Common use of Assumption of Liabilities Clause in Contracts

Assumption of Liabilities. (a) Upon and subject to the terms and conditions of this Agreement, the Buyer shall assume and become responsible for, from and after the Closing, the Assumed Liabilities.

Appears in 19 contracts

Samples: Asset Purchase Agreement (Ss&c Technologies Inc), Asset Purchase Agreement (Satcon Technology Corp), Asset Purchase Agreement (Momenta Pharmaceuticals Inc)

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Assumption of Liabilities. (a) Upon On the terms and subject to the terms and conditions of set forth in this Agreement, at the Buyer shall Closing, the Purchaser will assume and become responsible for, from and after the Closing, for all of the Assumed LiabilitiesLiabilities pursuant to the Assumption Agreement.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Advanced Communications Group Inc/De/), Asset Purchase Agreement (Advanced Communications Group Inc/De/), Employment Agreement (Advanced Communications Group Inc/De/)

Assumption of Liabilities. (a) Upon and subject to the terms and conditions of this Agreement, the Buyer shall assume and become responsible for, from and after the Closing, the Assumed LiabilitiesLiabilities and only those liabilities and no others.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Fabri Steel Products Inc), Asset Purchase Agreement (Fabri Steel Products Inc)

Assumption of Liabilities. (a) Upon and subject to the terms and conditions of this Agreement, the Buyer shall assume and become responsible for, from and after the Closing, all of the following (collectively, the "Assumed Liabilities."):

Appears in 2 contracts

Samples: Asset Purchase Agreement (TransUnion Holding Company, Inc.), Asset Purchase Agreement (Transunion Corp.)

Assumption of Liabilities. (a) Upon and subject to the terms and conditions of this Agreement, the Buyer or such Nominee shall assume and become responsible for, from and after the Closing, the Assumed Liabilities.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Apellis Pharmaceuticals, Inc.), Asset Purchase Agreement (Apellis Pharmaceuticals, Inc.)

Assumption of Liabilities. (a) Upon and subject to On the terms and conditions of this Agreementset forth herein, the Buyer shall assume and become responsible for, from on and after the ClosingClosing Date, Buyer shall assume, perform and pay the Assumed Liabilities.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Iconix Brand Group, Inc.), Asset Purchase Agreement (Iconix Brand Group, Inc.)

Assumption of Liabilities. (a) Upon and subject to the terms and conditions of this Agreement, the Buyer shall assume and become responsible for, from and after the Closing, only the following Liabilities (the “Assumed Liabilities.”):

Appears in 2 contracts

Samples: Asset Purchase and Sale Agreement (ORBCOMM Inc.), Asset Purchase and Sale Agreement (Par Technology Corp)

Assumption of Liabilities. (a) Upon On and subject to the terms and conditions of this Agreement, the Buyer hereby assumes and becomes responsible for (or shall cause the Buyer Subsidiaries to assume and become responsible for, from and after the Closing, ) all of the Assumed Liabilities.

Appears in 2 contracts

Samples: Administrative Services Agreement (Savvis Communications Corp), Master Establishment and Transition Agreement (Savvis Communications Corp)

Assumption of Liabilities. (a) Upon and subject Subject to the terms and conditions of this Agreement, the Buyer or any Designated Transferee shall assume and become responsible for, from and after the Closing, the Assumed Liabilities.

Appears in 1 contract

Samples: Asset Purchase Agreement (Zefer Corp)

Assumption of Liabilities. (a) Upon At the Closing, and on the terms and subject to the terms and conditions of set forth in this Agreement, the Buyer shall assume and become responsible for, from and after the Closing, the Assumed Liabilities, and Buyer shall pay, perform and discharge the Assumed Liabilities as and when due.

Appears in 1 contract

Samples: Asset Purchase Agreement (NewMarket Technology Inc)

Assumption of Liabilities. (a) Upon On the terms and subject to the terms and conditions of set forth in this Agreement, the Buyer shall assume and become responsible for, from and after the ClosingClosing Date, Purchaser will assume and pay, perform, discharge and be responsible solely for the following liabilities of the Sellers (the "Assumed Liabilities."):

Appears in 1 contract

Samples: Asset Purchase Agreement (Maxwell Shoe Co Inc)

Assumption of Liabilities. (a) Upon and subject to the terms and conditions of this Agreement, the Buyer shall assume and become responsible for, from and after the Closing, the following liabilities of Seller (hereinafter referred to as "Assumed Liabilities."):

Appears in 1 contract

Samples: Asset Purchase Agreement (Bitstream Inc)

Assumption of Liabilities. (a) Upon At the Closing, and on the terms and subject to the terms and conditions of this Agreement, the Buyer shall assume and become responsible for, from and after the Closing, the Assumed Liabilities, and Buyer shall pay, perform and discharge the Assumed Liabilities as and when due.

