The Assumed Contracts Clause Samples

The Assumed Contracts. Schedule 2.1(a) and Schedule 2.5 contain accurate and complete lists of the Assumed Contracts and the Assignment Excluded Assets, respectively, copies of which Seller has made available to Buyer in accurate and complete form. Section 5.15(a)(i) of the Seller Disclosure Schedule provides an accurate description of the terms of each Contract relating to the Assets that is not in written form. Each of the Assumed Contracts and the Assignment Excluded Assets is a valid and binding obligation of Seller and, to Seller’s knowledge, of the other parties thereto, enforceable in accordance with its terms except as may be affected by bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally and general principles of equity relating to the availability of equitable remedies.

The Assumed Contracts. The Inventory;

The Assumed Contracts. All intangibles and all other information and similar intangible assets relating to any of the Stations, including those listed in Schedule 3.9 hereto;

The Assumed Contracts. Except as described on Schedule 3.19, with respect to the Assumed Contracts listed on Schedule 3.18: (a) Such Assumed Contracts constitute lawful and legally binding obligations of Seller, and to Seller’s knowledge, of the other parties thereto, and are enforceable in accordance with their terms, except as enforceability may be restricted, limited or delayed by applicable bankruptcy or other laws affecting creditors’ rights generally and except as enforceability may be subject to general principles of equity; (b) Each such Assumed Contract is in full force and effect and constitutes the entire agreement by and between the parties thereto; (c) In all material respects, all obligations required to be performed under the Assumed Contracts by Seller, and to Seller’s knowledge, by any other third party thereto (other than Seller), have been performed, and to Seller’s knowledge no event has occurred or failed to occur that constitutes, or with the giving of notice, the lapse of time or both would constitute, a material default by Seller under any of the Assumed Contracts; (d) Seller has not received written notice of any default or breach of any such Assumed Contract by any party; and (e) No such Assumed Contract contains a non-competition provision binding against

The Assumed Contracts. To the best knowledge of Seller, Schedule 1.1(h) sets forth an accurate list of the Assumed Contracts. Except as set forth in Schedule 1.1(h) or in Schedule 3.20(a), Seller has made available to Buyer true and correct copies of the Assumed Contracts. Seller represents and warrants with respect to the Assumed Contracts that: (a) Except as expressly set forth on Schedule 3.20(a), the Assumed Contracts constitute valid and legally binding obligations of Seller or Seller Entities and are enforceable against Seller or Seller Entities in accordance with their terms; (b) Each Assumed Contract constitutes the entire agreement by and between the respective parties thereto with respect to the subject matter thereof, except as the Assumed Contract may otherwise state; (c) Except as expressly set forth on Schedule 3.20 (c), all obligations required to be performed by Seller or Seller Entities under the terms of the Assumed Contracts have been performed in all material respects, no act or omission by Seller or Seller Entities has occurred or failed to occur which, with the giving of notice, the lapse of time or both would reasonably constitute a material default under the Assumed Contracts, and each Assumed Contract is now in full force and effect; (d) Except as expressly set forth on Schedule 3.20(d), none of the Assumed Contracts requires consent to the assignment and assumption of such Assumed Contracts by Buyer Entities, and Seller will use commercially reasonable efforts to obtain any required consents prior to the Closing; and (e) Except as expressly set forth on Schedule 3.20(e), the assignment of the Assumed Contracts to and assumption of such Assumed Contracts by Buyer Entities will not result in any penalty or premium, or variation of the rights, remedies, benefits or obligations of any party thereunder.

The Assumed Contracts. Except as described on Schedule 3.19, with respect to the Assumed Contracts: (a) Such Assumed Contracts constitute lawful and legally binding obligations upon the parties thereto and are enforceable in accordance with their terms, except as enforceability may be restricted, limited or delayed by applicable bankruptcy or other laws affecting creditors' rights generally and except as enforceability may be subject to general principles of equity; (b) Each such Assumed Contract is in full force and effect and constitutes the entire agreement by and between the parties thereto with respect to the subject matter therein described except where such failure would not constitute a Material Adverse Effect; (c) Seller has not received written notice of any default or breach of any such Assumed Contract by any party; (d) No such Assumed Contract contains a non-competition provision binding against Seller; and (e) The assignment of any such Assumed Contract to and assumption of such Assumed Contract by Buyer will not give a third party the right to terminate such Assumed Contract, or result in any penalty or premium to, or adverse change in the rights, remedies, benefits or obligations of, any party thereunder, other than a penalty or premium arising under an Immaterial Contract if, after consideration thereof, such Immaterial Contract is still an Immaterial Contract.

The Assumed Contracts. As a part of the purchase transaction, NXCN is assuming contractual rights and obligations from LXC. These are:

The Assumed Contracts all books, records, manuals, reports, business plans, data, mailing lists, customer lists, supplier lists, price lists, sales records, vendor data, marketing information and procedures, sales and customer files, current product material, standard forms of documents and manuals of operations or business procedures (other than Intellectual Property), in each case to the extent relating solely to the Purchased Assets or the Assumed Liabilities, whether in hard copy or electronic format, including the Business Tax Records but excluding the Excluded Books and Records (collectively, the “Business Books and Records”), including the technical transfer packages set forth on Schedule 2.1.2; provided, that Seller may temporarily retain possession of and may utilize any Business Books and Records related to the manufacturing of the Molecules on behalf of Buyer to the extent required to comply with its obligations under the Supply Agreement until such time as Buyer has elected thereunder to manufacture one or more of the Molecules, at which ▇▇▇▇ ▇▇▇▇▇▇ shall deliver all such Business Books and Records (or portions thereof) solely applicable to said Molecules, which shall include such technical transfer packages, to Buyer; provided, further, that Seller shall not be required to deliver Business Tax Records to the extent separate books and records comprising the Business Tax Records are not readily available, but will provide reasonable access to the portions of such books and records comprising the Business Tax Records from time to time, as may be reasonably requested by Buyer.

The Assumed Contracts the accounts payable of Seller generated in the ordinary course of business through Closing, which Buyer shall pay in the ordinary course of business after Closing;