Treatment of Executory Contracts and Unexpired Leases Sample Clauses

The "Treatment of Executory Contracts and Unexpired Leases" clause defines how ongoing contracts and active leases are handled during a bankruptcy or restructuring process. It typically outlines whether such agreements will be assumed, assigned, or rejected by the debtor, and may specify the procedures and timelines for making these decisions. This clause ensures that all parties understand the status of their contractual relationships during insolvency, providing clarity and predictability for both the debtor and counterparties.
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Treatment of Executory Contracts and Unexpired Leases. A. Assumption and Rejection of Executory Contracts and Unexpired Leases Except as otherwise provided in the Plan or a Final Order, each Executory Contract and Unexpired Lease shall be deemed automatically assumed (subject to the payment of any applicable Cure Cost), pursuant to sections 365 and 1123 of the Bankruptcy Code, as of the Effective Date, without the need for any further notice to or action, order, or approval of the Bankruptcy Court, unless such Executory Contract or Unexpired Lease: (1) has been previously assumed, assumed and assigned, or rejected by the Debtors pursuant to a Final Order of the Bankruptcy Court, in which case, such Final Order shall control; (2) previously expired or was terminated pursuant to its terms; (3) is the subject of a motion or notice of intent to assume, assume and assign, or reject pending as of the Effective Date; or (4) is otherwise rejected pursuant to the terms hereof (including any Schedule of Rejected Contracts), in which case such rejections shall be deemed effective on the Effective Date (or earlier, if so set forth herein or on any Schedule of Rejected Contracts). Except as otherwise provided herein, each Executory Contract or Unexpired Lease to be assumed pursuant to the Plan shall revest in and be fully enforceable by the applicable Reorganized Debtor(s) in accordance with its terms, except as modified hereby. Contracts and leases entered into after the Petition Date by any Debtor will be performed by the applicable (Reorganized) Debtor liable thereunder in the ordinary course of its business or as authorized by the Bankruptcy Court. Accordingly, such contracts and leases (including any assumed Executory Contracts and Unexpired Leases) shall survive and remain unaffected by entry of the Confirmation Order and, on the Effective Date, shall revest in and be fully enforceable by the applicable Reorganized Debtor in accordance with its terms, except as such terms may have been modified by a Final Order of the Bankruptcy Court. Except as otherwise provided herein, or agreed to by the (Reorganized) Debtors and the applicable counterparty, each assumed Executory Contract or Unexpired Lease shall include all modifications, amendments, supplements, restatements, or other agreements related thereto, and all rights related thereto, if any, including all easements, licenses, permits, rights, privileges, immunities, indemnities, options, rights of first refusal, and any other interests. To the maximum extent permitte...
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Treatment of Executory Contracts and Unexpired Leases. 28 A. Assumption and Rejection of Executory Contracts and Unexpired Leases. 28
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Treatment of Executory Contracts and Unexpired Leases. A. Assumption and Rejection of Executory Contracts and Unexpired Leases if the Debtors Do Not Consummate the Sale Transaction on or before the Effective Date.
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Treatment of Executory Contracts and Unexpired Leases. The Plan shall provide that the Company shall accept the contracts set forth on Schedule 3.A., and shall reject with the intent to renegotiate the contracts set forth on Schedule 3.B. As more specifically set forth on the foregoing schedules, the Company shall: ▇. ▇▇▇▇▇▇: (i) that certain Executive Employment Agreement dated as of August 30, 2019, by and between the Company, IMH Management Services LLC, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as amended; (ii) that certain Executive Employment Agreement dated as of January 21, 2015, by and between the Company and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as amended; and (iii) that certain Executive Employment Agreement dated as of April 11, 2017, by and between the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇, as amended; B. Unless the monthly rental payment thereunder can be re-negotiated to $15,000 per month or less or as otherwise decided by the Company, reject that certain Scottsdale Seville Lease Agreement (Office) dated as of March 13, 2012, by and between the Company and SPI AZ, LLC, as amended; and C. Assume that certain Consulting Agreement dated as of July 25, 2019, by and between the Company and ITH Partners, LLC, and that certain Termination of Employment Agreement, Release and Additional Compensation Agreement dated as of April 9, 2019, by and between the Company and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇.
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Treatment of Executory Contracts and Unexpired Leases. A. Assumed Contracts And Leases As of effective date of Plan, each Debtor will be deemed to have assumed each executory contract and unexpired lease to which it is a party, unless such contract or lease (i) was previously assumed or, with concurrence of Investors, rejected by such Debtor, (ii) previously expired or terminated pursuant to its own terms, or (iii) is subject of motion to reject filed on or before confirmation date. Investors shall provide payment for rejection damages to the extent provided for in the Purchase Agreement.
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Treatment of Executory Contracts and Unexpired Leases. 24 11.1. Assumption and Rejection of Executory Contracts and Unexpired Leases. 24 11.2. Cure. 25 11.3. Claims Arising from Rejection, Expiration or Termination. 26 ARTICLE XII. RETENTION OF JURISDICTION 26 ARTICLE XIII. MISCELLANEOUS PROVISIONS 28 13.1. Payment of Statutory Fees. 28 13.2. Satisfaction of Claims. 28 13.3. Special Provisions Regarding Insured Claims. 29 13.4. Subrogation. 29 13.5. Third Party Agreements; Subordination. 29 13.6. Exculpation. 30 13.7. Discharge of Liabilities. 30 13.8. Discharge of Debtors. 30 13.9. Notices. 31 13.10. Headings. 32 13.11. Governing Law. 32 13.12. Expedited Determination. 32 13.13. Exemption from Transfer Taxes. 32 13.14. Retiree Benefits. 32 13.15. Notice of Entry of Confirmation Order and Relevant Dates. 32 13.16. Interest and Attorneys’ Fees. 33 13.17. Modification of the Plan. 33 13.18. Revocation of Plan. 33 13.19. Setoff Rights. 34 13.20. Compliance with Tax Requirements. 34 13.21. Rates; Currency. 34 13.22. Injunctions. 34 13.23. Binding Effect. 35 13.24. Severability. 35 13.25. No Admissions. 35 13.26. Senior Notes Settlement. 36 TABLE OF EXHIBITS Exhibit Name A Glossary of Defined Terms B List of Plan Documents C Term Sheet for New Preferred Shares MES International, Inc., GSI Group Inc. and GSI Group Corporation, debtors and debtors in possession in the above-captioned chapter 11 cases for which joint administration has been granted, hereby collectively and jointly propose the following chapter 11 plan of reorganization:
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Treatment of Executory Contracts and Unexpired Leases 
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Related to Treatment of Executory Contracts and Unexpired Leases