Appears in 1 contract

Samples: Asset Purchase Agreement (SPX Corp)

Assumption of Liabilities. (a) Upon and subject to the terms and conditions of this Agreement, the The Buyer shall assume and become responsible for, from and for all obligations of the Seller arising after the Closing, Closing under the Assigned Contracts (the “Assumed Liabilities”).

Appears in 1 contract

Samples: Asset Purchase Agreement (Yankee Candle Co Inc)

Assumption of Liabilities. (a) Upon and subject Subject to the terms and conditions of this Agreement, the Buyer shall assume assume, be responsible for and become responsible forpay, perform and discharge when due, the Liabilities arising from the ownership or use of the Acquired Assets from and after the Closing, Closing Date (the Assumed Liabilities”).

Appears in 1 contract

Samples: Asset Purchase Agreement (Guardion Health Sciences, Inc.)

Assumption of Liabilities. (a) Upon and subject to the terms and conditions of this Agreement, the Buyer shall assume and become responsible for, from and after the Closing, the Assumed Liabilities. Notwithstanding any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers and Parent, as the case may be, shall remain liable for, the Retained Liabilities.

Appears in 1 contract

Samples: Asset Purchase Agreement (Aep Industries Inc)

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Assumption of Liabilities. (a) Upon From and subject to after the terms and conditions of this AgreementClosing, the Buyer shall assume and become responsible for, from for all obligations and after commitments of Company under the ClosingAssigned Contracts (collectively, the "Assumed Liabilities").

Appears in 1 contract

Samples: Asset Purchase Agreement (Globalmedia Com)

Assumption of Liabilities. (a) Upon and subject to the terms and conditions of this AgreementAt Closing, the Buyer Purchaser shall assume all of the liabilities and become responsible for, from and obligations of Sellers under the Assumed Contracts arising or accruing after the Closing, Closing (collectively the Assumed Liabilities”).

Appears in 1 contract

Samples: Asset Purchase Agreement (Adams Resources & Energy, Inc.)

Assumption of Liabilities. (a) Upon and subject to Concurrently with the terms and conditions execution of this Agreement, the Buyer shall assume is assuming and become becoming responsible for, from and after the Closing, for the Assumed Liabilities.

Appears in 1 contract

Samples: Asset Purchase Agreement (Commerce Energy Group, Inc.)

Assumption of Liabilities. (a) Upon On and subject to the terms and conditions of this Agreement, the Buyer shall assume and become responsible for, from and after for the Assumed Liabilities at the Closing, the Assumed Liabilities.

Appears in 1 contract

Samples: Asset Sale and Purchase Agreement (Transtechnology Corp)

Assumption of Liabilities. (a) Upon the terms and subject to the terms and conditions of this Agreement, the Buyer shall assume and become responsible for, from and after the Closing, the Assumed Liabilities.

Appears in 1 contract

Samples: Asset Purchase and License Agreement (Avanir Pharmaceuticals)

Assumption of Liabilities. (a) Upon On and subject to the terms and conditions of this Agreement, the Buyer shall assume and become responsible for, from and after for the Assumed Liabilities at the Closing, the Assumed Liabilities.

Appears in 1 contract

Samples: Asset Purchase Agreement (Transtechnology Corp)

Assumption of Liabilities. (a) Upon and subject to the terms and conditions of this Agreement, the Buyer shall assume and become responsible for, from and after the Closingdate hereof, only the Assumed Liabilities.

Appears in 1 contract

Samples: Asset Purchase Agreement (World Energy Solutions, Inc.)

Assumption of Liabilities. (a) Upon On the terms and subject to the terms and conditions of set forth in this Agreement, at the Buyer Closing, Purchaser shall assume and become responsible liable for, from and after the Closing, the Assumed Liabilities.

Appears in 1 contract

Samples: Asset Purchase Agreement (Kopin Corp)

Assumption of Liabilities. (a) Upon On the terms and subject to the terms and conditions of this Agreement, the Buyer shall assume and become responsible forassume, from and after effective as of the Closing, and thereafter pay, perform and discharge the Assumed LiabilitiesLiabilities (as defined in (c) of this Section 1.5).

Appears in 1 contract

Samples: Purchase Agreement (Wabash National Corp /De)

Assumption of Liabilities. (a) Upon On the terms and subject to the terms and conditions of set forth in this Agreement, the Buyer shall assume and become responsible for, from and after the Closing, the Buyer will assume and satisfy (collectively, the “Assumed Liabilities.”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Nature Vision, Inc.)

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