Assignment and Assumption of Certain Liabilities Sample Clauses

Assignment and Assumption of Certain Liabilities. Subject to the further provisions of this Section 1, Seller hereby assigns and transfers to Buyer all of Seller’s right, title and interest in and to the following liabilities and obligations (collectively, the “Liabilities”), and Buyer hereby assumes and undertakes to pay, satisfy, perform and discharge all of such Liabilities, as of the Effective Time, in respect of all liabilities, duties and obligations of Seller under:
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Assignment and Assumption of Certain Liabilities. (a) As of the date hereof and with effect immediately prior to the Effective Time, Parent hereby transfers, contributes, assigns, and conveys to Subsidiary the Assumed Liabilities, including the Settled Liabilities, as set forth in Schedule 2.2(a). Subsidiary hereby accepts and assumes liability and responsibility for the Assumed Liabilities, including the Settled Liabilities. It is anticipated that the Settled Liabilities will be compromised or settled by Subsidiary (for itself or on behalf of Parent) pursuant to settlement and waiver agreements entered into with creditors of Parent or Subsidiary, also effective at the Effective Time.
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Assignment and Assumption of Certain Liabilities. 2.2.1 Subject to the terms and conditions set forth in this Agreement, at the Closing, the Asset Buyer(s) shall assume from the Debtors and thereafter be responsible for the payment and/or performance of, in accordance with their terms, only the following liabilities and obligations of the Debtors (collectively, the "Assumed Obligations"): (i) obligations under the Assumed Contracts first arising after the Closing, (ii) the "Pay to Stay Bonus" and "Performance Bonus" payments under the Debtors' Key Employee Retention Program in an amount not to exceed $1,200,000, (iii) obligations associated with the Assumed Plans, (iv) obligations with respect to any unused vacation or sick leave earned and accrued (to the extent not paid) by the Rehired Employees as of the Closing Date; (v) obligations with respect to Rehired Employees' wages and salary earned and accrued (to the extent not paid) as of the Closing Date and (vi) the Liabilities set forth on Schedule 2.2.1(vi) attached hereto; provided, that this Section 2.2.1 shall not limit any claims or defenses the Buyer or any Asset Buyer may have in respect of the Assumed Obligations against any Person other than the Debtors. The Debtors hereby acknowledge and agree that neither the Buyer nor any Asset Buyer is assuming from the Debtors, or is in any way responsible for, any of the Unassumed Liabilities.
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Assignment and Assumption of Certain Liabilities. Seller and ICL hereby sell, assign, transfer, convey and deliver to Purchaser all of their respective right, title and interest in and to the Operating Contracts, Customer Contracts and Licenses. Purchaser does hereby assume and agree to pay, perform and discharge, the following debts, liabilities, obligations and commitments of Seller and ICL:
Sample 1
Assignment and Assumption of Certain Liabilities. On the Closing Date, each Seller shall sell, assign, transfer, convey and deliver to Buyer, as of the Closing Date, all of such Seller’s right, title and interest in and to the Assumed Liabilities. On the Closing Date, Buyer shall assume and agree to observe and perform all of each Seller’s duties, obligations, terms, provisions and covenants of, and to pay and discharge when due, all of each Seller’s right, title and interest in and to the Assumed Liabilities sold, assigned, transferred, conveyed or delivered to Buyer.
Sample 1
Assignment and Assumption of Certain Liabilities. Seller hereby assigns, transfers and sets over to Purchaser all of its rights, benefits, duties and obligations under the leases, contracts and other agreements listed in SCHEDULE 1.2 (the "Contracts") and the additional payment obligations listed on SCHEDULE 1.2. The duties and obligations under the Contracts and the additional payment obligations listed in SCHEDULE 1.2 are collectively referred to herein as the "Assumed Liabilities." Purchaser hereby agrees faithfully to perform the Assumed Liabilities, but only to the extent that such duties and obligations have been expressly described in SCHEDULE 1.2. Purchaser does not assume or agree to pay or indemnify Seller or any other person or entity against any other liability, obligation, payable, duty or expense, whether presently existing or hereafter arising, including, without limitation, employee severance costs and accrued vacation, personal or sick time. Nor does Purchaser assume any contingent liabilities of Seller such as those associated with pending or threatened litigation. As of the Effective Date, Seller shall have terminated all of its employees and independent contractors. At the request of Purchaser, Seller shall assist Purchaser in hiring any former employees and retaining any independent contractors of Seller. Except for hiring the Shareholders as per Section 3.6, Purchaser is under no obligation to hire any employee or retain any independent contractor of Seller but is free to do so in its sole discretion. The Assets and the Contracts are collectively referred to herein as the "Purchased Assets."
Sample 1

Related to Assignment and Assumption of Certain Liabilities

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

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

  • 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:

  • Assumption of Certain Liabilities (a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assume, effective as of the Closing, and from and after the Closing Purchaser shall pay, perform, and discharge when due, all the liabilities, obligations, and commitments of Seller arising from or related to the Acquired Assets to the extent such liabilities, obligations, and commitments relate to the period from and after the Closing (the “Assumed Liabilities”).

  • Assignment and Assumption of Lease The Assignment and Assumption ---------------------------------- of Lease;

  • 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 The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

  • FORM OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

  • Assignment; Assumption by Successor The rights of the Company under this Agreement may, without the consent of Executive, be assigned by the Company, in its sole and unfettered discretion, to any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly, acquires all or substantially all of the assets or business of the Company. The Company will require any successor (whether direct or indirect, by purchase, merger or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and to agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place; provided, however, that no such assumption shall relieve the Company of its obligations hereunder. As used in this Agreement, the “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.

  • 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.

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