Assumption of Liabilities by Buyer. Buyer shall assume and thereafter pay, perform, satisfy and discharge only the following obligations and liabilities of Seller to the extent that they are to be performed on or after the date hereof (collectively, the "Assumed Liabilities"):
Assumption of Liabilities by Buyer. (a) On the Closing Date and subject to the terms and conditions set forth in this Agreement, Buyer shall expressly assume, and agree to pay or otherwise perform or discharge, the Assumed Liabilities.
Assumption of Liabilities by Buyer. Effective as of the Close of Escrow, Buyer hereby assumes all obligations and liabilities of Seller under any Contracts specifically assigned to Buyer pursuant to Section 9.1 hereof, except all obligations and liabilities with respect thereto (“Pre-Closing Obligations”) which arose prior to the Close of Escrow (which obligations and liabilities are to be discharged by Seller); provided, however, that, if Buyer shall have received proration credit in accordance with Section 15 hereof with respect to any Pre-Closing Obligations, Buyer shall be responsible for discharging the same to the extent of the proration credit received.
Assumption of Liabilities by Buyer. 16 SECTION 2.3. Transfer of Shares; Issuance of Shares 18 SECTION 2.4. Consideration 18 SECTION 2.5. Equity Option 19 SECTION 2.6. The Closing 21 SECTION 2.7. Deliveries at the Closing. 21 SECTION 2.8. Post-Closing Purchase Price Adjustment. 24 SECTION 2.9. Purchase Price Allocation. 26 SECTION 2.10. Completion of Transfers. 26 ARTICLE III Representations and Warranties of Seller Parent SECTION 3.1. Organization 28 SECTION 3.2. Authorization, Enforceability 29 SECTION 3.3. Capital Stock of the Sold Companies 29 SECTION 3.4. Subsidiaries. 29 SECTION 3.5. Financial Statements. 29 SECTION 3.6. Undisclosed Liabilities 30 SECTION 3.7. Non-Contravention. 30 SECTION 3.8. Compliance with Law; Governmental Authorizations; Consents. 31 SECTION 3.9. Litigation 31 SECTION 3.10. Permits 31 SECTION 3.11. Absence of Material Changes 32 SECTION 3.12. Tax Matters 33 SECTION 3.13. Labor Matters. 35 SECTION 3.14. Employee Benefit Matters. 35 SECTION 3.15. Intellectual Property 38 SECTION 3.16. Contracts. 39 SECTION 3.17. Environmental Matters 41 SECTION 3.18. Accounts Receivable 42 SECTION 3.19. Insurance 42 SECTION 3.20. Real Property 42 SECTION 3.21. Personal Property 44 SECTION 3.22. Inventory 44 SECTION 3.23. Assets 44 SECTION 3.24. Guarantees 45 SECTION 3.25. Warranties/Product Liability 45 SECTION 3.26. Export Control Compliance 45 SECTION 3.27. Anti-Bribery Compliance 45 SECTION 3.28. Related Party Transactions 46 SECTION 3.29. Operation of the Business 46 SECTION 3.30. No Brokers’ or Other Fees 46 SECTION 3.31. No Other Representations or Warranties 46 ARTICLE IV Representations and Warranties of Buyer SECTION 4.1. Organization 47 SECTION 4.2. Authorization, Enforceability 47 SECTION 4.3. Non-Contravention 47 SECTION 4.4. Litigation 47 SECTION 4.5. Compliance with Laws; Governmental Authorizations 48 SECTION 4.6. Financial Resources 48 SECTION 4.7. No Brokers’ or Other Fees 48 SECTION 4.8. Purchase for Investment 48 SECTION 4.9. No Other Representations or Warranties 48 ARTICLE V
Assumption of Liabilities by Buyer. Subject to the terms and conditions of this Agreement, at the Closing, by executing and delivering the Assignment, Buyer shall assume and agree to perform and satisfy, and indemnify and hold Seller harmless from, any and all liabilities and obligations in respect of the Interest arising after and related to the period after the Closing (the “Buyer Assumed Liabilities”). NOTWITHSTANDING ANYTHING ELSE HEREIN TO THE CONTRARY, BUYER SHALL NOT ASSUME OR BE BOUND BY OR RESPONSIBLE FOR ANY OBLIGATIONS, LIABILITIES OR UNDERTAKINGS (WHETHER OF SELLER OR ANY THIRD PARTY) OF ANY TYPE OR NATURE, KNOWN OR UNKNOWN, CONTINGENT OR OTHERWISE, OTHER THAN THE BUYER ASSUMED LIABILITIES, AND NOTHING CONTAINED IN THIS SECTION 2.3 SHALL IN ANY WAY LIMIT BUYER’S RIGHTS TO INDEMNIFICATION CONTAINED IN THIS AGREEMENT.
Assumption of Liabilities by Buyer. 5 Section 2.2
Assumption of Liabilities by Buyer. From and after the Closing, (i) the Transferred Subsidiaries shall remain liable for all liabilities and obligations of the Transferred Subsidiaries other than the Retained Liabilities, whether known, unknown, matured or contingent, and (ii) the Transferred Subsidiaries shall, jointly and severally, assume and be liable and responsible for each of the liabilities and obligations of the Seller and its Subsidiaries to the extent arising out of the ownership, use or possession of the Assets or the conduct or operation of the Business whether known, unknown, matured or contingent, other than Retained Liabilities, in each case, without any further responsibility or liability of or recourse to the Seller or its Subsidiaries or any of their Affiliates or their respective directors, shareholders, officers, employees, agents, consultants, personnel, representatives, successors, transferees or assignees, including, without limitation, the following (the "Assumed Liabilities"):
Assumption of Liabilities by Buyer. Effective upon the Closing, Buyer shall by written instrument in the form of Exhibit 6.04 attached hereto assume and agree to pay, perform, and discharge, and to indemnify and hold harmless the Company and the Shareholder, their successors and assigns, against and hold them harmless from (i) obligations and liabilities of the Company remaining unpaid or unperformed after Closing under the agreements of the Company set forth on Exhibit 6.04 which are assigned to the Buyer and with respect to which the Buyer succeeds to the rights of the Company thereunder except claims, obligations and liabilities, actual or contingent arising out of events prior to the Closing including any claims or litigation, or arising out of the Company's default or breach of the agreements set forth on Exhibit 6.04, and (ii) those liabilities and obligations set forth on Schedule 6.04.
Assumption of Liabilities by Buyer. The Buyer expressly agrees to assume and agrees to discharge in the ordinary course of business the liabilities, obligations and expenses relating to the Business which are set forth on Schedule 1.3 attached hereto, including but not limited to all warranty obligations and all obligations under the Contracts (collectively, the "Permitted Encumbrances"). The Acquired Assets shall not include, and the Buyer shall not be deemed to have assumed, the following liabilities:
Assumption of Liabilities by Buyer. Subject to the Closing, the representations and warranties of Sellers, and other terms of this Agreement, Buyer shall assume all risks inherent in the Permits and Leases and Buyer hereby assumes and agrees to fulfill, perform, pay and discharge all liabilities arising hereafter with respect to the Permits and Leases, including, but not limited to all obligations and liabilities in connection with any physical conditions existing on the Permits and Leases, including any remediation or reclamation thereof.
