Executory Contracts Sample Clauses
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Executory Contracts. (a) The Section 365 Contracts to be assumed by Sellers and assigned and sold to Purchaser at the Closing pursuant to section 365 of the Bankruptcy Code (the “Assumed Section 365 Contracts”) shall consist of (i) the Assumed Employment Agreements, (ii) all Customer Contracts not expressly excluded by Purchaser on or before the Bid Submission Deadline by written notice from time to time to Sellers given on or before such date, and (iii) if expressly designated by Purchaser on or before the Bid Submission Deadline as Assumed Section 365 Contracts by written notice from time to time to Sellers given on or before such date, the Facilities Leases for the Acquired Facilities described on Schedule 2.1(e), the Personal Property Leases described on Schedule 2.1(f), the Confidentiality Agreements, and other Non-Customer Contracts described on Schedule 2.1(h) (other than Assumed Employment Agreements). All such exclusions and designations shall be made in Purchaser’s sole discretion, and shall be subject to change by Purchaser from time to time by giving written notice thereof to Sellers, so long as any such changes are delivered prior to the Bid Submission Deadline. All exclusions and designations of Assumed Section 365 Contracts that Purchaser is entitled to exclude or designate hereunder shall be become final and binding upon Purchaser at 5:00 Eastern time on the Bid Submission Deadline. Notwithstanding the foregoing, (i) Purchaser shall not exclude any Assumed Employment Agreement, (ii) unless Purchaser expressly designates otherwise by written notice to Sellers given on or before the Bid Submission Deadline, the Facilities Leases for the Excluded Facilities shall not be included among the Assumed Section 365 Contracts, and (iii) if at any time Sellers become aware of any Section 365 Contract not disclosed in writing to Purchaser on or before the Effective Date, Sellers shall promptly thereafter advise Purchaser of the existence, and provide Purchaser with a copy, of such Section 365 Contract and Purchaser thereupon shall have the right to request, by written notice to Sellers within five (5) days, that Sellers assume, assign and sell such Section 365 Contract to Purchaser, in which case Sellers shall use commercially reasonable efforts to assume, assign and sell such Section 365 Contract to Purchaser, as promptly as reasonably practicable, on the same terms and conditions as would be applicable under this Agreement to the Assumed Section 365 Contracts, it being un...
Executory Contracts and Unexpired Leases · All executory contracts (including employee benefit plans, insurance, supply contracts, etc.) and unexpired leases will be assumed unless expressly rejected under the Plan or through a separate motion.
Executory Contracts. Set forth on the Disclosure Schedule is a description of all Executory Contracts with respect to the Seller Real Property.
Executory Contracts. SCHEDULE 3.24 sets forth a complete and accurate list of all amounts due and payable pursuant to all Executory Contracts of the Sellers as of the Petition Date.
Executory Contracts. Other than the Real Estate Leases, Seller is not a party to or bound by, and at the Closing Date, Holdings will not be a party to or bound by, any material executory contracts for the operation, management or maintenance of the Real Properties.
Executory Contracts. The Bankruptcy Court shall have approved and authorized the assumption and assignment of the Contracts to be identified on the Assignment Agreement.
Executory Contracts. Set forth in Section 3.12(k) of the Disclosure Schedule is a list of all executory contracts currently in effect made by or on behalf of WP Sub, or by which WP Sub is bound, with respect to the Real Property ("Executory Contracts") including, without limitation, operation, management, maintenance, utility, and construction contracts. At Closing WP Sub shall deliver to the Buyer a true and complete copy (the original execution copy, if available) of each of the Executory Contracts.
Executory Contracts. Liabilities, obligations, and commitments of Seller arising under the Seller Agreements, and all other contracts, agreements, or commitments entered into in the ordinary course of business to which Seller is a party in relation to the Business or by which it or any of the Purchased Assets is bound that is not required to be set forth on any Schedule to this Agreement;
Executory Contracts. (i) Schedule 2.5(a)(i) sets forth a list (the “Executory Contract List”) of all Executory Contracts to which any of Sellers is a party or by which any of Sellers or any of their assets or properties are bound, including all Material Contracts. Within the time period prescribed by the Bid Procedures Order, Sellers shall prepare a contract and cure schedule that identifies for each Contract on the Executory Contract List, the estimated Cure Amounts (and if no Cure Amount is estimated to be applicable with respect to any particular Executory Contract, the amount of such Cure Amount has been designated for such Executory Contract as “$0.00”) that must be paid in order for Sellers to assume, and to assign to Buyer or its Affiliate Designees, as applicable, each Contract listed thereon pursuant to this Agreement (the “Contract and Cure Schedule”). From the Execution Date through (and including) the Closing, promptly following any material changes to the information set forth on such schedule (including any new Executory Contracts to which any of Sellers becomes a party and any change in the Cure Amount of any such Executory Contract), Sellers shall provide Buyer with a schedule that updates and corrects the Contract and Cure Schedule. Sellers shall be responsible for the verification of all Cure Amounts for each Executory Contract and shall use commercially reasonable efforts to establish the proper Cure Amounts, if any, for each Executory Contract prior to the Closing Date. Subject to the terms and provisions of the Bid Procedures Order, Sellers shall serve a cure notice that includes the Contract and Cure Schedule on the counterparties to each Contract listed on the Executory Contract List. Any counterparty to a Contract included on the Executory Contract List shall have the time period prescribed by the Bid Procedures Order, or any other applicable Bankruptcy Court Order, to file with the Bankruptcy Court and serve on Buyer and Sellers an objection to the Cure Amounts listed on the Contract and Cure Schedule and to the adequate assurance of future performance by Buyer.
(ii) Schedule 2.5(a)(ii) sets forth a list of all Contracts listed on the Executory Contract List or any other Contract to which any of Sellers is a party or by which any of Sellers or any of their assets or properties are bound, that are to be assumed by Sellers and assigned to Buyer or its Affiliate Designees, as applicable, pursuant to this Agreement (an “Assigned Contract”). All Contracts t...
Executory Contracts. The Bankruptcy Court shall have approved and authorized, other than with respect to Cure Costs, the assumption and assignment of each Pre-Closing Designated Contract or Lease, except as would not have a Material Adverse Effect.