Common use of Assumption of Liabilities Clause in Contracts

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement and the Sale Order, effective as of the Closing, Purchaser shall assume from the Sellers (and pay, perform, discharge or otherwise satisfy in accordance with their respective terms), and the Sellers shall irrevocably convey, transfer and assign to Purchaser, the following Liabilities (and only the following Liabilities) (collectively, the “Assumed Liabilities”):

Assumption of Liabilities. On Upon the terms and subject to the conditions set forth in of this Agreement and the Sale OrderAgreement, Buyer shall, effective as at the time of the Closing, Purchaser shall assume from and agree to discharge and perform when due, the Sellers Liabilities of Seller (and pay, perform, discharge or otherwise satisfy only those Liabilities of Seller) which are enumerated in accordance with their respective termsthis Section 2.3 (the “Assumed Liabilities”), and the Sellers shall irrevocably convey, transfer and assign to Purchaser, the . The following Liabilities of Seller (and only the following Liabilities) (collectively, shall constitute the “Assumed Liabilities”)::

Assumption of Liabilities. On (a) Subject to and upon the terms and subject to the conditions set forth in of this Agreement and the Sale OrderAgreement, effective as of the Closing, Purchaser shall agrees to assume from the Sellers (Seller and to pay, perform, perform and discharge or otherwise satisfy in accordance with according to their respective terms), and the Sellers shall irrevocably convey, transfer and assign to Purchaser, terms all of the following Liabilities liabilities and obligations of Seller (and only the following Liabilities) (collectively, the “"Assumed Liabilities”"):

Assumption of Liabilities. On (a) Subject to and upon the terms and subject to the conditions set forth in of this Agreement and the Sale OrderAgreement, effective as of the ClosingClosing Date, Purchaser shall agrees to assume from the Sellers (Seller and to pay, perform, perform and discharge or otherwise satisfy in accordance with according to their respective terms), and the Sellers shall irrevocably convey, transfer and assign to Purchaser, terms only the following Liabilities of Seller (and only the following Liabilities) (collectively, the “"Assumed Liabilities”"):

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement and the Sale Order, effective as of the Closing, the Purchaser shall assume from the Sellers (and thereafter pay, perform, discharge or otherwise satisfy in accordance with their respective terms), and the Sellers shall irrevocably convey, transfer and assign to Purchaser, the following Liabilities (and only the following Liabilities) (collectively, the “Assumed Liabilities”):

Assumption of Liabilities. On At the Closing, Buyer shall deliver to Seller the Assumption Agreement, whereby on the terms and subject to the conditions set forth in this Agreement herein and the Sale Orderexcept as excluded by §2.4 hereof, effective as of the ClosingBuyer shall undertake, Purchaser shall assume assume, agree to satisfy or perform when due and hold Seller harmless from the Sellers (and pay, perform, discharge or otherwise satisfy in accordance with their respective terms), and the Sellers shall irrevocably convey, transfer and assign to Purchaser, indemnify Seller against the following Liabilities of Seller (and only the following Liabilities) (collectively, the “Assumed Liabilities”):

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement and the Sale Order, effective as of the Closing, Purchaser shall assume from the Sellers Seller (and pay, perform, discharge or otherwise satisfy in accordance with their respective terms), and the Sellers Seller shall irrevocably convey, transfer and assign to Purchaser, the following Liabilities (and only the following Liabilities) (collectively, the “Assumed Liabilities”):

Assumption of Liabilities. On In connection with the terms purchase and subject sale of the Assets pursuant to this Agreement, Buyer shall assume in writing at the Closing pursuant to the conditions Assumption Agreement only those liabilities and obligations of Seller and Seller's Subsidiaries, as applicable, set forth in this Agreement and the Sale Order, effective as of the Closing, Purchaser shall assume from the Sellers (and pay, perform, discharge or otherwise satisfy in accordance with their respective terms), and the Sellers shall irrevocably convey, transfer and assign to Purchaser, the following Liabilities (and only the following Liabilities) below (collectively, the “"Assumed Liabilities”"):

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement and the Sale Order, effective as of the Closing, Purchaser or a Designated Purchaser shall assume from the Sellers (and pay, perform, discharge or otherwise satisfy in accordance with their respective terms), and the Sellers shall irrevocably convey, transfer and assign to Purchaser or a Designated Purchaser, the following Liabilities (and only the following Liabilities) (collectively, the “Assumed Liabilities”):

