Acquired Liabilities Clause Samples

Acquired Liabilities. As of the Closing Date, Buyer shall assume, pay, and perform in accordance with their terms the following liabilities of Seller: 2.4.1 All liabilities and obligations to make monthly lease payments under the Real Property Sublease that become due after the Closing Date; 2.4.2 All Maintenance Obligations of the Seller that are due to be performed after the Closing Date; 2.4.3 All executory contracts to deliver services and products of the Business to Seller's End-User Customers that are due to be performed after the Closing Date; 2.4.4 All executory contracts to deliver services of the Business to Seller's Channel Partners that are due to be performed after the Closing Date;

Acquired Liabilities. At the Closing, the Purchaser shall assume and agree to pay and discharge the Acquired Liabilities.

Acquired Liabilities. Ten Stix hereby acknowledges the existence of a liability owed to Xpectra in the approximate amount of $110,000.00 and related to approximately 50 updated ProShuffle devices and parts in Xpectra's possession. Ten Stix hereby assumes this liability to Xpectra as more specifically set forth in the letter agreement attached hereto as Exhibit A, and agrees to conduct whatever negotiations are necessary to determine the final amount of this liability. Ten Stix also acknowledges the existence of liabilities owed to Jerry Delferro and Dick Stewart, each in the approximate value not e▇▇▇▇▇▇▇▇ $▇,▇▇0.00a▇▇ ▇▇▇ ▇▇▇▇ hereby assumes these liabilities and agrees to conduct whatever negotiations are necessary to determine the final value of each liability. Ten Stix also assumes and agrees to perform all of Summit's obligations under the ProShuffle leases that Ten Stix is acquiring pursuant to this APA.

Acquired Liabilities. At Closing, subject to the terms and conditions of this Agreement, Purchaser agrees to assume, timely pay and perform certain of the obligations or liabilities of Seller existing as of the Closing Date consisting of the following (collectively, the "Acquired Liabilities"): (a) All liabilities arising or accruing under the Contract Rights; and (b) Seller's trade payables as of the Closing Date; and (c) All liabilities arising as a result of the severance or termination of any employees of Seller who are employed by Purchaser on or after the Closing Date. Other than the Acquired Liabilities, no other obligations, liabilities, duties or responsibilities of Seller shall be assumed or acquired by Purchaser. Any and all other liabilities and obligations of Seller, known or unknown, liquidated or unliquidated, contingent or fixed, which are not among the Acquired Liabilities (collectively, the "Excluded Liabilities"), whether or not disclosed in this Agreement or any Schedule or Exhibit hereto, shall not be assumed by Purchaser and shall remain the liabilities and obligations of Seller. Seller shall pay, perform and discharge all of the Excluded Liabilities.

Acquired Liabilities. As of the Closing Date, Buyer shall assume, pay, and perform in accordance with their terms the following liabilities of Seller: 2.4.1 All executory contracts to deliver services and products of the Business to Seller's End-User Customers that are due to be performed after the Closing Date; 2.4.2 All executory contracts to deliver services of the Business to Seller's Channel Partners that are due to be performed after the Closing Date;

Acquired Liabilities. MFM covenants and agrees that as of the Effective Date debts, liabilities and obligations of MFM set forth in the following subsections (a) through (g) represent all of such debts, liabilities and obligations as of such date: a. Contracts, Leases, Agreements, Etc.; Liens. Schedule 5.1(a) sets forth a list (including, in the case of oral arrangements, a written description of all material terms thereof) of each lease, contract, agreement (including hold harmless agreements) or other commitments, written or otherwise, related to MFM and/or the Business or the Assets (as of March 31, 1997, or such later date as may be stated on such Schedule), including, without limitation, the following: (i) The purchase of any services, materials, inventory, services, supplies or equipment; (ii) The sale of assets, products or services (including customer purchase orders), which is in any way not yet performed; (iii) The lease of any equipment, furniture, furnishings, fixture, vehicles, machinery or any other personal property; or