Assumption of Liabilities and Contracts Sample Clauses

Assumption of Liabilities and Contracts. Subject to the terms and conditions of this Agreement, Buyer agrees to assume and become responsible for all of the Assumed Liabilities and Assumed Contracts at the Closing. Buyer will not assume or have any responsibility whatsoever with respect to any other obligation or Liability of Seller not included within the definition of Assumed Liabilities or Assumed Contracts.
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Assumption of Liabilities and Contracts. As of the Commencement Date and in partial consideration for this Lease, Lessee hereby assumes the payment and performance of (collectively the "Assumed Liabilities") all payments and performances from and after the Commencement Date under any and all of the Leases and Contracts as set forth on Schedule 4 and 5 to Exhibit A hereto (collectively the "Assumed Contracts"). On the Commencement Date, Lessor hereby agrees to assign, transfer and delegate all rights, obligations and duties of the Lessor under the Assumed Contracts and Lessee shall accept such assignment and delegation as of the Commencement Date and shall assume the payment and performance under the Assumed Contracts from and after the Commencement Date.
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Assumption of Liabilities and Contracts. 3 2.1 Assumed Liabilities 3 2.2 Retained Liabilities 5
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Assumption of Liabilities and Contracts. For good and valuable consideration, the receipt, adequacy, and legal sufficiency of which are hereby acknowledged, and as contemplated by Section 1. of that certain Asset Purchase Agreement, dated and effective as of June 1, 2016 (the “Purchase Agreement”), to which Hanwood Arkansas, LLC, an Arkansas limited liability company, and Hanwood Oklahoma, LLC, an Oklahoma limited liability company (collectively Hanwood Arkansas, LLC, and Hanwood Oklahoma, LLC, shall be referenced as the “Hanwood Entities” or “Sellers”), and Command Center, Inc., a Washington corporation (“Command Center” or “Buyer”), are parties, Sellers hereby sell, transfer, assign, convey, grant, and deliver to Buyer, and Buyer hereby accepts the foregoing assignment and hereby agrees to perform all of Sellers’ liabilities and obligations under the obligations described on Schedule 2.2 of the Purchase Agreement, which schedule is hereby incorporated by reference into this Assignment and Assumption Agreement (collectively, the “Contracts”).
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Assumption of Liabilities and Contracts. For good and valuable consideration, the receipt, adequacy, and legal sufficiency of which are hereby acknowledged, and as contemplated in the Asset Purchase Agreement, effective as of January 1, 2012 (the “Purchase Agreement”), to which to which DR Services of Louisiana, LLC (a/k/a, f/k/a Disaster Recovery Services, LLC), a Louisiana Limited Liability Company, and its members Xxxxxx X. Xxxx, Xxxxxx Xxxxx, and Xxxxxx X. Xxxxxxx, Xx. (collectively, “DRSoL”), and Environmental Resource Group, LLC, a Louisiana Limited Liability Company, and its members Xxxxxx X. Xxxx, Xxxxxx Xxxxx, and Xxxxxx X. Xxxxxxx, Xx. (collectively, “ERG”) (collectively, DRSoL and ERG are hereafter referenced as “Sellers”), and Disaster Recovery Services, Inc., a Louisiana corporation (“DRSI”) are parties, Sellers hereby sell, transfer, assign, convey, grant, and deliver to DRSI and DRSI hereby accepts the foregoing assignment and hereby agrees to perform all of Sellers’ liabilities and obligations under the obligations described on Schedule 2.2 of the Purchase Agreement, which schedule is hereby incorporated by reference into this Assignment and Assumption Agreement (collectively, the “Contracts”).
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Assumption of Liabilities and Contracts. For good and valuable consideration, the receipt, adequacy, and legal sufficiency of which are hereby acknowledged, and as contemplated by Section 2.2 of that certain Asset Purchase Agreement, dated as of December 16, 2011 (the “Purchase Agreement”), by and among RECYCOOL, INC., a Minnesota corporation (“Seller”), XXXXX XXXXXXX, an individual (“X. Xxxxxxx”), XXXX XXXXXXX, an individual (“X. Xxxxxxx”), XXXXXX XXXXX, an individual (“Xxxxx” and collectively with X. Xxxxxxx and X. Xxxxxxx, the “Selling Principals”), and GlyEco Acquisition Corp #1, an Arizona corporation (“Buyer”), effective at the Closing (as defined in the Purchase Agreement), Seller hereby sells, transfers, assigns, conveys, grants, and delivers to Buyer and Buyer hereby accepts the foregoing assignment and hereby agrees to perform all of Seller’s liabilities and obligations arising from and after the Closing only under the contracts and liabilities described on Attachment A attached hereto (collectively, the “Assumed Liabilities”).Capitalized terms used but not otherwise defined in this Assignment and Assumption Agreement will have the meanings ascribed to such terms in the Purchase Agreement
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Assumption of Liabilities and Contracts. At the Closing, the --------------------------------------- Subsidiary shall assume the following:
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Assumption of Liabilities and Contracts by Buyer At the Time of Possession, Seller shall assign to Buyer and Buyer shall assume and pay, perform and discharge, and indemnify and hold Seller harmless (including without limitation reasonable attorneys' fees and costs) from and against, the following obligations and liabilities of Seller, in each case, subject to the adjustments, if any, pursuant to the Closing Statement in accordance with Section 11.4:
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Assumption of Liabilities and Contracts 
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Related to Assumption of Liabilities and Contracts

  • 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.

