. Given the mutu- al obligations inherent in a franchise relationship, franchise agreements are clearly executory.7 When seeking to assign an executory contract, the debtor typically files a single motion in the bankruptcy court to both assume and assign. Often, the proposed assignee agrees to make the cure payments. Moreover, the bankruptcy court looks at the characteristics of the proposed assignee, such as creditworthiness, in determining what assurances of future performance must be provided to the contract counterparty. Bankruptcy law changes what is and what is not enforceable under a contract. Bankruptcy Code § 365(f)(1)8 is a clear example. Section 365(f)(...
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Related to Assumption and Assignment of Executory Contracts

  • 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.

  • 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.

  • Sale and Assignment of Master Servicing The Master Servicer may sell and assign its rights and delegate its duties and obligations in its entirety as Master Servicer under this Agreement and EMC may terminate the Master Servicer without cause and select a new Master Servicer; provided, however, that: (i) the purchaser or transferee accepting such assignment and delegation (a) shall be a Person which shall be qualified to service mortgage loans for Fannie Mae or Fredd▇▇ ▇▇▇; (▇) sh▇▇▇ ▇▇▇e a net worth of not less than $10,000,000 (unless otherwise approved by each Rating Agency pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced in a writing signed by the Trustee); and (d) shall execute and deliver to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by it as master servicer under this Agreement, any custodial agreement from and after the effective date of such agreement; (ii) each Rating Agency shall be given prior written notice of the identity of the proposed successor to the Master Servicer and each Rating Agency's rating of the Certificates in effect immediately prior to such assignment, sale and delegation will not be downgraded, qualified or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to such effect delivered to the Master Servicer and the Trustee; (iii) the Master Servicer assigning and selling the master servicing shall deliver to the Trustee an Officer's Certificate and an Opinion of Independent Counsel, each stating that all conditions precedent to such action under this Agreement have been completed and such action is permitted by and complies with the terms of this Agreement; and (iv) in the event the Master Servicer is terminated without cause by EMC, EMC shall pay the terminated Master Servicer a termination fee equal to 0.25% of the aggregate Scheduled Principal Balance of the Mortgage Loans at the time the master servicing of the Mortgage Loans is transferred to the successor Master Servicer. No such assignment or delegation shall affect any liability of the Master Servicer arising prior to the effective date thereof.

  • 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.

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