Transferred Liabilities. As of the Closing Date, the Purchaser shall assume the following obligations and liabilities of the Seller:
Transferred Liabilities. The liabilities and obligations of Holdings to be allocated to, assumed by and vested in Acquiror Sub in the Merger pursuant to Section 1.4 hereof (the "Transferred Liabilities") shall be those liabilities and obligations of Holdings set forth on Schedule IV hereto, whether direct or indirect, known or unknown, absolute or contingent.
Transferred Liabilities. Purchaser shall assume as of the Effective Time and pay, perform and discharge as of or after the Effective Time, as the case may be, only the following duties, obligations, and liabilities of Seller arising from and after the Effective Time (the “Transferred Liabilities”):
Transferred Liabilities. Subject to the terms and conditions of this Agreement, at the Closing, Purchaser or one of its Subsidiaries shall assume and thereafter pay, perform and discharge all Liabilities, whether arising out of or relating to any circumstance, condition, occurrence or event happening before, on or after the Closing, whether due or to become due, arising out of, relating to or otherwise in respect of the Business or the operation or conduct of the Business including the following Liabilities; provided, that the Transferred Liabilities shall not include the Retained Liabilities (collectively, the “Transferred Liabilities”);
Transferred Liabilities. Subject to the terms and conditions of this Agreement, on the Closing Date, the Buyer (or one or more Buyer Designees) shall assume and become responsible for, perform, discharge and pay when due the Transferred Liabilities. For the avoidance of doubt, the Assets Sellers will retain, and will be responsible for paying, performing and discharging when due, and the Buyer and its Affiliates will not assume or have any responsibility for the Excluded Liabilities.
Transferred Liabilities. All the liabilities, obligations and commitments of the Seller and its subsidiaries (including the Subsidiary Transferors but excluding the Transferred Entities) to the extent related to the Business, including the following liabilities but excluding the Excluded Liabilities:
Transferred Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing and effective as of the Closing Date, the Purchaser shall assume and become responsible for, perform, discharge and pay as and when due the Liabilities of CECA related to the Transferred Assets, the Anticipated Voluntary Transferred Employees and the CECA Transferred Employees or the Business (the "Transferred Liabilities"), including:
Transferred Liabilities. 3.1 Subject to the terms and conditions of this Agreement on the “Closing Date”, the NCOC agrees to assume responsibility for all known material contracts and liabilities of the EGCOC, particulars of which have been provided to the NCOC, and as are listed on Schedules “C” and E” attached hereto, provided that NCOC has the right to adopt or to negotiate an amendment or termination of these contracts as NCOC may determine is appropriate (the “Assumed Contracts and Liabilities”).
Transferred Liabilities. Premiere shall assume at the Closing, all the ----------------------- liabilities and obligations of the Company arising under or out of the VPC Interest (the "Transferred Liabilities"). EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.4, PREMIERE SHALL NOT ASSUME OR BECOME LIABLE UNDER ANY OTHER CONTRACT OR AGREEMENT OF THE COMPANY OR FOR ANY OTHER INDEBTEDNESS, OBLIGATION OR LIABILITY OF THE COMPANY.
Transferred Liabilities. 32 7.17 Interim Financial Statements...................................... 32 7.18 Further Assurances................................................ 33 ARTICLE 8 -- CONDITIONS PRECEDENT........................................ 33 8.1 Conditions to Obligations of FLIR................................. 33 8.2 Conditions to Obligations of Stockholders......................... 34
