Assumption of Contracts and Liabilities Sample Clauses

Assumption of Contracts and Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume all of the contracts identified on Schedule 1.03(a) (the “Assigned Contracts”) and agree to pay, perform and discharge all other liabilities and obligations of Seller relating to the Assigned Contracts and all other liabilities of Seller incurred in the ordinary course of business arising after the Closing (the “Assumed Liabilities”), except those liabilities and obligations specifically set forth in Section 1.03(b) of the Disclosure Schedules (the “Excluded Liabilities”). There shall be no adjustment to the Purchase Price as a result of the Assumed Liabilities. Other than the Assumed Liabilities, Buyer shall not assume any other contracts, liabilities, or obligations of Seller of any kind, whether known or unknown, contingent, matured or otherwise, whether currently existing or hereinafter created.
Sample 1
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Assumption of Contracts and Liabilities. (a) At the closing, the Purchaser will only assume and thereafter pay, perform or discharge the Seller’s obligations and liabilities arising and to be performed after the Closing Date under the Assumed Contracts. For all such Assumed Contracts, Seller shall have no further obligation or liability arising after the Closing Date under the Assumed Contracts. As soon as practicable but not later than September 5, 2003, the Purchaser shall notify the Seller in writing which Contracts the Purchaser in its sole discretion shall assume (such Contracts are referred to herein as the “Assumed Contracts”). At a minimum, such Assumed Contracts will include all employment contracts with Plant Employees.
Sample 1
Assumption of Contracts and Liabilities. The Purchaser shall have executed the Xxxx of Sale, Assignment and Assumption Agreement.
Sample 1
Assumption of Contracts and Liabilities 
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Related to Assumption of Contracts and Liabilities

  • 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.

  • Contracts and Agreements The agreements and documents described in the Registration Statement and the Prospectus conform in all material respects to the descriptions thereof contained therein and there are no agreements or other documents required by the Securities Act to be described in the Registration Statement and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement and the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, any other party is in default thereunder and, to the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations.

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