Common use of Assignment and Assumption of Liabilities Clause in Contracts

Assignment and Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, including Section 1.4 hereto, Purchaser shall only assume from Seller and thereafter be responsible for the payment, performance or discharge of the liabilities and obligations of Seller arising after the Closing (as defined in Section 2.4) under the Assumed Executory Contracts (the “Assumed Obligations”).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Premier Alliance Group, Inc.), Asset Purchase Agreement (Premier Alliance Group, Inc.)

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Assignment and Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, including Section 1.4 2.3 hereto, U.S. Purchaser shall only assume from Seller Sellers and thereafter be responsible for the payment, performance or discharge of only the following liabilities and obligations of Seller arising after Sellers or any of their respective predecessors in interest (all such liabilities and obligations assumed pursuant to this Section 2.3(a) shall be referred to herein as the Closing (as defined in Section 2.4) under the Assumed Executory Contracts (the “"Assumed Obligations”)."):

Appears in 1 contract

Samples: Asset Purchase Agreement

Assignment and Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, including Section 1.4 hereto2.4, Purchaser shall only assume from Seller and thereafter be responsible for the payment, performance or and discharge of the liabilities and all executory obligations of Seller arising after the Closing (as defined in Section 2.4) under the Assumed Executory Contracts Contracts, as well as for any Cure Amounts (all such Liabilities and obligations assumed pursuant to this Section 2.3(a) shall be referred to herein as the “Assumed Obligations”).

Appears in 1 contract

Samples: Asset Purchase Agreement (Alldigital Holdings, Inc.)

Assignment and Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, including Section 1.4 hereto, Purchaser shall only assume from Seller Sellers and thereafter be responsible for the payment, performance or discharge of the following liabilities and obligations of Seller arising after the Closing Sellers (as defined in Section 2.4) under the Assumed Executory Contracts (all such liabilities and obligations herein called the “Assumed Obligations”).):

Appears in 1 contract

Samples: Asset Purchase Agreement (Rowe Companies)

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Assignment and Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, including Section 1.4 hereto, Purchaser or its designee shall only assume from Seller Sellers and thereafter be responsible for the payment, performance or discharge of only the following liabilities and obligations of Seller arising after the Closing Sellers or any of their respective predecessors in interest (as defined in Section 2.4) under the Assumed Executory Contracts (collectively, the “Assumed Obligations”).):

Appears in 1 contract

Samples: Asset Purchase Agreement

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