Assumption of Liabilities. On As partial consideration for the sale, transfer, assignment and delivery of the Business and the Purchased Assets and upon the terms and subject to the conditions set forth in this Agreement Agreement, Buyer shall assume, pay and perform the Sale Order, effective as following liabilities and obligations of the Closing, Purchaser shall assume from the Sellers (and pay, perform, discharge or otherwise satisfy in accordance with their respective terms), and the Sellers shall irrevocably convey, transfer and assign to Purchaser, the following Liabilities (and only the following Liabilities) Seller Parties (collectively, the “"Assumed Liabilities”):") from and after the Closing and no others:

Assumption of Liabilities. On Subject to and upon the terms and subject to the conditions set forth in of this Agreement and the Sale OrderAgreement, effective as of the ClosingClosing Date, Purchaser shall Buyer agrees to assume from the Sellers (Seller and to pay, perform, perform and discharge or otherwise satisfy in accordance with according to their respective terms), and the Sellers shall irrevocably convey, transfer and assign to Purchaser, terms the following Liabilities (and only the following Liabilitiesas defined below) of Seller (collectively, the “Assumed Liabilities”):

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement and the Sale OrderAgreement, effective as of the Closing, Purchaser shall assume from the Sellers (and pay, perform, discharge or otherwise satisfy in accordance with their respective terms), and the Sellers shall irrevocably convey, transfer transfer, delegate and assign to Purchaser, the following Liabilities (liabilities and only the following liabilities (other than the Excluded Liabilities) (, collectively, the “Assumed Liabilities”):

Assumption of Liabilities. On As partial consideration for the sale, transfer, assignment and delivery of the Business and the Purchased Assets and upon the terms and subject to the conditions set forth in this Agreement Agreement, Buyer shall assume, pay and the Sale Order, effective as of the Closing, Purchaser shall assume from the Sellers (and pay, perform, discharge or otherwise satisfy in accordance with their respective terms), and the Sellers shall irrevocably convey, transfer and assign to Purchaser, perform the following Liabilities (liabilities and only the following Liabilities) obligations of Sellers (collectively, the “Assumed Liabilities”):) from and after the Closing and no others:

Assumption of Liabilities. On Upon the terms and subject to the conditions set forth in this Agreement and herein, at the Sale Order, effective as of Closing the Closing, Purchaser shall assume from the Sellers Seller (and thereafter pay, perform, discharge or otherwise satisfy in accordance with their respective terms), and the Sellers Seller shall irrevocably convey, transfer and assign to the Purchaser, the following Liabilities (and only all of the following Liabilities) , other than the Excluded Liabilities (collectively, the “Assumed Liabilities”):

Assumption of Liabilities. On Subject to the terms and subject to the conditions set forth in this Agreement and the Sale OrderAgreement, effective as of at the Closing, Purchaser as part of the consideration for the purchase and sale of the Purchased Assets, the Buyer shall assume from assume, and shall thereafter pay and perform as they become due, subject to all lawful defenses and setoffs, the Sellers (following liabilities and pay, perform, discharge or otherwise satisfy obligations of Seller in accordance with their respective terms), and the Sellers shall irrevocably convey, transfer and assign to Purchaser, the following Liabilities terms (and only the following Liabilities) (collectively, the “Assumed Liabilities”):), and no others:

Assumption of Liabilities. On Upon the terms and subject to the conditions set forth in of this Agreement and the Sale OrderAgreement, Buyer shall assume, effective as of the Closing, Purchaser shall assume from the Sellers (and pay, performperform and discharge when due, discharge or otherwise satisfy in accordance with their respective terms), and the Sellers shall irrevocably convey, transfer and assign to Purchaser, the following Liabilities (and only the following liabilities, responsibilities and obligations relating to the Acquired Assets (other than the Excluded Liabilities) (collectively, the “Assumed Liabilities”):

Assumption of Liabilities. On (a) Upon the terms and subject to the conditions set forth in this Agreement herein, at the Closing and the Sale Order, effective as of the ClosingClosing Date, Purchaser Buyer shall assume from the Sellers Seller Entities (and therefore agree to pay, perform, discharge or otherwise satisfy in accordance with their respective termsperform and discharge), and the Sellers Seller Entities shall irrevocably convey, transfer and assign to PurchaserBuyer, all of the following Liabilities (and only the following Liabilities) (collectively, the “Assumed Liabilities”):.

