Assumed Liabilities; Other Liabilities Sample Clauses

Assumed Liabilities; Other Liabilities. On the terms and subject to the conditions set forth in the Company Assignment and Assumption Agreement, at the Closing, the Company shall assume and agree to discharge and perform the Assumed Liabilities. For the avoidance of doubt, Seller and Purchaser agree that (a) Seller and the Seller Group Entities shall be solely responsible for the Excluded Liabilities, and (b) the Company shall be solely responsible for the Assumed Liabilities and any other Liabilities incident to, arising out of, related to, in connection with or attributable to the ownership or operation of the Business or Assets after the Closing.
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Related to Assumed Liabilities; Other Liabilities

  • Other Liabilities Local Church represents and warrants that is has no loans, leases or other debts secured by the Real Property or Personal Property, except those matters set out Schedule 3.2, and that if any debts exist, secured or unsecured, it shall either satisfy all of its debts, loans, and liabilities, or assign or transfer such obligations to its new operating entity prior to or simultaneous with Closing, and solely bear the cost thereof. Local Church must provide sufficient documentation of the same to Annual Conference.

  • No Other Liabilities Assumed Each Seller acknowledges and agrees that pursuant to the terms and provisions of this Agreement and under any Contract or Lease, Purchaser will not assume any obligation of any Seller, other than the Assumed Obligations. In furtherance and not in limitation of the foregoing, neither Purchaser nor any of its Affiliates shall assume, and shall not be deemed to have assumed, any debt, Claim, obligation or other liability of any Seller or any of their respective Affiliates whatsoever (other than the Assumed Obligations), including, but not limited to the following (collectively, the "UNASSUMED LIABILITIES"): all obligations, claims, or liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers that relate to any of the Excluded Assets; Excluded Environmental Liabilities; all obligations, claims, or liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers or for which Sellers or any predecessor(s) or Affiliates of Sellers could be liable relating to Taxes (including with respect to the Acquired Assets or otherwise) for all periods, or portions thereof, ending on or prior to the Closing Date including, without limitation, any Taxes that will arise as a result of the sale of the Acquired Assets pursuant to this Agreement and any deferred Taxes of any nature; all obligations, claims, or liabilities for any legal, accounting, investment banking, brokerage or similar fees or expenses incurred by any Seller in connection with, resulting from or attributable to the transactions contemplated by this Agreement or otherwise; all Indebtedness of any Seller or any predecessor(s) or Affiliate(s) of any Seller, including, but not limited to, Indebtedness of Sellers pursuant to the Senior Facility; all obligations of Sellers related to the right to or issuance of any capital stock or other equity interest of Sellers, including, without limitation, any stock options or warrants; all liabilities and obligations from Sellers or any predecessor(s) or Affiliate(s) of Sellers resulting from, caused by or arising out of, or which relate to, directly or indirectly, the conduct of the Business or ownership or lease of any properties or assets or any properties or assets previously used by Sellers at any time prior to or on the Closing Date, or other actions, omissions or events occurring prior to the Closing, including, without limitation, any amounts due or which may become due or owing under the Assumed Leases or the Assumed Contracts with respect to the period prior to Closing (other than all cure payments payable in accordance with the terms of this Agreement), whether known or unknown on the date hereof; all obligations and liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers resulting from, caused by or arising out of, or which relate to, directly or indirectly, the conduct of the Business or ownership or lease of any properties or assets or any properties or assets previously used by Sellers at any time prior to or on the Closing Date, or other actions, omissions or events occurring prior to the Closing and which (i) constitute, may constitute or are alleged to constitute a tort, breach of contract or violation of any law or (ii) relate to any and all Claims, disputes, demands, actions, liabilities, damages, suits in equity, administrative proceedings, accounts, costs, expenses, setoffs, contributions, attorneys' fees and/or causes of action of whatever kind or character ("PROCEEDING") against Sellers or any predecessor(s) or Affiliate(s) of Sellers, whether past, present, future, known or unknown, liquidated or unliquidated, accrued or unaccrued, pending or threatened; any liability or obligation arising out of any Proceeding commenced after the Closing and arising out of, or relating to, any occurrence or event happening prior to the Closing; all obligations, claims or liabilities (whether known or unknown) with respect to the employees or former employees, or both, of any Seller arising from the operation of the Business prior to the Closing, including, without limitation, payroll, vacation, sick leave, worker's compensation, unemployment benefits or other compensation of any kind to any employee, and obligations of any kind including, without limitation, any liability pursuant to the WARN Act for any action or inaction prior to the Closing; any liability or obligation arising under any Employee Benefit Plan or any other employee benefit plan, program or arrangement at any time maintained, sponsored or contributed to by Seller or any ERISA Affiliate, or with respect to which Sellers or any ERISA Affiliate has any liability; all accounts payable arising prior to the Closing; any liability or obligation arising out of or relating to services and/or products of Sellers to the extent provided, manufactured and/or sold prior to the Closing; any liability or obligation under any Assumed Executory Contract which arises after the Closing but which arises out of or related to any breach that occurred prior to the Closing; any liability or obligation under any contract, agreement, lease, mortgage, indenture or other instrument not assumed by Purchaser hereunder; any liability or obligation under any employment, severance, retention or termination agreement with any employee, consultant or contractor of Sellers; any liability or obligation arising out of or relating to any Seller employee grievance whether or not the affected employees are hired by Purchaser; any liability or obligation of Sellers to any shareholder or Affiliate of any Seller; any liability or obligation to indemnify, reimburse or advance amounts to any officer, director, employee or agent of any Seller; any liability or obligation to distribute to any Seller's shareholders or otherwise apply all or any part of the consideration received hereunder; any liability or obligation arising out of or resulting from any Seller's non-compliance with any law, ordinance, regulation or treaty; any liability or obligation of Sellers under this Agreement or any other document executed in connection herewith; any liability or obligation of any Seller based upon such Seller's acts or omissions occurring after the Closing; and any obligation under the Senior Facility. The parties acknowledge and agree that disclosure of any obligation or liability on any Schedule to this Agreement shall not create an Assumed Obligation or other liability of Purchaser, except where such disclosed obligation has been expressly assumed by Purchaser as an Assumed Obligation in accordance with the provisions of SECTION 0 hereof.

  • Liabilities of Seller All liabilities of Seller related to the Business or the Assets that are not Assumed Liabilities will be promptly paid by Seller as they come due.

  • Assumed Liabilities; Excluded Liabilities (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Seller the Assumed Liabilities.

  • Organizational Expenses; Liabilities of the Holders (a) The Servicer shall pay organizational expenses of the Issuer as they may arise.

  • Excluded Liabilities Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

  • Retained Liabilities The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

  • No Other Liabilities Notwithstanding any other provisions of this Agreement, Buyer shall not purchase the Specified Assets subject to, and Buyer shall not in any manner assume or be liable or responsible for any Obligations of Seller other than the Specified Liabilities, and all Obligations of Seller other than the Specified Liabilities shall remain the sole responsibility of Seller (the “Excluded Liabilities”). Without limiting the generality of the foregoing, Buyer shall not in any manner assume or be liable or responsible for, or acquire any Assets of Seller subject to, any of the following Obligations of Seller (which constitute, individually and collectively, the Excluded Liabilities):

  • Assumed Obligations At the Closing, Buyer shall assume, and shall agree to satisfy and discharge as the same shall become due, the Seller’s obligations and liabilities first arising subsequent to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.

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