  • Contracts and Leases Schedule 4.10 sets forth a true and complete list of all Leases and executory Contracts of the Company that are material to the Business, and Sellers have delivered to Buyer true and complete copies of all such Leases and Contracts, each as amended as of the Agreement Date (the “Material Contracts”). Subject to receipt of the Necessary Consents and compliance with Section 6.10 and subject to the entry of the Sale Order, and any ancillary orders of the Bankruptcy Court pertaining to assumption and assignment of Contracts (a) each of the Material Contracts is in full force and effect and constitutes a valid and binding obligation of the Company or Sellers, and, to the Knowledge of Sellers, each other party thereto, and (b) except as a result of the commencement of the Bankruptcy Cases, the Company or Sellers are not in breach or default in any material respect under any of the Material Contracts and, to the Knowledge of Sellers, the other parties to such Contracts are not in breach or default in any material respect thereunder (and in each such case, to the Knowledge of Sellers, no event exists that with the passage of time or the giving of notice would constitute such material breach or default in any material respect, result in a loss of material rights, result in the payment of any damages or penalties or result in the creation of any Liens thereunder or pursuant thereto other than Permitted Liens); except (i) for those defaults that will be cured in accordance with the Sale Order, are not required to be cured pursuant to section 365(b)(1)(A) of the Bankruptcy Code, or waived in accordance with section 365 of the Bankruptcy Code, or (ii) to the extent such breach or default would not reasonably be expected to have a Seller Material Adverse Effect. Except for filings in the Chapter 11 Cases, to Sellers’ Knowledge, none of the Material Contracts have been cancelled or otherwise terminated by the Company or Sellers, and neither the Company nor Sellers have not delivered any written notice to any counterparty to such Material Contract regarding any such cancellation or termination by the Company or Sellers.

  • Property Contracts Purchaser shall assume at Closing the obligations under the Property Contracts assumed by Purchaser; however, operating expenses shall be prorated under Section 5.4.2.

