Assumption of Liabilities by the Company Sample Clauses

Assumption of Liabilities by the Company. (a) The Company shall assume all debts and other Liabilities (contingent, absolute or otherwise) of Parent, which Liabilities will be assumed by the Company at Closing, subject to the terms and conditions herein, including (the “Assumed Liabilities”): (i) all Liabilities arising under or out of the Transferred Contracts (other than Liabilities arising out of breaches or violations by Parent occurring prior to the Closing Date) for performance of or payments to be made under the Transferred Contracts; (ii) all liabilities related to or arising from employment, employee benefits and Employee Benefit Plans of Parent; and (iii) all Liabilities other than Excluded Liabilities arising on or after the Closing Date out of the ownership or use of the Contributed Assets or the conduct of the Business by the Company on or after the Closing Date. (b) The foregoing notwithstanding, the Company shall not assume, and the Company shall not be deemed to assume, any of the Liabilities that are specifically set forth on Schedule 2(b) (collectively, the “Excluded Liabilities”). All Excluded Liabilities shall be the responsibility of Parent. (c) Following the Closing, the parties shall cooperate with each other to identify any Liabilities that were (i) not designated as part of the Assumed Liabilities at the Closing but which relate primarily to the Business (the “Nonassumed Parent Liabilities”), and (ii) designated as part of the Assumed Liabilities but which do not relate to the Business and which should not have been assumed by the Company (the “Assumed Parent Liabilities”). To the extent that any Nonassumed Parent Liabilities or Assumed Parent Liabilities are identified, then Parent and the Company shall discuss in good faith an appropriate resolution for the disposition of such Nonassumed Parent Liability or Assumed Parent Liability, as applicable.

Assumption of Liabilities by the Company. (a) The Company shall, at the Closing, assume from Phillips and each Phillips M▇▇▇▇▇ ▇ffiliate (▇▇▇, ▇▇▇reafter, pay, perform and discharge), and Phillips shall, at the Closing, ▇▇▇▇▇▇, transfer, assign and deliver, and cause to be conveyed, transferred, assigned and delivered by the Phillips Member Affiliates to ▇▇▇ ▇▇▇pany, the P Chem Liabilities. (b) The Company shall, at the Closing, assume from Chevron and each Chevron Member Affiliate (and, thereafter, pay, perform and discharge), and Chevron shall, at the Closing, convey, transfer, assign and deliver, and cause to be conveyed, transferred, assigned and delivered by the Chevron Member Affiliates to the Company, the C Chem Liabilities.

Assumption of Liabilities by the Company. At the Closing, Titan shall transfer, assign and delegate to the Company all of the liabilities set forth on Exhibit A hereto (the "LIABILITIES"), and the Company shall accept such transfer, assignment and delegation and assume and undertake to become liable for such Liabilities and agree to faithfully pay, perform and discharge such Liabilities when due. The Company further agrees that it shall indemnify, defend and hold harmless Titan, its affiliates, agents, officers, directors and employees from and against any and all losses, damages, liabilities expenses, costs, assessments and taxes (including, without limitation, interest, penalties and attorneys' fees) arising from or in connection with any debts, liabilities, obligations or contracts assumed under this Agreement.

Assumption of Liabilities by the Company. On the Closing Date, the Parties shall cause the Company to deliver to each of the Parties an undertaking (the “Assumption Agreement”), pursuant to which the Company shall, on and as of the Closing Date, assume and agree to perform, pay and discharge when due and after obtaining consents as required for such assignment, all the NCN Assumed Liabilities and Regal Assumed Liabilities (collectively, the “Assumed Liabilities”). The Company will not assume, and shall not be deemed to have assumed, any liability or obligation of any Party or any of its Affiliates, or any current or former employee of any Party or any of its Affiliates, of any kind or nature whatsoever, except as expressly provided in the Assumption Agreement and this Agreement.

Assumption of Liabilities by the Company. In consideration of the CEH Contributed Assets acquired by the Company hereunder, the Company has issued 21 Units to CEH as set forth above; and as further consideration for the CEH Contributed Assets, the Company hereby further accepts, assumes and agrees to fully perform all of CEH's obligations pursuant to and in connection with (a) the Note and (b) the closing of a short position in respect of U.S. Government securities established under CEH's account no. 624-12147-2-2-023 with Smith Barney (the "Short Position"), which Short Position represe▇▇▇▇ ▇ ▇▇▇▇▇lity, measured at the close of business on December 3, 1997, in the amount of $2,194,500.

Assumption of Liabilities by the Company. (a) The Company shall, at the Closing, assume from ▇▇▇▇▇▇▇▇ and each ▇▇▇▇▇▇▇▇ Member Affiliate (and, thereafter, pay, perform and discharge), and ▇▇▇▇▇▇▇▇ shall, at the Closing, convey, transfer, assign and deliver, and cause to be conveyed, transferred, assigned and delivered by the ▇▇▇▇▇▇▇▇ Member Affiliates to the Company, the P Chem Liabilities. (b) The Company shall, at the Closing, assume from Chevron and each Chevron Member Affiliate (and, thereafter, pay, perform and discharge), and Chevron shall, at the Closing, convey, transfer, assign and deliver, and cause to be conveyed, transferred, assigned and delivered by the Chevron Member Affiliates to the Company, the C Chem Liabilities.