Acceptance and Assumption of Transferred Intellectual Property Liabilities Sample Clauses

Acceptance and Assumption of Transferred Intellectual Property Liabilities. Subject to the terms and conditions of this Agreement, effective as of the Distribution, Conduent shall, and shall cause the applicable members of its Group to, accept, assume and agree faithfully to perform, discharge and fulfill the Transferred Intellectual Property Liabilities in accordance with their respective terms. Conduent shall, and shall cause the applicable members of its Group to, be responsible for all Transferred Intellectual Property Liabilities, regardless of when or where such Transferred Intellectual Property Liabilities arose or arise, or whether the facts on which they are based occurred prior to, at or subsequent to the Distribution, regardless of where or against whom such Transferred Intellectual Property Liabilities are asserted or determined or whether asserted or determined prior to the date of this Agreement. Notwithstanding the foregoing, for the avoidance of doubt, the scope of Conduent’s obligations with respect to any Common Infrastructure Liabilities shall be co-extensive with, and not greater than, the scope of Xerox’s obligations with respect to Common Infrastructure Liabilities.
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Acceptance and Assumption of Transferred Intellectual Property Liabilities. Subject to the terms and conditions of this Agreement, effective as of the Distribution, CoalCo shall accept, assume and agree faithfully to perform, discharge and fulfill the Transferred Intellectual Property Liabilities in accordance with their respective terms. CoalCo shall be responsible for all Transferred Intellectual Property Liabilities, regardless of when or where such Transferred Intellectual Property Liabilities arose or arise, or whether the facts on which they are based occurred prior to, at or subsequent to the Distribution, regardless of where or against whom such Transferred Intellectual Property Liabilities are asserted or determined or whether asserted or determined prior to the date of this Agreement. Notwithstanding the foregoing, for the avoidance of doubt, the scope of CoalCo’s obligations with respect to any Common Infrastructure Liabilities shall be co-extensive with, and not greater than, the scope of Parent’s obligations with respect to Common Infrastructure Liabilities.
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Related to Acceptance and Assumption of Transferred Intellectual Property Liabilities

  • Assignment and Assumption of Liabilities Seller hereby assigns to Split-Off Subsidiary, and Split-Off Subsidiary hereby assumes and agrees to pay, honor and discharge all debts, adverse claims, liabilities, judgments and obligations of Seller as of the Effective Time, whether accrued, contingent or otherwise and whether known or unknown, including those arising under any law (including the common law) or any rule or regulation of any Governmental Entity or imposed by any court or any arbitrator in a binding arbitration resulting from, arising out of or relating to the assets, activities, operations, actions or omissions of Seller, or products manufactured or sold thereby or services provided thereby, or under contracts, agreements (whether written or oral), leases, commitments or undertakings thereof, but excluding in all cases the obligations of Seller under the Transaction Documentation (all of the foregoing being referred to herein as the “Assigned Liabilities”). The assignment and assumption of Seller’s assets and liabilities provided for in this Article I is referred to as the “Assignment.”

  • Assignment and Assumption of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Seller.

  • Transfer of Assets and Assumption of Liabilities (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization:

  • Xxxx of Sale and Assignment Xxxx of Sale and Assignment for the Property (the “Xxxx of Sale”) executed by Seller and Purchaser assigning to Purchaser the Tangible Personal Property, in the form attached to this Agreement as Exhibit D.

  • Assumption of Assumed Liabilities Buyer hereby assumes and agrees to honor, pay and discharge when due the Assumed Liabilities.

  • Assignment and Assumption of Leases Two (2) counterparts of the Assignment and Assumption of Leases, executed, acknowledged and sealed by Purchaser;

  • Payoffs and Assumptions The Seller shall provide to the Purchaser, or its designee, copies of all assumption and payoff statements generated by the Seller on the related Mortgage Loans from the related Cut-off Date to the related Transfer Date.

  • Assignment and Assumption Agreements Purchaser shall have executed and tendered to Seller the Assignment and Assumption Agreements.

  • Assignment and Assumption Agreement The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

  • Assignment and Assumption Consent Effective as of the First Amendment Effective Date, for agreed consideration, XXX hereby irrevocably sells and assigns to MBL, and MBL hereby irrevocably purchases and assumes all rights and obligations in its capacity as Lender under the LC Reimbursement Agreement and other Credit Documents, including, without limitation, all of MBL’s rights and obligations with respect to the Collateral and Intercreditor Agreement and the Security Documents (as defined in the Collateral and Intercreditor Agreement, and such Security Documents together with the Collateral and Intercreditor Agreement are referred to herein as the “Security Documents”) (the “Lender Assignment”). Effective as of the First Amendment Effective Date and in accordance with Section 7.9 of the LC Reimbursement Agreement, the Account Party hereby consents to the Lender Assignment. SECTION 2.

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