Assumption of Certain Liabilities and Obligations by Purchaser Sample Clauses

Assumption of Certain Liabilities and Obligations by Purchaser. (a) If the Closing occurs and subject to Section 6.1(b) and Section 6.3, Purchaser shall assume and pay, perform, fulfill and discharge all Liabilities relating to (i) the ownership and operation of the Assets on or after the Effective Time including, but not limited to, any obligation for make-up gas according to the terms and conditions of the applicable Product Sales and Transportation Agreements and Operating Agreements; all obligations to properly plug and abandon all xxxxx, pipelines and other facilities now or thereafter located on the Leases and to restore the surface of the Leases and the Lands, excluding Conditions for which Seller has indemnified Purchaser hereunder, in accordance with applicable lease or other agreements and Laws, (ii) the obligation to plug and abandon all Xxxxx located on the Lands and reclaim all well sites located on the Lands, regardless of whether any such obligation to plug and abandon is attributable to periods of time prior to or after the Effective Time, (iii) the matters set forth on Exhibit C-1, and (iv) after the expiration of the Survival Period, Liabilities related to or arising under Environmental Law with respect to the ownership or operation of the Assets before the Effective Time, but only to the extent not asserted pursuant to Section 6.3 before the expiration of the Survival Period (collectively, the “Assumed Liabilities”), provided however, that the Assumed Liabilities shall not include any Retained Liabilities. Purchaser agrees to execute and deliver any specific assumption agreements, bonds, applications, or financial assurances, if any, required to effectuate the assumption of the Assumed Liabilities.
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Assumption of Certain Liabilities and Obligations by Purchaser. If the Closing occurs, (a) Purchaser assumes all obligations that are attributable to the Assets on or after the Effective Time including, but not limited to, any obligation for make-up gas according to the terms and conditions of the applicable gas contracts, and all obligations to properly plug and abandon all xxxxx, pipelines and other facilities now or thereafter located on the Leases (regardless of whether any such obligation to plug and abandon is attributable to periods of time prior to or after the Effective Time) and restore the surface of the Leases and perform any other surface or subsurface remedial requirements in accordance with applicable lease or other agreements and governmental (including environmental) laws, orders and regulations, and (b) Purchaser agrees to execute and deliver any specific assumption agreements, bonds, or other financial assurances, if any, required by governmental authorities or otherwise identified on Schedule J to effectuate the assumption of such obligations. If the Closing occurs, Seller shall retain all obligations that are attributable to the Assets prior to the Effective Time, other than those obligations attributable to periods prior to the Effective Time specifically assumed by Purchaser under this Section 6.1(a).
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Assumption of Certain Liabilities and Obligations by Purchaser. If the Closing occurs, (a) Purchaser assumes all obligations that are attributable to the Assets on or after the Effective Time including, but not limited to, any obligation for make-up gas according to the terms and conditions of the applicable gas contracts, and all obligations to properly plug and abandon all xxxxx, pipelines and other facilities now or thereafter located on the Land or the Leases (regardless of whether any such obligation to plug and abandon is attributable to periods of time prior to or after the Effective Time, regardless of whether any such well or facility was listed on any exhibit hereto, and regardless of whether any such obligation arises from the failure of Seller to properly or timely plug and abandon any such well or facility) and restore the surface of the Land and the Leases in accordance with applicable lease or other agreements and governmental (including environmental) laws, orders and regulations, and (b) Purchaser agrees to execute and deliver any specific assumption agreements, bonds, or other financial assurances, if any, required to effectuate the assumption of such obligations.
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Assumption of Certain Liabilities and Obligations by Purchaser. If the Closing occurs, (a) Purchaser assumes all obligations that are attributable to the Assets on or after the Effective Time including, but not limited to, any obligation for make-up gas according to the terms and conditions of the applicable gas contracts, and all obligations to properly plug and abandon all xxxxx, pipelines and other facilities now or thereafter located on the Leases (regardless of whether any such obligation to plug and abandon is attributable to periods of time prior to or after the Effective Time) and restore the surface of the Leases in accordance with and to the extent required under applicable lease or other agreements and governmental (including environmental) laws, orders and regulations, and (b) Purchaser agrees to execute and deliver any specific assumption agreements, bonds, or other financial assurances, if any, required to effectuate the assumption of such obligations.
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Assumption of Certain Liabilities and Obligations by Purchaser. 21 Section 6.2 Indemnification by Purchaser 21 Section 6.3 Indemnification by Seller 22
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Assumption of Certain Liabilities and Obligations by Purchaser. If the Closing occurs, (a) Purchaser assumes all obligations that are attributable to the Assets on or after the Effective Time including, but not limited to, any obligation for make-up gas according to the terms and conditions of the applicable Product Sales and Transportation Agreements and Operating Agreements; all obligations to properly plug and abandon all xxxxx, pipelines and other facilities now or thereafter located on the Leases (regardless of whether any such obligation to plug and abandon is attributable to periods of time prior to or after the Effective Time) and to restore the surface of the Leases and the Lands in accordance with applicable lease or other agreements and governmental (including environmental) laws, orders and regulations; and (b) Purchaser agrees to execute and deliver any specific assumption agreements, bonds, applications, or financial assurances, if any, required to effectuate the assumption of such obligations. Provided however, that Purchaser does not assume any obligations or liabilities of Seller attributable to the Assets to the extent such obligations or liabilities consist of the following:
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Assumption of Certain Liabilities and Obligations by Purchaser. Except as otherwise provided in Section 4.2 hereof, from and after the Closing Date, Purchaser shall, without any further responsibility or liability of, or recourse to, Sellers, or any of their respective directors, shareholders, officers, employees, agents, consultants, representatives, Affiliates, successors or assigns, absolutely and irrevocably assume and be liable and solely responsible for the following liabilities, claims, obligations, costs and expenses of any kind or nature whatsoever, whether arising before or after the Closing and whether known or unknown, fixed or contingent, matured or unmatured ("Liabilities"), arising out of or relating to:
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Assumption of Certain Liabilities and Obligations by Purchaser. Upon, from and after the Closing Date, and except for the Excluded Liabilities (defined below), Purchaser shall, without any further responsibility or liability of, or recourse to, Seller, or any of its directors, shareholders, officers, employees, agents, consultants, representatives, affiliates, successors, or assigns, absolutely and irrevocably assume, promise to pay, and be liable and responsible solely for the following liabilities and obligations of Seller (the "ASSUMED LIABILITIES"):
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Related to Assumption of Certain Liabilities and Obligations by Purchaser

  • ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS The Assuming Institution agrees with the Receiver and the Corporation as follows:

  • Assumption of Liabilities and Obligations As of the Closing Date, Buyer shall assume and undertake to pay, discharge, and perform all obligations and liabilities of Seller under the Licenses and the Assumed Contracts insofar as they relate to the time on and after the Closing Date, and arise out of events related to Buyer's ownership of the Assets or its operation of the Station on or after the Closing Date. Buyer shall not assume any other obligations or liabilities of Seller, including (i) any obligations or liabilities under any Contract not included in the Assumed Contracts, (ii) any obligations or liabilities under the Assumed Contracts relating to the period prior to the Closing Date, (iii) any claims or pending litigation or proceedings relating to the operation of the Station prior to the Closing, (iv) any obligations or liabilities arising under capitalized leases or other financing agreements, (v) any obligations or liabilities arising under agreements entered into other than in the ordinary course of business, (vi) any obligations or liabilities of Seller under any employee pension, retirement, health and welfare or other benefit plans or collective bargaining agreements, (vii) any obligation to any employee of the Station for severance benefits, vacation time, or sick leave accrued prior to the Closing Date, or (viii) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of Seller prior to the Closing, and all such obligations and liabilities shall remain and be the obligations and liabilities solely of Seller.

  • Assumption of Certain Liabilities (a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assume, effective as of the Closing, and from and after the Closing Purchaser shall pay, perform, and discharge when due, all the liabilities, obligations, and commitments of Seller arising from or related to the Acquired Assets to the extent such liabilities, obligations, and commitments relate to the period from and after the Closing (the “Assumed Liabilities”).

  • Survival of Certain Representations and Obligations The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

  • Payments on Termination and Survival of Certain Rights and Obligations Payments to the Advisor pursuant to this Section 13.03 shall be subject to the 2%/25% Guidelines to the extent applicable.

  • Assumption of Liabilities On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Liabilities.

  • Liabilities and Obligations Schedule 5.10 sets forth an accurate list as of the Balance Sheet Date of (i) all material liabilities of the Company of a nature that they are required in accordance with GAAP to be reflected on a balance sheet and which are not reflected on the balance sheet of the Company at the Balance Sheet Date or otherwise reflected in the Company Financial Statements at the Balance Sheet Date and which are not disclosed on any of the other Schedules to this Agreement, and (ii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, pledges and material security agreements to which the Company is a party or by which its properties may be bound. To the knowledge of the Stockholders, except as set forth on Schedule 5.10, since the Balance Sheet Date the Company has not incurred any material liabilities of any kind, character or description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than liabilities incurred in the ordinary course of business. The Company has also delivered to TCI on Schedule 5.10, in the case of those contingent liabilities known to Stockholders and related to pending or threatened litigation, or other liabilities which are not fixed, a good faith and reasonable estimate (to the extent the Company can reasonably make such an estimate) of the maximum amount which the Company reasonably expects will be payable and the amount, if any, accrued or reserved for each such potential liability on the Company's Financial Statements; in the case of any such liability for which no estimate has been provided, the estimate for purposes of this Agreement shall be deemed to be zero.

  • Non-Performance of Certain Covenants and Obligations The Borrower shall default in the due performance or observance of any of its obligations under Sections 6.01(a), (b), (c) and (e), Section 6.07, Section 6.11 or Article VII; or

  • Termination of Conditions and Obligations The conditions precedent imposed by Section 5 or this Section 7 upon the transferability of the Shares shall cease and terminate as to any particular number of the Shares when such Shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition set forth in the Registration Statement covering such Shares or at such time as an opinion of counsel satisfactory to the Company shall have been rendered to the effect that such conditions are not necessary in order to comply with the Securities Act.

  • Merger or Consolidation of, or Assumption of the Obligations of, Seller Any Person: (a) into which the Seller may be merged or consolidated, (b) that may result from any merger or consolidation to which the Seller shall be a party or (c) that may succeed to the properties and assets of the Seller substantially as a whole, which Person (in any of the foregoing cases) executes an agreement of assumption to perform every obligation of the Seller under this Agreement (or is deemed by law to have assumed such obligations), shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that: (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been breached and no Servicer Default, and no event that, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Seller shall have delivered to the Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Trustee and the Indenture Trustee an Opinion of Counsel either: (A) stating that, in the opinion of such counsel, all financing statements, continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee and Indenture Trustee, respectively, in the Receivables and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c).

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