Assignment and Assumption of Assumed Liabilities. On the terms and subject to the conditions set forth in the Asset Purchase Agreement, the Purchaser hereby assumes, and agrees to timely pay, perform and discharge in accordance with their terms, the Assumed Liabilities.
Assignment and Assumption of Assumed Liabilities. (a) Seller hereby assigns to Buyer, its successors and assigns, and Buyer hereby assumes, in accordance with the terms and conditions of the Purchase Agreement, the Assumed Liabilities. Notwithstanding anything in this Agreement to the contrary, except as specifically set forth in the Purchase Agreement, Buyer shall not assume nor be deemed to have assumed any debt, claim, obligation or other liability of Seller or any Affiliate of Seller, whether known or unknown, accrued or unaccrued, fixed or contingent, natural or unnatural, whether arising out of occurrences, events or actions prior to, at or after the Closing Date.
Assignment and Assumption of Assumed Liabilities. 3.1. Seller hereby transfers and assigns to Buyer, all of the Assumed Liabilities. Such transfer and assignment is effective as of the date hereof.
Assignment and Assumption of Assumed Liabilities. The Seller hereby assigns, sells, transfers and sets over (collectively, the “Assignment”) to the Purchaser the Assumed Liabilities. The Purchaser hereby accepts the Assignment and assumes and agrees to observe and perform all of the duties, obligations, terms, provisions and covenants of, and to pay and discharge when due, all of the Assumed Liabilities. Notwithstanding the foregoing, the Purchaser does not assume, or agree to pay, perform or discharge, any Liabilities of the Seller (including, without limitation, the Excluded Liabilities) other than the Assumed Liabilities, and the parties hereto agree that all such Liabilities, other than the Assumed Liabilities, will remain the sole responsibility of the Seller.
Assignment and Assumption of Assumed Liabilities. The Sellers hereby assign, sell, transfer and set over (collectively, the “Assignment”) to the Purchaser the Assumed Liabilities. The Purchaser hereby accepts the Assignment and assumes and agrees to pay or perform and discharge when due only the Assumed Liabilities. Notwithstanding the foregoing, the Purchaser does not assume, or agree to pay or perform and discharge when due, any Liabilities of the Sellers (including, without limitation, the Excluded Liabilities) other than the Assumed Liabilities, and the parties hereto agree that all such Liabilities, other than the Assumed Liabilities, will remain the sole responsibility of the Sellers.
Assignment and Assumption of Assumed Liabilities. Assignment and Assumption of Assumed Liabilities (“Agreement”), dated ________, 2008, is made by Diversified Product Inspections, LLC, a Tennessee limited liability (“Buyer”) in favor of Diversified Product Inspections, Inc., a Florida corporation (“Seller”). All capitalized terms used in this Agreement that are not defined herein shall have the respective meanings ascribed to them in the Settlement Agreement and Asset Purchase Agreement, dated as of September ___, 2008, (the “Asset Purchase Agreement”) by and among Buyer, Seller, Xxxx Xxx Xxxx, Xxx Xxxxxxx, and Xxxxxx Xxxxx (collectively, the “Management”) and Sofcon, Limited, a Belize corporation, EIG Venture Capital, Limited, a Belize corporation, and EIG Capital Investments, Limited, a Belize corporation (collectively, the “Plaintiffs”). Pursuant to the Asset Purchase Agreement, the undersigned agrees as follows:
Assignment and Assumption of Assumed Liabilities. Seller does hereby sell, assign, transfer and convey to Buyer all of the right, title and interest of Seller in, to and under the Assumed Liabilities set forth on Exhibit A hereto, together with any other rights, privileges and benefits belonging to or held by Seller thereunder. Buyer hereby agrees to pay, perform, and cause to be paid or performed, and otherwise to discharge or cause to be discharged, all debts, duties and other obligations of Seller relating to the Assumed Liabilities set forth on Exhibit A.
Assignment and Assumption of Assumed Liabilities. Seller hereby delegates to Buyer, and Buyer hereby assumes and agrees to discharge and perform, all of the Assumed Liabilities. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, Seller and its Affiliates retain, do not transfer and will pay, perform and discharge, as and when due, and Buyer does not assume or agree to pay, perform, or discharge, any of the Excluded Liabilities.
Assignment and Assumption of Assumed Liabilities. Pursuant to the requirements of the Purchase Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, as of the Closing, the Assignor hereby assigns to Assignee, and Assignee irrevocably and unconditionally assumes and becomes responsible for, all of the Assumed Liabilities.
Assignment and Assumption of Assumed Liabilities. At the Closing, Assignor shall assign and Assignee shall assume from Assignor (or acquire the Contributed Assets subject to) and thereafter pay, perform or discharge in accordance with their terms, all of the Assumed Liabilities.
