Assumption of Assets and Liabilities. As of the Effective Time, SpinCo shall, and shall cause each SpinCo Deferred Compensation Plan to, assume all Liabilities under the corresponding Parent Deferred Compensation Plan related to the benefits of SpinCo Employees determined as of immediately prior to the Effective Time, and Parent Group and such Parent Deferred Compensation Plan shall be relieved of all Liabilities related to such benefits. Parent shall retain all Liabilities under each Parent Deferred Compensation Plan for the benefits of Parent Employees and Former Employees. From and after the Effective Time, SpinCo Employees shall cease to be participants in the Parent Deferred Compensation Plans.
Assumption of Assets and Liabilities. Sub hereby expressly assumes and agrees to perform all duties and obligations of Parent arising under all of Parent’s liabilities (the “Liabilities”) related to the Assigned Assets from and after the date hereof.
Assumption of Assets and Liabilities. (a) After the town dissolves the district, the town assumes the obligations of the district, including any bonds or other indebtedness payable from assessments or other district revenue.
Assumption of Assets and Liabilities. When any merger or consolidation shall have become effective under this Article 11, for all purposes of the laws of the State of Delaware, all of the rights, privileges and powers of the Company and each of the other entities that have merged or consolidated, and all property, real, personal and mixed, and all debts due or incurred to or by any of the constituent parties, as well as all other things and causes of action belonging to each of such parties to the merger or consolidation, shall be vested in the surviving or resulting entity, and shall thereafter be the property or obligation of the surviving or resulting entity, and the title to any real property vested by deed or otherwise shall not revert or be in any way impaired.
Assumption of Assets and Liabilities. The New Corporation will assume all the assets and liabilities of the Dissolving Corporations, whether now known or hereafter determined.
Assumption of Assets and Liabilities. Cake hereby expressly assumes all existing liabilities of the Company prior to the Effective Time of the Merger, and perform all duties and obligations of the Company arising under all of Company’s liabilities and Company’s liabilities related to the Assigned Assets from and after the date hereof, including, but not limited to, all outstanding promissory notes payable to the order of Cake (the “Assignment and Assumption”).
Assumption of Assets and Liabilities. As part of this Stock Purchase Agreement CBSA will acquire all the tangible and intangible assets of CFPI, including trademarks and tradenames, computer systems, software, contracts, receivables, cash in checking account, etc., and assume and pay all the disclosed liabilities on a monthly basis as projected as set forth on Exhibit "H" attached hereto, and all other liabilities of CFPI incurred in the normal course of business.
Assumption of Assets and Liabilities. 32. 32. ARTICLE XVI ARBITRATION............................................................... 32.
Assumption of Assets and Liabilities. When any merger shall have become effective under this Article XV, for all purposes of the laws of the State of California, all of the rights, privileges and powers of the Company and each of the other entities that have merged, and all property, real, personal and mixed, and all debts due or incurred to or by any of the constituent parties, as well as all other things and causes of action belonging to each of such parties to the merger, shall be vested in the surviving or resulting entity, and shall thereafter be the property or obligation of the surviving or resulting entity, and the title to any real property vested by deed or otherwise shall not revert or be in any way impaired.