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement and the Sale OrderAgreement, effective as of the Closing, Purchaser shall assume from the Sellers Seller (and pay, perform, discharge or otherwise satisfy in accordance with their respective terms), and the Sellers Seller shall irrevocably convey, transfer and assign to Purchaser, Purchaser the following Liabilities (and only related to the following Liabilities) Purchased Assets (collectively, the “Assumed Liabilities”):

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement and the Sale Order, effective as of the Closing, Purchaser shall assume from at the Closing only the following Liabilities of the Sellers (and paycollectively, perform, discharge or otherwise satisfy but in accordance with their respective terms), and all cases excluding the Sellers shall irrevocably convey, transfer and assign to Purchaser, the following Liabilities (and only the following Excluded Liabilities) (collectively, the “Assumed Liabilities”):

Assumption of Liabilities. On (a) Upon the terms and subject to the conditions set forth in of this Agreement and the Sale OrderAgreement, effective as of at the Closing, Purchaser Seller shall assume from the Sellers (and pay, perform, discharge or otherwise satisfy in accordance with their respective terms), and the Sellers shall irrevocably convey, transfer and assign to Purchaser, and Purchaser shall assume and discharge or perform when due, pursuant to the following Liabilities assignment and assumption agreement substantially in the form of Annex A to be executed and delivered by Purchaser at the Closing (and the “Assumption Agreement”), only the following Liabilities) specifically enumerated liabilities or obligations of Seller, in each case only to the extent specifically relating to the Business or the Transferred Assets (collectively, the “Assumed Liabilities”):

Assumption of Liabilities. On Upon the terms and subject to the conditions set forth in this Agreement and the Sale OrderAgreement, effective as of at the Closing, Purchaser the Buyer shall assume from and timely satisfy and discharge all Liabilities of the Sellers (Seller and payits Affiliates under, performor in respect of or relating, discharge to the Acquired Assets or otherwise satisfy in accordance with their respective terms), and the Sellers shall irrevocably convey, transfer and assign Product to Purchaser, the following Liabilities (and only the following Liabilities) (collectively, the “Assumed Liabilities”):extent that they:

Assumption of Liabilities. On (a) Upon the terms and subject to the conditions set forth in this Agreement and herein, at the Sale Order, effective as of the Closing, Purchaser Closing Buyer shall assume from the Sellers Seller (and thereafter pay, perform, discharge or otherwise satisfy in accordance with their respective terms), and the Sellers Seller shall irrevocably convey, transfer and assign to PurchaserBuyer, all of the following Assumed Liabilities (and only the following Liabilities) (collectively, the “Assumed Liabilities”):as defined below).

Assumption of Liabilities. On Subject to the terms and subject to the conditions set forth in of this Agreement and the Sale OrderAgreement, effective as of the Closing, Purchaser the Seller shall assume from assign and transfer to the Sellers (and pay, perform, discharge or otherwise satisfy in accordance with their respective terms)Buyer, and the Sellers Buyer shall irrevocably convey, transfer assume and assign to Purchaser, duly and properly perform and discharge the following Liabilities obligations of the Seller arising on or after the Closing (and only the following Liabilities) (collectively, collectively the “Assumed Liabilities”):

Assumption of Liabilities. On Subject to entry of the Sale Order or subsequent order with respect to the assumption of liabilities, on the terms and subject to the conditions set forth in this Agreement and the Sale Order, at the Closing, pursuant to the Sale Order, Purchaser will assume, effective as of the Closing, Purchaser shall assume from the Sellers (and pay, perform, will timely perform and discharge or otherwise satisfy in accordance with their respective terms), and the Sellers shall irrevocably convey, transfer and assign to Purchaser, the following Liabilities (and only the following Liabilities) (collectively, the “Assumed Liabilities”):

Assumption of Liabilities. On (a) Subject to and upon the terms and subject to the conditions set forth in of this Agreement and the Sale OrderAgreement, effective as of the Closing, Purchaser shall agrees to assume from Sellers and to pay, perform and discharge according to their terms all of the following liabilities and obligations of Sellers (and pay, perform, discharge or otherwise satisfy in accordance with their respective terms), and the Sellers shall irrevocably convey, transfer and assign to Purchaser, the following Liabilities (and only the following Liabilities) (collectively, the “Assumed Liabilities”):

Assumption of Liabilities. On (a) Upon the terms and subject to the conditions set forth in this Agreement and the Sale Orderherein, effective as of at the Closing, Purchaser Buyer shall assume from the Sellers Seller (and thereafter pay, perform, discharge or otherwise satisfy in accordance with their respective terms), and the Sellers Seller shall irrevocably convey, transfer and assign to PurchaserBuyer, all of the following Liabilities (and only the following Liabilities) (collectively, the “Assumed Liabilities”):.

