Common use of Assumption Rejection of Certain Contracts Clause in Contracts

Assumption Rejection of Certain Contracts. (a) As of the Closing, Sellers shall assume pursuant to Section 365(a) of the Bankruptcy Code and sell and assign to Purchaser pursuant to Sections 363(b), (f) and (m) and Section 365(f) of the Bankruptcy Code each of the Assigned Contracts. Except as provided in Section 1.6(b), Purchaser shall assume and thereafter pay, fully satisfy, discharge and perform all of the obligations under the Assigned Contracts in accordance with the terms of such Assigned Contracts and pursuant to Section 365 of the Bankruptcy Code. The Sellers shall reject all contracts other than the Assigned Contracts and Purchaser shall have no liability relating to any such rejected contract. (b) The Sellers shall have paid all Liabilities and obligations under the Assigned Contracts, including, without limitation, Cure Costs, and to the extent not paid, the Purchaser may pay the Cure Costs to the applicable Third Parties and deduct such Cure Costs from the Cash Amount prior to the Closing.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Sigma Designs Inc), Asset Purchase Agreement (Sigma Designs Inc)