Common use of Assumption of Liabilities; Etc Clause in Contracts

Assumption of Liabilities; Etc. (a) At the Closing, the Buyer shall execute and deliver an Instrument of Assumption of Liabilities (the "Instrument of Assumption") substantially in the form attached hereto as Exhibit B, pursuant to which it shall assume and agree to perform, pay and discharge the following liabilities, obligations and commitments of the Seller (the "Assumed Liabilities"):

Appears in 4 contracts

Samples: Asset Purchase Agreement (Choices Entertainment Corp), Asset Purchase Agreement (West Coast Entertainment Corp), Asset Purchase Agreement (Ss&c Technologies Inc)

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Assumption of Liabilities; Etc. (a) At the Closing, the Buyer shall execute and deliver an Instrument of Assumption of Liabilities (the "Instrument of Assumption") substantially in the form attached hereto as Exhibit BC, pursuant to which it shall assume and agree to timely perform, pay and discharge the following liabilities, obligations and commitments of the Seller Seller, to the extent such liabilities, obligations and commitments relate exclusively to the Stores or the Assets, and not to the Excluded Assets (the "Assumed Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (West Coast Entertainment Corp)

Assumption of Liabilities; Etc. (a) At the each Closing, the Buyer shall execute and deliver an Instrument of Assumption of Liabilities (the "Instrument of Assumption") substantially in the form attached hereto as Exhibit BEXHIBIT A, pursuant to which it shall assume and agree to perform, pay and discharge the following liabilities, obligations and commitments of the Seller related to the Store being acquired at each such Closing (the "Assumed Liabilities"):) set forth on SCHEDULE I.

Appears in 1 contract

Samples: Asset Purchase Agreement (West Coast Entertainment Corp)

Assumption of Liabilities; Etc. (aA) At the Closing, the Buyer shall execute and deliver an Instrument of Assumption of Liabilities (the "Instrument of Assumption") substantially in ------------------------ the form attached hereto as Exhibit B, pursuant to which it shall assume and --------- agree to perform, pay and discharge the following liabilities, obligations and commitments of the Seller Company (the "Assumed Liabilities"):): -------------------

Appears in 1 contract

Samples: Asset Purchase Agreement (Prodigy Communications Corp)

Assumption of Liabilities; Etc. (a) At the Closing, the Buyer shall execute and deliver an Instrument of Assumption of Liabilities (the "Instrument of Assumption") substantially in the form attached hereto as Exhibit BA, pursuant to which it shall assume and --------- agree to perform, pay and discharge the following liabilities, all obligations and commitments of the Seller Sellers arising after the Closing under the contracts set forth on Schedule 1.4 attached hereto which ------------ become due and payable after the Closing Date (the "Assumed Liabilities"):).

Appears in 1 contract

Samples: Asset Purchase Agreement (Satcon Technology Corp)

Assumption of Liabilities; Etc. (a) At the Closing, the Buyer shall execute and deliver an Instrument of Assumption of Liabilities (the "Instrument of Assumption") substantially in the form attached hereto as Exhibit BA, pursuant to which it shall assume and agree to perform, pay and discharge the following liabilities, obligations and commitments of the Seller (the "Assumed Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Gse Systems Inc)

Assumption of Liabilities; Etc. (a) At the Closing, the Buyer shall execute and deliver an Instrument of Assumption of Liabilities (the "Instrument of Assumption") substantially in the form attached hereto as Exhibit B, pursuant to --------- which it shall assume and agree to perform, pay and discharge the following liabilities, obligations and commitments of the Seller and the Post-Closing Assigned Liabilities, if any (the "Assumed Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Bottomline Technologies Inc /De/)

Assumption of Liabilities; Etc. (a) At the Closing, on the terms and subject to the conditions of this Agreement, the Buyer shall execute and deliver an Instrument of Assumption of Liabilities (the "Instrument of Assumption") substantially in the form attached hereto as Exhibit BA, pursuant to which it shall assume and agree to perform, pay and discharge in accordance with their terms the following liabilities, obligations and commitments of the Seller (to the "Assumed Liabilities"):extent related to the Business or the Assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Ciphergen Biosystems Inc)

Assumption of Liabilities; Etc. (a) At the Closing, the Buyer shall execute and deliver an Instrument of Assumption of Liabilities (the "Instrument of AssumptionINSTRUMENT OF ASSUMPTION") substantially in the form attached hereto as Exhibit BA, pursuant to which it shall assume and agree --------- to perform, pay and discharge the following liabilities, obligations and commitments of the Seller relating to the MDI Business (the "Assumed LiabilitiesASSUMED LIABILITIES"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Peritus Software Services Inc)

Assumption of Liabilities; Etc. (a) At the Closing, on the terms and subject to the conditions of this Agreement, the Buyer shall execute and deliver an Instrument of Assumption of Liabilities (the "Instrument of Assumption") substantially in the form attached hereto as Exhibit BA, pursuant to which it shall assume and agree to perform, pay and discharge in accordance with their terms the following liabilities, obligations and commitments of the Seller (which relate to the "Assumed Liabilities"):Business or the Assets:

Appears in 1 contract

Samples: V Asset Purchase Agreement (Ciphergen Biosystems Inc)

Assumption of Liabilities; Etc. (a) At the Closing, the Buyer shall execute and deliver an Instrument of Assumption of Liabilities (the "Instrument of Assumption") substantially in the form attached hereto as Exhibit EXHIBIT B, pursuant to which it shall assume and agree to perform, pay and discharge the following liabilities, obligations and commitments of the Seller related to the Business (the "Assumed Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (West Coast Entertainment Corp)

Assumption of Liabilities; Etc. (a) At the Closing, the Buyer shall execute and deliver an Instrument of Assumption of Liabilities (the "Instrument of Assumption") substantially in the form attached hereto as Exhibit BA, pursuant to which it shall assume and agree to perform, pay and discharge the following liabilities, obligations and commitments of the Seller (the "Assumed Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (West Coast Entertainment Corp)

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Assumption of Liabilities; Etc. (a) At the Closing, the Buyer shall execute and deliver an Instrument of Assumption of Liabilities (the "Instrument of Assumption") substantially in the form attached hereto as Exhibit B, pursuant to which it shall assume and agree to perform, pay and discharge the following liabilities, all obligations and commitments of the Seller continuing after the Closing under the Assumed Contracts which are to be performed after the Closing Date, but excluding all obligations accrued on or prior to the Closing Date (the "Assumed Liabilities"):).

Appears in 1 contract

Samples: Asset Purchase Agreement (Intrinsix Corp)

Assumption of Liabilities; Etc. (a) At the Closing, the Buyer shall execute and deliver an Instrument of Assumption of Liabilities (the "Instrument of Assumption") substantially in the form attached hereto as Exhibit B, pursuant to which it shall assume and agree to perform, pay and discharge the following liabilities, obligations and commitments of the Seller Sellers (the "Assumed Liabilities"):) set forth on Schedule I.

Appears in 1 contract

Samples: Asset Purchase Agreement (West Coast Entertainment Corp)

Assumption of Liabilities; Etc. (a) At the Closing, on the terms and subject to the conditions of this Agreement, the Buyer shall execute and deliver an Instrument of Assumption of Liabilities (the "Instrument of Assumption") substantially in the form attached hereto as Exhibit BA, pursuant to which it shall assume and agree to perform, pay and discharge in accordance with their terms the following liabilities, obligations and commitments of the Seller (which relate to the "Assumed Liabilities"):Business or the Assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Ciphergen Biosystems Inc)

Assumption of Liabilities; Etc. (a) At the Closing, the Buyer shall execute and deliver an Instrument of Assumption of Liabilities (the "Instrument of Assumption") substantially in the form attached hereto as Exhibit BA, pursuant to which it shall assume and agree to perform, pay and discharge the following liabilities, obligations and commitments of the Seller Seller, except to the extent such liabilities, obligations or commitments constitute Retained Liabilities as set forth in Subsection 1.4(b) (the "Assumed Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Satcon Technology Corp)

Assumption of Liabilities; Etc. (a) At the Closing, the Buyer shall execute and deliver an Instrument of Assumption of Liabilities (the "Instrument of Assumption") substantially in the form attached hereto as Exhibit BA, pursuant to which it shall assume and agree to perform, pay and discharge the following liabilities, obligations and commitments of the Seller continuing after the Closing set forth on Schedule 1.4 attached hereto (the "Assumed Liabilities"):).

Appears in 1 contract

Samples: Asset Purchase Agreement (Intrinsix Corp)

Assumption of Liabilities; Etc. (a) At the Closing, the Buyer shall execute and deliver an Instrument of Assumption of Liabilities (the "Instrument of Assumption") substantially in the form attached hereto as Exhibit B, pursuant to which it shall assume and agree to perform, pay and discharge the following liabilities, obligations and commitments of the Seller Sellers set forth on Schedule I (the "Assumed Liabilities"):).

Appears in 1 contract

Samples: Asset Purchase Agreement (West Coast Entertainment Corp)

Assumption of Liabilities; Etc. (a) At the Closing, the Buyer shall execute and deliver an Instrument of Assumption of Liabilities (the "Buyer's Instrument of Assumption") substantially in the form attached hereto as Exhibit B, pursuant to which it shall assume and agree to perform, pay and discharge the following liabilities(collectively, obligations and commitments of the Seller (the "Assumed Liabilities"):

Appears in 1 contract

Samples: Purchase Agreement (Penwest Pharmaceuticals Co)

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