Assignment and Assumption of Liabilities. Seller hereby assigns to Split-Off Subsidiary, and Split-Off Subsidiary hereby assumes and agrees to pay, honor and discharge all debts, adverse claims, liabilities, judgments and obligations of Seller as of the Effective Time, whether accrued, contingent or otherwise and whether known or unknown, including those arising under any law (including the common law) or any rule or regulation of any Governmental Entity or imposed by any court or any arbitrator in a binding arbitration resulting from, arising out of or relating to the assets, activities, operations, actions or omissions of Seller, or products manufactured or sold thereby or services provided thereby, or under contracts, agreements (whether written or oral), leases, commitments or undertakings thereof, but excluding in all cases the obligations of Seller under the Transaction Documentation (all of the foregoing being referred to herein as the “Assigned Liabilities”). The assignment and assumption of Seller’s assets and liabilities provided for in this Article I is referred to as the “Assignment.”
Assignment and Assumption of Liabilities. (a) Subject to the terms and conditions of this Agreement, Buyer will assume as of the Closing Date and subsequently, in due course, pay, honor and discharge in accordance with their respective terms and conditions all of the Assumed Liabilities without any right of set-off against Seller.
Assignment and Assumption of Liabilities. Except as set forth in one or more of the Ancillary Agreements, from and after the Separation Date, (i) ARAC shall, and/or shall cause its subsidiaries to, assume, pay, perform and discharge in due course all of the ARAC Liabilities, and (ii) Holdings shall, and/or shall cause its subsidiaries to, assume, pay, perform and discharge in due course all of the Holdings Liabilities.
Assignment and Assumption of Liabilities. (i) Subject to the terms and conditions of this Agreement, the Seller shall assign and the Purchaser shall assume and become responsible for, from and after the Closing Date, the Assumed Liabilities. On and after the Closing Date, and subject to the provisions in Section 9 regarding indemnification, the Purchaser shall have complete control over the payment, settlement, or other disposition of, or any dispute involving, any of the Assumed Liabilities, and the Purchaser shall conduct and control all negotiations and proceedings with respect to the Assumed Liabilities. The Purchaser's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of any third party against the Seller or the Purchaser as compared to the rights and remedies which such third party would have had against either of them if the Purchaser had not assumed the Assumed Liabilities pursuant to this Agreement, except to the extent of Purchaser becoming liable for same as provided herein, as they exist immediately prior to the Closing.
Assignment and Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, Buyer shall assume from Seller and thereafter be responsible for the payment, performance or discharge of the following liabilities and obligations of Seller (all such liabilities and obligations herein called the "Assumed Liabilities"):
Assignment and Assumption of Liabilities. (a) The Sellers hereby assign, transfer, convey and deliver (i) all of the Sellers’ right, title and interest in and to the Purchased Assets, including the Assumed Contracts and Assumed Leases, to [●], pursuant and subject to the Purchase Agreement and the Sale Order.
Assignment and Assumption of Liabilities. (a) Except as set forth in one or more of the Ancillary Agreements or in this Agreement, from and after the Closing Date, AG.com hereby assumes and agrees faithfully to pay, perform and fulfill all obligations under the following in accordance with their respective terms (the "Assumed AG.com Liabilities"):