Assignment and Assumption of Assumed Contracts. Seller Parties, to the extent permitted by applicable law, hereby assign to Buyer all of Seller Parties' right, title and interest in, to and under the Assumed Contracts and Buyer hereby assumes and agrees to pay, perform, fulfill and otherwise discharge when due all Liabilities relating to or arising from an Assumed Contract, but only to the extent such Liabilities do not relate to or arise from (a) a breach or failure to perform when due any of the terms of the Assumed Contracts prior to the Closing Date or (b) any action, omission or occurrence taking place prior to the Closing Date and resulting in any Liability under such Assumed Contracts.
Appears in 1 contract
Samples: Asset Purchase Agreement (American Caresource Holdings, Inc.)
Assignment and Assumption of Assumed Contracts. Seller Parties, to the extent permitted by applicable law, hereby assign to Buyer all of Seller Parties' right, title and interest in, to and under the Assumed Contracts and Buyer hereby assumes and agrees to pay, perform, fulfill and otherwise discharge when due all Liabilities relating to or arising from an Assumed Contract, but only to the extent such Liabilities do not relate to or arise from (a) a breach or failure to perform when due any of the terms of the Assumed Contracts prior to the Closing Date or (b) any action, omission or occurrence taking place prior to the Closing Date and resulting in any Liability under such the Assumed Contracts.
Appears in 1 contract
Samples: Asset Purchase Agreement (American CareSource Holdings, Inc.)
Assignment and Assumption of Assumed Contracts. Seller Parties, to the extent permitted by applicable law, hereby assign to Buyer all of Seller Parties' right, title and interest in, to and under the Assumed Contracts and Buyer hereby assumes and agrees to pay, perform, fulfill and otherwise discharge when due all Liabilities relating to or arising from an Assumed Contract, but only to the extent such Liabilities do not relate to or arise from (ai) a breach or failure to perform when due any of the terms of the Assumed Contracts prior to the Closing Date or (bii) any action, omission or occurrence taking place prior to the Closing Date and resulting in any Liability under such Assumed Contracts.
Appears in 1 contract
Samples: Purchase Agreement (American Caresource Holdings, Inc.)
Assignment and Assumption of Assumed Contracts. Seller Parties, to the extent permitted by applicable lawLaw, hereby assign to Buyer all of Seller Parties' right, title and interest in, to and under the Assumed Contracts and Buyer hereby assumes and agrees to pay, perform, fulfill and otherwise discharge when due all payment and/or performance obligations and all other Liabilities of Seller Parties relating to or arising from an out of any Assumed Contract, but only to the extent such Liabilities do not relate to or arise from (a) a breach or failure to perform when due any of the terms of the Assumed Contracts prior to the Closing Date or (b) any action, omission or occurrence taking place prior to the Closing Date and resulting in any Liability under such Assumed ContractsClosing.
Appears in 1 contract
Samples: Purchase Agreement (American CareSource Holdings, Inc.)