3Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, at the Closing, Buyer shall assume and agree to perform and discharge, when due (in accordance with their respective terms and subject to the respective conditions thereof), the following Liabilities (collectively, the “Assumed Liabilities”):
3Assumed Liabilities. Subject to the terms and conditions of this Agreement and the Ancillary Agreements, Buyer Parties agree, at the Closing, to assume the Liabilities of Seller Parties arising under the Acquired Contracts, Effluent Easements and Acquired Assets to the extent relating to each Buyer Parties' respective ownership, management, control, operation or conduct of the Business or the Acquired Assets after the Closing Date and based on events or circumstances first occurring after the Closing Date, excluding Liabilities to the extent attributable to any breach of, default under or failure to perform the Acquired Contracts and Effluent Easements initiated, occurring or existing on or prior to the Closing Date or any Seller Parties' ownership, management, control, operation or conduct of the Acquired Assets on or prior to the Closing Date (collectively, the "Assumed Liabilities").
3Assumed Liabilities. Subject to the terms and conditions set forth in this Agreement, at the Closing, the Seller shall and shall cause the Selling Affiliates, to assign to Purchaser and Purchaser shall assume, and agree to pay or otherwise perform or discharge when due, the Assumed Liabilities. As used in this Agreement, the term “Assumed Liabilities” means, except as expressly provided for otherwise in this Section 2.3 or Section 2.4, any and all Liabilities arising out of, in respect of or related to (i) the use, ownership, possession, conduct or operation of the Purchased Assets, (ii) the Exploitation of the Subject Products, or (iii) the conduct or operation of the Business, in each case, on or after the Closing Date, including:
3Assumed Liabilities. (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Seller shall, and shall cause its Affiliates to, sell, convey (including by operation of law), deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Seller and its applicable Affiliates, the Assumed Liabilities. Buyer shall pay, perform and discharge when due all of the Assumed Liabilities.
3Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume, pay, satisfy, perform and discharge when due only the following liabilities and obligations of Sellers with respect to the Purchased Assets, the Spring Valley Business and the Additional Spring Valley Business (collectively, the “Assumed Liabilities”):
3Assumed Liabilities. At the Closing, Buyer will assume the liabilities and obligations of Sellers set forth on Schedule 4.
3Assumed Liabilities. (a)At Closing, Purchaser shall assume as of the Closing Date and shall pay, perform and discharge when due the following Liabilities of Seller (referred to as the “Assumed Liabilities”):
3Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Operating Partnership shall assume from the Contributor and thereafter pay, perform or discharge in accordance with their terms all of the liabilities of the Contributors (the “Assumed Liabilities”).
3Assumed Liabilities. On the terms and subject to the conditions of this Agreement, Buyer agrees to assume on the Closing Date the following agreements and liabilities of the Business (the “Assumed Liabilities”):
3Assumed Liabilities. On the Closing Date, Buyer or one or more Buyer Designee shall execute and deliver to Seller each Xxxx of Sale and Assignment and Assumption Agreement and one or more Lease Assignments (if any) or Subleases (if any) pursuant to which Buyer or any such Buyer Designee shall accept, assume and agree to pay, perform or otherwise discharge, in accordance with the respective terms and subject to the respective conditions thereof, the Assumed Liabilities. For purposes of this Agreement, “Assumed Liabilities” means the liabilities and obligations set forth or described in paragraphs (a) through (c) below, whether or not any such liability or obligation has a value for accounting purposes or is carried or reflected on or specifically referred to in either Seller’s or a Subsidiary’s books or financial statements:
