Assumption of Liabilities by the Purchaser Sample Clauses

Assumption of Liabilities by the Purchaser. On the Closing Date, each Purchaser shall deliver to the Seller an executed assignment and assumption agreement and such other good and sufficient instruments of assumption, transfer and conveyance, in form and substance reasonably satisfactory to the Seller and its
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Assumption of Liabilities by the Purchaser. From and after the Closing, Purchaser shall assume and be responsible for all obligations and liabilities of Seller identified in Schedule 2. Seller shall not have any liability or obligation of Purchaser relating to acts or omissions of Purchaser subsequent to the Closing Date.
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Assumption of Liabilities by the Purchaser. On the Closing Date, the Purchaser shall deliver to the Seller an executed Bill of Sale, Assignment and Assumption Agreement and such other good and sufficient instruments of assumption, transfer and conveyance, in form and substance reasonably satisfactory to the Seller and the Purchaser, and their respective counsel, as the Seller shall reasonably request to vest in the Purchaser all of the Assumed Liabilities. From and after the Closing Date, upon request of the Seller, the Purchaser shall execute, acknowledge and deliver all such further instruments as the Seller shall reasonably request to vest in the Purchaser the Assumed Liabilities, and as otherwise may be appropriate to carry out the transactions contemplated by this Agreement.
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Assumption of Liabilities by the Purchaser. (a) Subject to the provisions of this Agreement, the Purchaser (or its applicable Affiliate designee) agrees to assume, pay, satisfy, discharge, perform and fulfil, from and after the Effective Time, all obligations and liabilities of the Purchased Business other than the Retained Liabilities, including (collectively, the “Assumed Liabilities”):
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Assumption of Liabilities by the Purchaser. Assumption and Indemnity
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Assumption of Liabilities by the Purchaser. (a) Upon the terms and subject to the conditions set forth in this Agreement, the Purchaser shall, by executing and delivering at the Closing the Assumption Agreement, assume, and agree to pay, perform and discharge when due, any and all of the Liabilities of the Seller to the extent primarily relating to the Business or the Purchased Assets, whether accrued or arising before, on or after the Closing Date, and not satisfied or extinguished as of the Closing Date, except the Excluded Liabilities (collectively, the “Assumed Liabilities”); provided that in no event shall the Assumed Liabilities include Indebtedness or payables owed to the Seller or its Affiliates.
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Assumption of Liabilities by the Purchaser. The Purchaser will, on the Closing Date, assume the Assumed Indebtedness and Assumed Liabilities.
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Assumption of Liabilities by the Purchaser. At the Closing, the Sellers shall transfer, assign and delegate to the Purchaser all of the liabilities set forth on Exhibit B hereto (the "Assumed Liabilities"), and the Purchaser shall accept such transfer, assignment and delegation and assume and undertake to pay, perform and discharge such Assumed Liabilities when due. Except for the Assumed Liabilities, the Purchaser shall not assume and shall not be liable or responsible for any liability of Sellers or any affiliate of Sellers. c.
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Assumption of Liabilities by the Purchaser 
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Related to Assumption of Liabilities by the Purchaser

  • 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 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.

  • 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.

  • 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.

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

  • Satisfaction of Liabilities The liquidators shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof;

  • Purchase and Sale of Assets Assumption of Liabilities 8 2.1 Purchase and Sale of Assets 8 2.2 Excluded Assets 10 2.3 Assumption of Liabilities 11 2.4 Excluded Liabilities 12 2.5 Further Conveyances and Assumptions; Consent of Third Parties 12 2.6 Purchase Price Allocation 13

  • 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 of Tariff Obligations Interconnection Customer agrees to abide by all rules and procedures pertaining to generation and transmission in the PJM Region, including but not limited to the rules and procedures concerning the dispatch of generation or scheduling transmission set forth in the Tariff, the Operating Agreement and the PJM Manuals.

  • WAIVER OF LIABILITY, ASSUMPTION OF RISK, AND INDEMNITY AGREEMENT I, , IN CONSIDERATION of being permitted to participate in any way in the Rocky Mountain Cycling Club 200km brevet calendared for October 2, 2021 (“Activity”), I hereby acknowledge, agree, attest and represent the following:

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