Assumption of Contracts and Leases. On the Effective Date, each Executory Contract and Unexpired Lease shall be deemed assumed, without the need for any further notice to or action, order, or approval of the Bankruptcy Court, under section 365 of the Bankruptcy Code and the payment of Cures, if any, shall be paid in accordance with [Article V].C. of the Plan. The assumption of Executory Contracts and Unexpired Leases hereunder may include the assignment of certain of such contracts to Affiliates. 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, options, rights of first refusal, and any other interests. Modifications, amendments, supplements, and restatements to prepetition Executory Contracts and Unexpired Leases that have been executed by the Debtors during the Chapter 11

Bill of Sale, Assignment and Assumption. A Bill of Sale, Assignment and Assumption of Leases and Contracts in the form of [Exhibit C] attached hereto (the “Assignment”), executed by ​;

At Closing, Buyer shall deliver to Seller # an executed version of the final closing statement prepared by the Title Company, # the balance of the Purchase Price due, # Buyer’s assumption of those Contracts assigned to Buyer and # Buyer’s assumption of the Leases.

Leases. Each Loan Party and its Subsidiaries enjoy peaceful and undisturbed possession under all leases material to their business and to which they are parties or under which they are operating, and, subject to Permitted Protests, all of such material leases are valid and subsisting and no material default by the applicable Loan Party or its Subsidiaries exists under any of them.

Leases. None of the Properties is subject to any Lease, other than the Leases set forth on [Schedule 4.1.26] hereto. With respect to each Property, the Borrower that owns the Property also is the owner and lessor of all of the landlord’s interest in each of the Leases at that Property. No Person has any possessory interest in any Property or right to occupy the same except under and pursuant to the provisions of one of the Leases or a sublease, license, assignment or occupancy agreement thereunder. Each of the current Leases is in full force and effect and, to each Borrower’s knowledge, there are no defaults thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. The copies of the Leases delivered to the Agent are true and complete, and there are no oral agreements with respect thereto. No Rent (including security deposits) has been paid more than one (1) month in advance of its due date. All work to be performed by any Borrower prior to the date hereof under each Lease has been performed as required in such Lease and has been accepted by the applicable Tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements, except as expressly set forth in such Leases, required to be given by any Borrower to any Tenant prior to the date hereof has already been received by such Tenant. No Tenant under any Lease has assigned its Lease or sublet all or any portion of the premises demised thereby. No Tenant holds its leased premises under assignment, nor, to each Borrower’s knowledge, does anyone except such Tenant and its employees occupy such leased premises. No Tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of any Property of which the leased premises are a part. No Tenant under any Lease has any right or option for additional space in any Improvements. Each Borrower is in compliance with all Legal Requirements relating to security deposits. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of any Rents to be received thereunder that remains in effect.

Leases. All of ​’s right, title and interest, without warranty except as may be expressly provided herein, in all leases of the Real Property (other than License Agreements), including leases which may be made by ​ after the Effective Date and prior to Closing as permitted by this Agreement (the “Leases”).

Contracts. With regard to all Contracts that are excluded from the definition of the term “Collateral,” each Grantor covenants and agrees to exercise all of its material rights and remedies under such Contracts to which it is a party in a commercially reasonable manner consistent with the interests of the Administrative Agent and the other Secured Parties and not to take any action thereunder in contravention of the terms and provisions of the Loan Documents. Each Grantor will use commercially reasonable efforts not to enter into any Specified Contract (including leases and IP Licenses) that by its terms prohibits the assignment of such Grantor’s rights and interest thereunder in the manner contemplated by this Agreement. As to all Material Real Property consisting of leased property of any Grantor located in a jurisdiction which provides for liens of landlords imposed by statute, such Grantor shall use commercially reasonable efforts to obtain waivers from the landlords of all such real estate, in form and content reasonably acceptable to the Administrative Agent.

Contracts. Except as set forth on [Schedule 4.16], each of the Assumed Contracts is assignable to Purchaser without the consent of a party other than Purchaser, remains in full force and effect and is otherwise enforceable. Except a set forth on [Schedule 4.16], no event has occurred or circumstance exists which, with the giving of notice or the lapse of time or both, would constitute a default or an event of default by ​ or, to ​’s Knowledge, any third party under any of the Assumed Contracts.

Contracts. Each of the Contracts listed in [Schedule 3.16] (collectively, the “Material Contracts”) is valid and binding on the Company and in full force and effect and, assuming due execution and delivery by the other parties thereto, is enforceable in accordance with its terms by the Company. The Company is not in breach or default under any Material Contract, nor does any condition exist that, with notice or lapse of time or both, would constitute a breach or default in any respect thereunder by the Company or that would result in material liability to the Company. To the Knowledge of the Company, # no other party to any Material Contract is in default thereunder and # no condition exists that with notice or lapse of time or both would constitute a default in any material respect by any such other party thereunder. The Company has not received notice of any termination or cancellation of any Material Contract and to the Company’s Knowledge, no other party to a Material Contract has plans to terminate or cancel such Material Contract. The Company has not and, to the Knowledge of the Company, no other party to any Material Contract has repudiated any material provision of any Material Contract. The Company is not disputing and, to the Knowledge of the Company, no other party to such Material Contract is disputing, any material provision of any Material Contract. None of the parties to any Material Contract is renegotiating any material amounts paid or payable to or by the Company under such Material Contract or any other material term or provision thereof.

Contracts. Except for matters which are not reasonably likely to have a Material Adverse Effect and those contracts that are substantially or fully performed or expired by their terms, the contracts listed as exhibits to or described in the SEC Reports that are material to the Company and all amendments thereto, are in full force and effect on the date hereof, and neither the Company nor, to the Company’s knowledge, any other party to such contracts is in breach of or default under any of such contracts.