  • Certain Contracts and Arrangements (a) Section 3.7(a) of the Transferor Disclosure Schedule sets forth a true and complete list, as of the date hereof, of the following Contracts (including currently effective amendments and modifications thereto), other than commitments to issue owner’s title insurance policies and owner’s title insurance policies, to which the Company is a party, by which any of its properties are bound or that relate to the conduct of the Business (collectively, the “Material Agreements”): (i) agreements involving payments to or from the Company of at least $75,000 per year; (ii) vendor or similar agreements involving payments to or from the Company in excess of $75,000 per year; (iii) Contracts, or a group of related Contracts with the same party, for the purchase, sale or distribution of equipment, supplies, products or services, under which the undelivered balance of such equipment, supplies, products or services has a price in excess of $75,000; (iv) Contracts, loan agreements, letters of credit, repurchase agreements, mortgages, security agreements, guarantees, pledge agreements, trust indentures, promissory notes, lines of credit and similar documents in each case relating to Indebtedness; (v) real property leases calling for payments by the Company of amounts greater than $75,000 per year; (vi) partnership, royalty or joint venture agreements; (vii) Contracts limiting the ability of the Company to compete in any line of business or with any Person or in any geographic area; (viii) Contracts relating to any outstanding commitment for capital expenditures; (ix) (A) Collective Bargaining Agreements between the Company and any Person, (B) Employment Agreements between the Company and any Person, and (C) Contracts between the Company and any Independent Contractor and (D) the Company Plans, in each instance excluding at-will employment or Independent Contract or arrangements that may be terminated by the Company without notice and without Liability; (x) Contracts not entered into in the ordinary course of the Business; (xi) Contracts for the acquisition or disposition of real property, capital stock or other businesses; (xii) Contracts providing for indemnification of any officer, employee, member, manager or director of the Company; (xiii) agency, distributor, dealer, sales, marketing or similar agreements or arrangements with any Person that generates or refers business to the Company; (xiv) all verbal Contracts (excluding at-will employment or Independent Contract or arrangements that may be terminated by the Company without notice and without Liability); and (xv) Contracts not otherwise disclosed in (i) — (xiv) above that are currently in effect and to which the Company or its respective properties are bound that are material to the Business. (b) Except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and provided that any indemnity, contribution and exoneration provisions contained in any such Material Agreement may be limited by applicable Laws and public policy, each Material Agreement (i) to the extent that the Company is a party to such Material Agreement, constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, (ii) is in full force and effect as of the Execution Date and (iii) will be in full force and effect upon the consummation of the transactions contemplated by this Agreement. (c) There is not under any Material Agreement any default or event, that, with notice or lapse of time or both, would reasonably be expected to constitute a default on the part of any of the parties thereto, except such events of default and other events as to which requisite waivers or consents have been obtained. (d) The Company has not (i) received written notice of, and there has not occurred, any breach of or violation or default under any Material Agreement or any condition which with the passage of time or the giving of notice or both would result in such a violation or default under any Material Agreement, or (ii) received written notice of the desire of the other party or parties to any such Material Agreement to exercise any rights such party has to cancel, terminate, renegotiate or repudiate such contract or exercise remedies thereunder. (e) True and complete copies of all Material Agreements to which the Company is a party or is bound have been delivered or made available to HSE by Transferor. The Company is not party to or bound by any Contract (other than the Material Agreements) that cannot be terminated by the Company on less than ninety (90) days notice without penalty.

  • Contracts; No Defaults (a) Schedule 4.10 contains a complete and accurate list of, and Seller has delivered to Buyer true and complete copies of: (i) each Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of US $100,000; (ii) each Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of US $50,000; (iii) each Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of US $50,000; (iv) each lease agreement, license, installment and conditional sale agreement, and other Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than US $25,000 and with terms of less than one year); (v) each licensing agreement or other Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property; (vi) each joint venture, partnership, and other Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person; (vii) each Contract between or including the Company and an Affiliate; (viii) each Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person; (ix) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and (x) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) Seller (and each Affiliate of Seller) does not have any rights under or any obligation or liability under and does not have the right to require or will not become subject to, any Contract that relates to the business of, or any of the assets owned or used by, the Company; (c) To the Knowledge of Seller or the Company, no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (i) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (ii) assign to the Company or to any other Person any rights to any invention, improvement, or discovery; (d) With respect to each Contract identified or required to be identified in Schedule 4.10, (i) the Contract is legal, valid, binding, enforceable and in full force and effect; (ii) the Contract will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no party is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification or acceleration, under the Contract; and (iv) no party has repudiated any provision of the Contract; (e) The Company has not given to or received from any other Person, at any time since January 1, 2005, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract; and (f) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company under current or completed Contracts with any Person and, to the Knowledge of Seller or the Company, no such Person has made written demand for such renegotiation.

  • Prior Contracts This Contract supersedes and terminates, as of the date hereof, all prior contracts between the Fund and the Custodian relating to the custody of the Fund's assets.