Assumption of debts, liabilities and obligations of seller
Assumption of Debts, Liabilities and Obligations of Seller Sample Clauses
Assumption of Debts, Liabilities and Obligations of Seller. Buyer will assume and undertake to perform and pay (i) all of the debts, liabilities and obligations of Seller arising under the Cleveland Lease, the Support Agreements and TU Agreement from and after the Closing Date, and (ii) Seller’s obligations under the TU Agreement arising prior to Closing but only to the extent they do not exceed $50,000. Buyer will not assume or undertake to perform or pay any other debt, liability or obligation of Seller of any kind whatsoever except for the Miscellaneous Obligations (as hereinafter defined). The debts, liabilities and obligations of Seller to be assumed by Buyer pursuant to this Agreement are hereinafter called the "Assumed Liabilities".
Assumption of Debts, Liabilities and Obligations of Seller. Subject to the terms and conditions set forth in this Agreement, Seller agrees to convey, transfer and assign to Buyer, and Buyer agrees to assume, the duties and obligations accruing after the Closing Date under each of the following: (A) the Real Property Leases; and (B) the Equipment Leases (collectively, the "Assumed Liabilities"). Other than the Assumed Liabilities, Buyer will not assume nor undertake to perform or pay any of the debts, liabilities or obligations of Seller and/or Parent (including, without limitation, trade creditors, general creditors and state or federal taxing authorities) whether or not existing or incurred prior to the Closing or arising out of any transactions or events occurring prior to the Closing.