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement and Agreement, at the Sale OrderClosing, Purchaser shall assume, effective as of the Closing, Purchaser and shall assume from the Sellers (timely perform and pay, perform, discharge or otherwise satisfy in accordance with their respective terms), solely the Assumed Liabilities, subject to all objections, claims, counterclaims, rights of setoff or recoupment, and other defenses of the Sellers Sellers. “Assumed Liabilities” shall irrevocably convey, transfer and assign to Purchaser, the following Liabilities (and mean only the following liabilities (other than the Excluded Liabilities) (collectively, the “Assumed Liabilities”):

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement and the Sale Order, effective as of the Closing, Purchaser shall assume from the Sellers Seller (and pay, perform, discharge or otherwise satisfy in accordance with their respective terms), and the Sellers Seller shall irrevocably convey, transfer and assign to Purchaser, the following Liabilities (and only the following Liabilities) (collectively, the “Assumed Liabilities”):

Assumption of Liabilities. On (a) Upon the terms and subject to the conditions set forth in of this Agreement Agreement, on and the Sale Order, effective as of the ClosingClosing Date, Purchaser Seller shall assign, transfer, convey and deliver to Buyer, and Buyer shall assume and accept from the Sellers (and pay, perform, discharge or otherwise satisfy in accordance with their respective terms), and the Sellers shall irrevocably convey, transfer and assign to PurchaserSeller, the following Liabilities (obligations and liabilities of Seller accrued or arising after the Closing Date under, in connection with or as a result of only the following (hereinafter referred to as the "Liabilities) (collectively, the “Assumed Liabilities”"):

Assumption of Liabilities. On (a) Subject to the terms and subject to the conditions set forth in of this Agreement and the Sale OrderAgreement, effective as of the Closing, Seller shall delegate to Purchaser and Purchaser shall assume from the Sellers (Seller and pay, perform, perform and discharge or otherwise satisfy in accordance with according to their respective terms), and the Sellers shall irrevocably convey, transfer and assign to Purchaser, terms all of the following Liabilities liabilities and obligations of Seller (and only the following Liabilities) (collectively, the “"Assumed Liabilities”"):

Assumption of Liabilities. On (a) Upon the terms and subject to the conditions set forth in this Agreement and the Sale Orderherein, effective as of at the Closing, Purchaser Buyers shall assume from the Sellers (and thereafter pay, perform, discharge or otherwise satisfy in accordance with their respective terms), and the Sellers shall irrevocably convey, transfer and assign to PurchaserBuyers, all of the following Liabilities (and only the following Liabilities) (collectively, the “Assumed Liabilities”):.

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement herein, from and the Sale Order, effective as of after the Closing, Purchaser shall the Buyer will assume and satisfy or perform all of the Liabilities of the Seller or any Affiliated Transferor in respect of, or otherwise arising from the Sellers operation or use of the Acquired Assets, other than the Excluded Liabilities (and pay, perform, discharge or otherwise satisfy as set forth in accordance with their respective termsSection 2.4 below), and the Sellers shall irrevocably convey, transfer and assign to Purchaser, including the following Liabilities (and only the following Liabilities) (collectively, the “"Assumed Liabilities”"):

Assumption of Liabilities. On (a) Upon the terms and subject to the conditions set forth in of this Agreement and the Sale OrderAgreement, effective as of the Closing, Purchaser shall assume from the Sellers (will not assume, and will not pay, performperform or discharge when due, discharge any Liabilities of Seller, the Seller Affiliates, the Transferred Assets, the Business or otherwise satisfy in accordance with their respective terms)otherwise, and the Sellers shall irrevocably convey, transfer and assign to Purchaser, other than the following Liabilities (and only the following Liabilities) (collectively, the “Assumed Liabilities”):), which Assumed Liabilities Purchaser shall pay, perform, and discharge when due:

