Common use of ASSUMPTION AND ASSIGNMENT Clause in Contracts

ASSUMPTION AND ASSIGNMENT. (i) Sellers agree to assign the Assumed Contracts to the applicable members of the Buyer Group as provided in this Section 2(c) and the Final Order; (ii) Sellers agree to cure all defaults under the Assumed Contracts as of the Closing including, without limitation, payment of any applicable cure amounts, to the extent required pursuant to an order of the Bankruptcy Court to effectuate the valid assignment of the Assumed Contracts; (iii) In the event a dispute exists as of the Closing between the Sellers and any party to one or more of the agreements listed on Schedule B as to whether such agreement(s) constitutes a “true lease” (requiring cure of defaults and assumption and assignment) or a financing transaction, Sellers agree to obtain a Sale Order providing that the Buyer Group shall receive either transfer of title to the assets described in the agreement(s) listed on Schedule B subject to such dispute, free and clear of all liens, claims and encumbrances pursuant to Section 363 of the Bankruptcy Code or, alternatively, an assignment of such agreement(s) pursuant to Section 365 of the Bankruptcy Code, upon final determination by a court of competent jurisdiction (and pending such determination, Buyer shall be entitled to possession and control of the property subject to such dispute). (iv) The applicable member of the Buyer Group shall assume and thereafter in due course pay, fully satisfy, discharge and perform all of the obligations under the Assumed Contracts pursuant to Section 365 of the Bankruptcy Code.

ASSUMPTION AND ASSIGNMENT. (i) Sellers agree to assign the Assumed Contracts to the applicable members of the Tango Buyer Group or the JBC Buyer Group (in accordance with the last paragraph of Section 2(a)), as provided in this Section 2(c) and the Final Order; (ii) ; Sellers agree to cure all defaults under the Assumed Contracts as of prior to the Closing Closing, including, without limitation, payment of any applicable cure amounts, to the extent required pursuant to an order of the Bankruptcy Court to effectuate the valid assignment of the Assumed Contracts; (iii) ; Sellers shall use commercially reasonable efforts to obtain a stipulation by the relevant parties or a determination by the Bankruptcy Court that the agreements or instruments set forth on Schedule 1.4 are financing transactions. In the event a dispute exists as of the Closing between the Sellers and any party to one or more of the agreements or instruments listed on Schedule B 1.4 as to whether such agreement(s) constitutes a “"true lease” " (requiring cure of defaults and assumption and assignment) or a financing transaction, Sellers agree to obtain a Sale Order providing that the applicable members of the Tango Buyer Group shall or the JBC Buyer Group (in accordance with the last paragraph of Section 2(a)) receive either transfer of title to the assets described in the agreement(s) or instrument(s) listed on Schedule B 1.4 subject to such dispute, free and clear of all liens, claims and encumbrances Liens pursuant to Section 363 of the Bankruptcy Code or, alternatively, an assignment of such agreement(s) pursuant to Section 365 of the Bankruptcy Code, upon final determination by a court of competent jurisdiction (and pending such determination, Buyer shall be entitled to possession and control of the property subject to such dispute). (iv) The . At the Closing, the applicable member members of the Tango Buyer Group or the JBC Buyer Group, as appropriate, shall assume and thereafter in due course pay, fully satisfy, discharge and perform the Assumed Liabilities, including all of the obligations under the Assumed Contracts pursuant to Section 365 of the Bankruptcy Code, provided that, to the extent any agreements or instruments listed on Schedule 1.4 are determined to be "true leases" pursuant to the provisions of Section 1.203 of the Uniform Commercial Code (either by stipulation by the relevant parties or determination by the Bankruptcy Court), the Buyer Group shall assume all monetary obligations to third parties under such agreements and instruments up to $150,000 (such limitations of $150,000 to be allocated between the Tango Buyer Group and the JBC Buyer Group as mutually agreed by those groups). With respect to the Assumed Liabilities, to the extent such Assumed Liabilities are related to (X) the Tango Acquired Stores, such Assumed Liabilities shall be assumed, paid, satisfied, discharged and performed by the applicable members of the Tango Buyer Group or (Y) the JBC Acquired Stores, such Assumed Liabilities shall be assumed, paid, satisfied, discharged and performed by the applicable members of the JBC Buyer Group.

ASSUMPTION AND ASSIGNMENT. (i) Sellers agree to assign the Assumed Contracts to the applicable members of the Tango Buyer Group or the JBC Buyer Group (in accordance with the last paragraph of Section 2(a)), as provided in this Section 2(c) and the Final Order; (ii) Sellers agree to cure all defaults under the Assumed Contracts as of prior to the Closing Closing, including, without limitation, payment of any applicable cure amounts, to the extent required pursuant to an order of the Bankruptcy Court to effectuate the valid assignment of the Assumed Contracts; (iii) Sellers shall use commercially reasonable efforts to obtain a stipulation by the relevant parties or a determination by the Bankruptcy Court that the agreements or instruments set forth on Schedule 1.4 are financing transactions. In the event a dispute exists as of the Closing between the Sellers and any party to one or more of the agreements or instruments listed on Schedule B 1.4 as to whether such agreement(s) constitutes a “"true lease” " (requiring cure of defaults and assumption and assignment) or a financing transaction, Sellers agree to obtain a Sale Order providing that the applicable members of the Tango Buyer Group shall or the JBC Buyer Group (in accordance with the last paragraph of Section 2(a)) receive either transfer of title to the assets described in the agreement(s) or instrument(s) listed on Schedule B 1.4 subject to such dispute, free and clear of all liens, claims and encumbrances Liens pursuant to Section 363 of the Bankruptcy Code or, alternatively, an assignment of such agreement(s) pursuant to Section 365 of the Bankruptcy Code, upon final determination by a court of competent jurisdiction (and pending such determination, Buyer shall be entitled to possession and control of the property subject to such dispute). (iv) The At the Closing, the applicable member members of the Tango Buyer Group or the JBC Buyer Group, as appropriate, shall assume and thereafter in due course pay, fully satisfy, discharge and perform the Assumed Liabilities, including all of the obligations under the Assumed Contracts pursuant to Section 365 of the Bankruptcy Code, provided that, to the extent any agreements or instruments listed on Schedule 1.4 are determined to be "true leases" pursuant to the provisions of Section 1.203 of the Uniform Commercial Code (either by stipulation by the relevant parties or determination by the Bankruptcy Court), the Buyer Group shall assume all monetary obligations to third parties under such agreements and instruments up to $150,000 (such limitations of $150,000 to be allocated between the Tango Buyer Group and the JBC Buyer Group as mutually agreed by those groups). With respect to the Assumed Liabilities, to the extent such Assumed Liabilities are related to (X) the Tango Acquired Stores, such Assumed Liabilities shall be assumed, paid, satisfied, discharged and performed by the applicable members of the Tango Buyer Group or (Y) the JBC Acquired Stores, such Assumed Liabilities shall be assumed, paid, satisfied, discharged and performed by the applicable members of the JBC Buyer Group.