Assumed Obligations; Pre-Closing Liabilities Sample Clauses

Assumed Obligations; Pre-Closing Liabilities. Upon and after Closing Buyer shall own the Assets, together with all the rights, duties, obligations, and liabilities accruing after Closing, including the Assumed Obligations and Buyer's indemnity obligations hereunder. Buyer agrees to assume and pay, perform, fulfill and discharge all Assumed Obligations. Seller agrees to retain and pay, perform, fulfill and discharge all Retained Obligations.
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Assumed Obligations; Pre-Closing Liabilities. Upon and after Closing, Buyer shall own the Assets, together with all the rights, duties, obligations, and liabilities accruing after Closing, including the Assumed Obligations and Buyer's indemnity obligations hereunder. Buyer agrees to assume and pay, perform, fulfill and discharge all Assumed Obligations. Seller agrees to retain and pay, perform, fulfill and discharge all Retained Obligations provided that, notwithstanding anything herein to the contrary, upon the first anniversary of the Closing Date, except as provided below, all of the Retained Liabilities shall be deemed to automatically expire, and the definition of “Assumed Obligations” of Buyer shall thereafter be read to include all of the Retained Liabilities relating to the Assets that arise out of the ownership, operation or use of the Assets prior to, on or after the Effective Time (except Seller's obligations and liabilities (a) with respect to any amounts that may be due and owing Seller's officers, employees or owners, (b) with respect to the Excluded Assets, (c) with respect to any personal injury or death occurring prior to the Effective Time in any way related to any Asset, (d) related to Seller’s breach of any of Seller’s covenants or agreements in Sections 11.2 through 11.4 contained in this Agreement or (e) Seller’s breach of any representation or warranty made by Seller contained in Sections 4(a) through 4(f) of this Agreement or in the certificate delivered by Seller at Closing pursuant to Section 13.2(k) as it relates to Sections 4(a) through 4(f)).
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Assumed Obligations; Pre-Closing Liabilities. Upon and after Closing, Optionee shall own the Assets, together with all the rights, duties, obligations, and liabilities accruing with respect thereto, including the Assumed Obligations and Optionee’s indemnity obligations hereunder. Optionee agrees to assume and pay, perform, fulfill and discharge all Assumed Obligations and Optionee’s indemnity obligations. Optionor agrees to retain and pay, perform, fulfill and discharge all Retained Obligations, and Optionor’s indemnity obligations.
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Assumed Obligations; Pre-Closing Liabilities. Subject to the provisions of Section 16.1, upon and after Closing, Buyer shall own the Assets, together with all the rights, duties, obligations and liabilities accruing after Closing, and Buyer shall be obligated to assume and pay, perform, fulfill and discharge all Assumed Obligations. To the extent not included in Assumed Obligations or in those matters for which Seller is indemnified by Buyer hereunder, Seller agrees to pay, perform, fulfill and discharge all costs, expenses and liabilities attributable to the ownership or operation of the Assets and accruing prior to the Effective Time.
Sample 1
Assumed Obligations; Pre-Closing Liabilities. Buyer shall assume all risk and loss with respect to and any change in the condition of the Assets from the Effective Time until Closing for production of Hydrocarbons through normal depletion (including the watering-out of any well) and the depreciation of personal property through ordinary wear and tear. Upon and after Closing, Buyer shall own the Assets, together with all the rights, duties, obligations, and liabilities accruing after the Effective date, including the Assumed Obligations and Buyer's indemnity obligations hereunder. Buyer agrees to assume and pay, perform, fulfill and discharge all Assumed Obligations. To the extent not included in Assumed Obligations or otherwise agreed within this Agreement, or those matters for which Seller is indemnified, Seller agrees to pay, perform, fulfill and discharge all costs, expenses and liabilities incurred by Seller with respect to the ownership or operation of the Assets and accruing prior to Closing.
Sample 1
Assumed Obligations; Pre-Closing Liabilities. Buyer shall assume all risk and loss with respect to any change in the condition of the assets from the Effective Time until Closing for production of Hydrocarbons through normal depletion (including the watering-out or sand infiltration of any well) and the depreciation of personal property through ordinary wear and tear. Upon and after Closing Buyer shall own the Assets, together with all the rights, duties, obligations, and liabilities accruing after Closing, including the Assumed Obligations and Buyer's indemnity obligations hereunder. Buyer agrees to assume and pay, perform, fulfill and discharge all Assumed Obligations.
Sample 1
Assumed Obligations; Pre-Closing Liabilities. Buyer shall assume all risk and loss with respect to any change in the condition of the Assets from the Effective Date and Time until Closing for production of Hydrocarbons through normal depletion (including the watering-out or sand infiltration of any well but not including production under the terms and conditions of that certain Amended and Restated Gas Purchase Contract, a true and correct copy of which is attached hereto as EXHIBIT "C") and the depreciation of personal property through ordinary wear and tear but only to the extent any such changes in the condition of the Assets do not decrease the value of the Assets by more than $100,000 in which case Buyer shall have the right to cancel this Agreement before Closing. Upon and after Closing, Buyer shall own the Assets, together with all the rights, duties, obligations, and liabilities, including the Assumed Obligations and Buyer's indemnity obligations hereunder. Buyer agrees to assume and pay, perform, fulfill and discharge all Assumed Obligations. To the extent not included in the Assumed Obligations, or those matters for which Seller is indemnified, Seller agrees to pay, perform, fulfill and discharge all costs, expenses and liabilities incurred by Seller with respect to the ownership or operation of the Assets prior to the Effective Date and Time and accruing prior to Closing.
Sample 1
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Assumed Obligations; Pre-Closing Liabilities. Upon and after Closing Buyer shall own the Assets, together with all the rights, duties, obligations, and liabilities accruing after Closing, including the Assumed Obligations and Buyer's indemnity obligations hereunder. Buyer agrees to assume and pay, perform, fulfill and discharge all Assumed Obligations and Buyer's indemnity obligations. Seller agrees to retain and pay, perform, fulfill and discharge all Retained Obligations, and Seller's indemnity obligations.
Sample 1

Related to Assumed Obligations; Pre-Closing 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.

  • 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:

  • 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.

  • 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:

  • Seller’s Closing Obligations At Closing, Seller shall execute and deliver, or cause to be executed and delivered, to Buyer the following:

  • PRE-CLOSING OBLIGATIONS The Seller shall have performed and complied with all the obligations and conditions required by this Agreement to be performed or complied with by Seller at or prior to the Closing Date, including the execution and delivery of all documents and contracts required to be delivered at or before the Closing Date pursuant to this Agreement.

  • 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:

  • Purchaser’s Closing Obligations Purchaser, at its sole cost and expense, shall deliver or cause to be delivered to Seller at Closing the following:

  • Buyer's Closing Obligations At Closing, Buyer shall deliver to Seller the following:

  • Retained Obligations Buyer does not assume or agree to discharge or perform and will not be deemed by reason of the execution and delivery of this Agreement or any agreement, instrument or document delivered pursuant to or in connection with this Agreement or otherwise by reason of the consummation of the transactions contemplated hereby, to have assumed or to have agreed to discharge or perform, any liabilities, obligations or commitments of Seller of any nature whatsoever whether accrued, absolute, contingent or otherwise and whether or not disclosed to Buyer, other than the Assumed Obligations (the "Retained Obligations").

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