  • 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 Liability Notwithstanding any provision in this Agreement to the contrary, Licensee shall be solely responsible for any product liability, liability for death, illness, personal injury, improper business practice or any other statutory liability or any other liability under any law or regulation in respect of the Compound, Product and/or Licensed Product.

  • Novation of Liabilities (a) Each Party, at the request of the other Party, shall use reasonable best efforts to obtain, or to cause to be obtained, any Consent, Governmental Approval, substitution or amendment required to novate or assign to the fullest extent permitted by applicable Law all obligations under Contracts and Liabilities for which a member of such Party’s Group and a member of the other Party’s Group are jointly or severally liable and that do not constitute Liabilities of such other Party as provided in this Agreement (such other Party, the “Other Party”), or to obtain in writing the unconditional release of all parties to such arrangements (other than any member of the Other Party’s Group which Assumed or retained such Liability as set forth in this Agreement), so that, in any such case, the members of the applicable Group shall be solely responsible for such Liabilities; provided, however, that no Party shall be obligated to pay any consideration (or otherwise incur any Liability or obligation) therefor to any third party from whom any such Consent, Governmental Authority, substitution or amendment is requested (unless such Party is fully reimbursed or otherwise made whole by the requesting Party).

  • Assumption and Satisfaction of Liabilities Except as otherwise specifically set forth in any Ancillary Agreement from and after the Effective Time, (a) Tyco shall, or shall cause a member of the Tyco Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms (“Assume”), all of the Tyco Retained Liabilities, (b) Healthcare shall, or shall cause a member of the Healthcare Group to, Assume all the Healthcare Liabilities and (c) Electronics shall, or shall cause a member of the Electronics Group to, Assume all the Electronics Liabilities, in each case, regardless of (i) when or where such Liabilities arose or arise, (ii) whether the facts upon which they are based occurred prior to, on or subsequent to the Effective Time, (iii) where or against whom such Liabilities are asserted or determined or (iv) whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Tyco Group, the Healthcare Group or the Electronics Group, as the case may be, or any of their past or present respective directors, officers, employees, agents, Subsidiaries or Affiliates.

  • Non-Assumption of Liabilities Neither Party shall be liable for the prior, existing or future obligations, liabilities or debts of the other Party.

  • Exclusion of Liabilities Regardless of anything else in this Agreement, under no circumstance will we be liable for any indirect, consequential, special, aggravated, punitive or exemplary damages whatsoever (including any loss of profits, opportunity, reputation, revenue, goodwill or any other economic or commercial loss whatsoever), or for any loss of data or information, that is caused to you, regardless of the cause of action, even if we have been advised of the possibility of such damages.

  • Allocation of Liabilities The IMS Health Group shall assume all Liabilities with respect to awards granted to IMS Health Employees, IMS Health Retirees, Corporation Retirees and IMS Health Disabled Employees pursuant to the IMS Health Replacement Option Plan. The Corporation Group shall retain all other Liabilities with respect to awards granted pursuant to the Corporation Stock Option Plans (including, but not limited to, awards granted to Corporation Post-Distribution Employees).

  • Limitation of Liabilities a) EXCEPT FOR (i) ANY DAMAGES RESULTING FROM THE GROSS NEGLIGENCE, FRAUD OR THE WILLFUL MISCONDUCT OF A PARTY; (ii) ANY CLAIMS OR DAMAGES ARISING FROM OR IN CONNECTION WITH A PARTY'S INDEMNIFICATION OBLIGATIONS AS SET FORTH IN THIS AGREEMENT (IN RESPECT OF WHICH PEOPLEFLUENT’S AGGREGATE LIABILITY SHALL BE AT THE LIMIT SPECIFIED IN CLAUSE 11b); (iii) THE DEATH, BODILY INJURY OF ANY PERSON CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OF A PARTY; OR (iv) CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF A PARTY, ITS AFFILIATES, SERVICE PROVIDERS, LICENSORS, CONTRACTORS OR SUPPLIERS ARISING UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO PEOPLEFLUENT FOR THE RELEVANT SUBSCRIPTION SERVICES, SOFTWARE OR PROFESSIONAL SERVICES WITHIN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE RELEVANT CLAIM. IN NO EVENT SHALL EITHER PARTY OR THEIR AFFILIATES, SERVICE PROVIDERS, LICENSORS, CONTRACTORS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR COVER OR LOSS OF USE, DATA, REVENUE OR PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.

  • 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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