During the pendency of the Chapter 11 Cases, if it is discovered that a Contract should have been listed in [Schedule 2.6(a)] but was not listed in [Schedule 2.6(a)] (any such Contract, a “Previously Omitted Contract”), Sellers shall, promptly following the discovery thereof (but in no event later than five (5) Business Days following the discovery thereof), notify Purchaser in writing of such Previously Omitted Contract. Purchaser shall

If Purchaser designates a Previously Omitted Contract as “Assumed” in accordance with Section 2.6(c)(i), (A) the Schedules to this Agreement, including [Schedules 2.1(l)], 2.3(b) and 2.6(a), as applicable, shall be amended to include # such Previously Omitted Contract as an Assumed Contract and # all Cure Amounts and other Assumed Liabilities related to such Previously Omitted Contract and # Sellers shall file and serve a Notice (the “Previously Omitted Contract Notice”) on the counterparties to such Previously Omitted Contract notifying such counterparties of Sellers’ intention to assign and Purchaser’s intention to assume such Previously Omitted Contract in accordance with this Section 2.6, including the proposed Cure Amount (if any). The Previously Omitted Contract Notice shall provide the counterparties to such Previously Omitted Contract with fourteen (14) calendar days after service of a Previously Omitted Contract Notice to file and serve on the Cure Objection Notice Parties (as defined in the Bidding Procedures Order) an objection to the assumption of its Contract. If the counterparties, HoldCos and Purchaser are unable to reach a consensual resolution with respect to the objection, Sellers will seek an expedited hearing before the Bankruptcy Court to seek approval of the assumption and assignment of such Previously Omitted Contract, which hearing may occur after the Closing with the consent of Purchaser. If no objection is timely served on HoldCos and Purchaser as to a Previously Omitted Contract that Purchaser has elected to have assumed and assigned to Purchaser, and Purchaser has not otherwise provided Sellers with notice of its election to not assume such Previously Omitted Contract, then such Previously Omitted Contract shall be deemed assumed by the applicable Seller and assigned to Purchaser pursuant to the Sale Order; provided, that Purchaser shall pay the post-Closing administrative claims incurred on account of any Previously Omitted Contracts that are assumed and assigned (but solely to the extent such post-Closing administrative claims were incurred prior to the earlier of # when such Previously Omitted Contracts are assumed by Purchaser and # Purchaser’s election to not assume such Previously Omitted Contract, which election may be made by Purchaser at any time in its sole discretion by written notice to Sellers). Sellers and Purchaser shall execute, acknowledge and deliver such other instruments and take commercially reasonable efforts as are reasonably practicable for Purchaser to assume the rights and obligations under such Previously Omitted Contract, including with respect to payment of the applicable Cure Amount (if any).

Contracts. Unless otherwise expressly provided herein, references to agreements and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto, but only to the extent such amendments and other modifications are not prohibited by the terms of any Loan Document.

Contracts. Seller has caused the Company to deliver to Buyer complete and correct copies of all written contracts, together with amendments thereto, and accurate descriptions of all material terms to any oral contracts, which are in full force and effect. No event has occurred that constitutes a default or may result in a right of acceleration, termination or any similar right by any party (or which, but for the passage of time or the giving of notice, would constitute a default or result in such a right of acceleration, termination or similar right) under any existing Company contract, it being understood that as of the date of Closing, two contracts between the Company and its former affiliates shall terminate and be of no further force or effect, being # ​ – TESI Service Agreement dated December 1, 2009, and # Tidewater Utilities, Inc. – TESI Service Agreement dated July 26, 2006.

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 [[Organization A:Organization]] or, to [[Organization A:Organization]]’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.

Awards Previously Granted. Notwithstanding any other provision of the Plan to the contrary, no termination, amendment, suspension, or modification of the Plan or an Award Agreement shall adversely affect in any material way any Award previously granted under the Plan, without the written consent of the Participant holding such Award or any predecessor plans.

thereafter deliver written notice to Sellers, no later than the date that is the later of # the Closing Date and # thirty (30) calendar days following notice of such Previously Omitted Contract from Seller, designating such Previously Omitted Contract as “Assumed” or “Excluded” (a “Previously Omitted Contract Designation”). A Previously Omitted Contract designated in accordance with this Section 2.6(c)(i) as “Excluded,” or with respect to which Purchaser fails to timely deliver a Previously Omitted Contract Designation, shall be deemed an Excluded Contract.