Assumption of Liabilities. On (a) Upon the terms and subject to the conditions set forth in this Agreement and herein, at the Sale Order, effective as of the Closing, Purchaser Closing Buyer shall assume from the Sellers Seller (and thereafter pay, perform, discharge or otherwise satisfy in accordance with their respective terms), and the Sellers Seller shall irrevocably convey, transfer and assign to PurchaserBuyer, only the following Liabilities of Seller (and only the following Liabilities) (collectively, the “Assumed Liabilities”):

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement and the Sale Order, effective as of at the Closing, the Purchaser shall assume from only the following Liabilities of the Sellers (and paycollectively, perform, discharge or otherwise satisfy but in accordance with their respective terms), and all cases excluding the Sellers shall irrevocably convey, transfer and assign to Purchaser, the following Liabilities (and only the following Excluded Liabilities) (collectively, the “Assumed Liabilities”):

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement and the Sale Order, effective as of the Closing, Purchaser shall assume from the Sellers Seller (and thereafter pay, perform, discharge or otherwise satisfy in accordance with their respective terms), and the Sellers Seller shall irrevocably convey, transfer and assign to Purchaser, only the following Liabilities (and only the following Liabilities) no others (collectively, the “Assumed Liabilities”):

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement herein, from and the Sale Order, effective as of after the Closing, Purchaser shall Buyer will assume and satisfy or perform all of the Liabilities of Seller in respect of, or otherwise arising from the Sellers ownership, operation or use of the Acquired Assets, (in each case other than the Excluded Liabilities as set forth in Section 2.4 below and pay, perform, discharge or other than Liabilities that are otherwise satisfy in accordance with their respective termssubject to indemnification by Seller pursuant to this Agreement), and but in each case only to the Sellers shall irrevocably convey, transfer and assign to Purchaser, the following Liabilities extent expressly set forth below (and only the following Liabilities) (collectively, the “Assumed Liabilities”):

Assumption of Liabilities. On (a) Upon the terms and subject to the conditions set forth in this Agreement and the Sale OrderAgreement, effective as of the Closing, Purchaser shall assume from the Sellers (and payBuyers agree to assume, satisfy, perform, pay, discharge and be solely responsible for any and all of the Liabilities related to the Purchased Assets or otherwise satisfy in accordance with their respective termsthe Business (other than the Excluded Liabilities), and including the Sellers shall irrevocably convey, transfer and assign to Purchaser, the following Liabilities (and only the following Liabilitiesset forth below in this Section 2.1(a) (collectively, collectively the “Assumed Liabilities”):

Assumption of Liabilities. On (a) Upon the terms and subject to the conditions set forth in this Agreement and herein, at the Sale Order, effective as of the Closing, Purchaser Closing Buyer shall assume from the Sellers Seller (and thereafter pay, perform, discharge or otherwise satisfy in accordance with their respective terms), and the Sellers Seller shall irrevocably convey, transfer and assign to PurchaserBuyer, only the following Liabilities of Seller (and only the following Liabilities) (collectively, the “"Assumed Liabilities”"):

Assumption of Liabilities. On (a) Subject to the terms and subject to the conditions set forth in of this Agreement and the Sale OrderAgreement, effective as of at the Closing, Purchaser shall assume from the Sellers (and pay, perform, discharge or otherwise satisfy in accordance with their respective terms)Buyer will, and the Sellers shall irrevocably conveydoes hereby, transfer assume, and assign promise to Purchaserpay and perform when due, only the following Liabilities (and only of the following Liabilities) Seller (collectively, the “Assumed Liabilities”):), in each case in accordance with their respective terms:

Assumption of Liabilities. On Upon the terms and subject to the conditions set forth in of this Agreement and the Sale OrderAgreement, effective as of at the Closing, Purchaser shall assume from the Sellers (Seller will assign and transfer to the Buyer, and the Buyer will accept and assume, and agree to pay, perform, discharge or otherwise satisfy in accordance with their respective terms)and satisfy, as and when due, and the Sellers shall irrevocably conveyhold Seller harmless from same, transfer and assign to Purchaser, the following Liabilities (and only the following Liabilities) obligations and liabilities of the Seller and no others (collectively, the “Assumed Liabilities”):

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement Agreement, from and the Sale Order, effective as of after the Closing, the Purchaser shall will assume from the Sellers (and pay, perform, discharge satisfy or otherwise satisfy in accordance with their respective terms), and the Sellers shall irrevocably convey, transfer and assign to Purchaser, perform when due only the following Liabilities of the Sellers relating to the Acquired Assets (and only the following Liabilities) (collectively, the “Assumed Liabilities”):) but no others: