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11 U.S.C. § 365

Executory contracts and unexpired leases

United States · Title 11 — BANKRUPTCY · Status: effective

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11 U.S.C. § 365, Executory contracts and unexpired leases, United States, version 1 as recorded 2026-07-09, yourstate.us, https://yourstate.us/provision/436784
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If there has been a default in an executory contract or unexpired lease of the debtor, the trustee may not assume such contract or lease unless, at the time of assumption of such contract or lease, the trustee— Paragraph (1) of this subsection does not apply to a default that is a breach of a provision relating to— For the purposes of paragraph (1) of this subsection and paragraph (2)(B) of subsection (f), adequate assurance of future performance of a lease of real property in a shopping center includes adequate assurance— The trustee may not assume or assign any executory contract or unexpired lease of the debtor, whether or not such contract or lease prohibits or restricts assignment of rights or delegation of duties, if— Subject to subparagraph (B), an unexpired lease of nonresidential real property under which the debtor is the lessee shall be deemed rejected, and the trustee shall immediately surrender that nonresidential real property to the lessor, if the trustee does not assume or reject the unexpired lease by the earlier of— Notwithstanding a provision in an executory contract or unexpired lease, or in applicable law, an executory contract or unexpired lease of the debtor may not be terminated or modified, and any right or obligation under such contract or lease may not be terminated or modified, at any time after the commencement of the case solely because of a provision in such contract or lease that is conditioned on— Paragraph (1) of this subsection does not apply to an executory contract or unexpired lease of the debtor, whether or not such contract or lease prohibits or restricts assignment of rights or delegation of duties, if— The trustee may assign an executory contract or unexpired lease of the debtor only if— Except as provided in subsections (h)(2) and (i)(2) of this section, the rejection of an executory contract or unexpired lease of the debtor constitutes a breach of such contract or lease— if such contract or lease has been assumed under this section or under a plan confirmed under chapter 9, 11, 12, or 13 of this title— if before such rejection the case has been converted under section 1112, 1208, or 1307 of this title— If the trustee rejects an unexpired lease of real property under which the debtor is the lessor and— If the trustee rejects a timeshare interest under a timeshare plan under which the debtor is the timeshare interest seller and— If such purchaser remains in possession— If the trustee rejects an executory contract under which the debtor is a licensor of a right to intellectual property, the licensee under such contract may elect— to retain its rights (including a right to enforce any exclusivity provision of such contract, but excluding any other right under applicable nonbankruptcy law to specific performance of such contract) under such contract and under any agreement supplementary to such contract, to such intellectual property (including any embodiment of such intellectual property to the extent protected by applicable nonbankruptcy law), as such rights existed immediately before the case commenced, for— If the licensee elects to retain its rights, as described in paragraph (1)(B) of this subsection, under such contract— the licensee shall be deemed to waive— If the licensee elects to retain its rights, as described in paragraph (1)(B) of this subsection, then on the written request of the licensee the trustee shall— Unless and until the trustee rejects such contract, on the written request of the licensee the trustee shall— to the extent provided in such contract or any agreement supplementary to such contract—

Legislative history

The public laws that enacted or amended this section. Tallies are for the whole bill as it passed each chamber — often an omnibus covering far more than this provision — not a vote on this section alone.

  • Enacted byPub. L. 95-598(H.R. 8200)1978-11-06
    A bill to establish a uniform law on the subject of bankruptcies.
    House: no recorded tallySenate: no recorded tally
  • Amended byPub. L. 98-353(H.R. 5174)1984-07-10
    Bankruptcy Amendments and Federal Judgeship Act of 1983
    House: no recorded tallySenate: no recorded tally
  • Amended byPub. L. 99-554(H.R. 5316)1986-10-27
    Bankruptcy Judges, United States Trustees, and Family Farmer Bankruptcy Act of 1986
    House: no recorded tallySenate: no recorded tally
  • Amended byPub. L. 100-506(S. 1626)1988-10-18
    Intellectual Property Bankruptcy Protection Act of 1987
    House: no recorded tallySenate: no recorded tally
  • Amended byPub. L. 101-647(S. 3266)1990-11-29
    Crime Control Act of 1990
    House: 313–1Senate: no recorded tally
  • Amended byPub. L. 102-365(H.R. 2607)1992-09-03
    Rail Safety Enforcement and Review Act
    House: no recorded tallySenate: no recorded tally
  • Amended byPub. L. 103-394(H.R. 5116)1994-10-22
    Bankruptcy Reform Act of 1994
    House: no recorded tallySenate: no recorded tally
  • Amended byPub. L. 103-429(H.R. 4778)1994-10-31
    To codify without substantive change recent laws related to transportation and to improve the United States Code.
    House: no recorded tallySenate: no recorded tally
  • Amended byPub. L. 109-8(S. 256)2005-04-20
    Bankruptcy Abuse Prevention and Consumer Protection Act of 2005
  • Amended byPub. L. 116-260(H.R. 133)2020-12-27
    Consolidated Appropriations Act, 2021
    House: no recorded tallySenate: no recorded tally