Common use of Agreement to Assume Clause in Contracts

Agreement to Assume. At the Closing, Buyer shall assume and agree to discharge and perform when due, the liabilities and obligations of Seller (and only those liabilities of Seller) with respect to the Business which are enumerated in Section 3.2 (the “Assumed Liabilities”). Seller shall remain liable for all liabilities and obligations that are not Assumed Liabilities.

Appears in 2 contracts

Samples: Asset Purchase Agreement (UCI Holdco, Inc.), Asset Purchase Agreement (United Components Inc)

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Agreement to Assume. At On the terms and subject to the conditions contained in this Agreement, at the Closing, Buyer shall assume and agree to discharge and perform when due, the liabilities and obligations of Seller (and only those liabilities of Seller) with respect to the Business which are enumerated in Section 3.2 (the “Assumed Liabilities”). Seller shall remain liable for all liabilities and obligations that are not Assumed Liabilities.

Appears in 1 contract

Samples: Asset Purchase Agreement (KMG Chemicals Inc)

Agreement to Assume. At the ClosingClosing (as herein defined), Buyer Purchaser shall assume and agree to discharge and perform when due, the liabilities and obligations of Seller (and only those liabilities of Seller) with respect to the Business which are described in Section 2.2 (the "Assumed Liabilities"). All liabilities and obligations of Seller enumerated in Section 3.2 (the “Assumed 2.3 are collectively referred to herein as "Excluded Liabilities”)". Seller shall remain liable for all liabilities and obligations that are not Assumed the Excluded Liabilities.

Appears in 1 contract

Samples: Asset Purchase Agreement (Infocrossing Inc)

Agreement to Assume. At the ClosingClosing (as herein defined), Buyer Purchaser shall assume and agree to discharge and perform when due, the liabilities and obligations of Seller (and only those liabilities of Seller) with respect to the Business which are described in Section 2.2 (the "Assumed Liabilities"). All liabilities and obligations of Seller enumerated in Section 3.2 (the “Assumed 2.3 are collectively referred to herein as "Excluded Liabilities”). ." Purchaser shall not assume, and Seller shall remain liable for all liabilities and obligations that are not Assumed for, the Excluded Liabilities.

Appears in 1 contract

Samples: Asset Purchase Agreement (Danka Business Systems PLC)

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Agreement to Assume. At the Closing, Buyer Purchaser shall assume and agree to discharge and perform when due, due the liabilities and obligations of Seller (and only those liabilities of Seller) with respect to the Business which are enumerated described in Section 3.2 2.2 (the “Assumed Liabilities”). All other liabilities and obligations of Seller are collectively referred to herein as “Excluded Liabilities.” Seller shall remain liable for the Excluded Liabilities and shall pay, discharge and perform in full when due all liabilities and obligations that are not Assumed of the Excluded Liabilities.

Appears in 1 contract

Samples: Asset Purchase Agreement (America Service Group Inc /De)

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