Common use of Assumption of Liabilities Clause in Contracts

Assumption of Liabilities. (a) At the closing, Purchaser shall assume and become responsible for, and shall thereafter pay, perform, and discharge as and when due, only the following liabilities (collectively, the “Assumed Liabilities”):

Appears in 4 contracts

Samples: Asset Purchase Agreement (Streamline Health Solutions Inc.), Asset Purchase Agreement (Sifco Industries Inc), Asset Purchase Agreement (Sifco Industries Inc)

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Assumption of Liabilities. (a) At the closingClosing, Purchaser Buyer shall assume and become responsible forassume, and shall thereafter pay, perform, perform and discharge as and when due, only all of the following liabilities (collectivelythe "ASSUMED LIABILITIES"), the “which Assumed Liabilities”):Liabilities are listed by category, including estimated amounts of such Assumed Liabilities on Schedule 1.3:

Appears in 3 contracts

Samples: Asset Purchase Agreement (International Steel Group Inc), Asset Purchase Agreement (Weirton Steel Corp), Asset Purchase Agreement (Weirton Steel Corp)

Assumption of Liabilities. (a) At the closingClosing, Purchaser Buyer shall assume and become responsible for, and shall thereafter agree to pay, discharge or perform, and discharge as and appropriate, when due, due only the following liabilities Liabilities of Seller specifically identified below in this subsection (collectively, a) (the “Assumed Liabilities”):

Appears in 3 contracts

Samples: Asset Purchase Agreement (CSS Industries Inc), Asset Purchase Agreement (CSS Industries Inc), Asset Purchase Agreement (Discovery Laboratories Inc /De/)

Assumption of Liabilities. (a) At the closingClosing, the Purchaser shall assume and become responsible for, (and shall thereafter payagree to discharge, perform, pay and discharge as and when due, perform in accordance with their terms) only the following liabilities Liabilities of the Seller (each an “Assumed Liability,” and collectively, the “Assumed Liabilities”):), and no other liabilities or obligations of the Seller whatsoever:

Appears in 3 contracts

Samples: Assignment and Assumption Agreement (LMP Automotive Holdings, Inc.), Asset Purchase and Contribution Agreement (LMP Automotive Holdings, Inc.), Asset Purchase Agreement (LMP Automotive Holdings, Inc.)

Assumption of Liabilities. (a) At the closingClosing, Purchaser shall assume and become responsible forassume, and Purchaser shall thereafter hereafter pay, perform, satisfy and discharge as and when due, only the following liabilities Liabilities of Seller (collectively, the “Assumed Liabilities”):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Webmedia Brands Inc.), Asset Purchase Agreement (INSURE.COM, Inc)

Assumption of Liabilities. (a) At the closingClosing, Purchaser Buyer shall assume and become responsible forassume, and shall thereafter pay, perform, perform and discharge as and when due, only all of the following liabilities (collectively, the “Assumed Liabilities”"ASSUMED LIABILITIES"):

Appears in 2 contracts

Samples: Asset Purchase Agreement (International Steel Group Inc), Asset Purchase Agreement (Bethlehem Steel Corp /De/)

Assumption of Liabilities. (a) At the closingClosing, Purchaser shall assume assume, and become responsible shall be solely and exclusively liable for, and shall thereafter pay, perform, perform and discharge as and when due, only the following liabilities Liabilities of each Seller (collectively, the "Assumed Liabilities"):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Tetra Tech Inc), Asset Purchase Agreement (Foster Wheeler LTD)

Assumption of Liabilities. (a) At the closingClosing, Purchaser the Buyer shall assume and become responsible forassume, and shall thereafter pay, perform, perform and discharge as and when due, only the following liabilities and obligations (collectively, the "Assumed Liabilities"):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Seragen Inc), Asset Purchase Agreement (Seragen Inc)

Assumption of Liabilities. (a) At As of the closingClosing Date, Purchaser Buyer shall assume and become responsible for, and shall thereafter undertake to pay, perform, perform and discharge as and when due, according to their terms only the following liabilities Liabilities of Seller (collectively, the “Assumed Liabilities”):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Perficient Inc), Asset Purchase Agreement (Perficient Inc)

Assumption of Liabilities. (a) At Subject to the closingterms and conditions set forth herein, from and after the Closing, Purchaser shall assume and become responsible for, and shall thereafter payagree to satisfy, perform, pay and discharge as and when due, only due solely the following liabilities and obligations of Seller (paragraphs (a), (b), (c) and (d) below, collectively, the “Assumed Liabilities”):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Nexxus Lighting, Inc.), Asset Purchase Agreement (Nexxus Lighting, Inc.)

Assumption of Liabilities. (a) At Subject to the closingterms and conditions hereof, Purchaser effective as of the Closing, the Buyer shall assume and become agree to be responsible for, and shall thereafter pay, perform, perform and discharge as and when due, due only the following liabilities Liabilities related to the Business (collectively, the “Assumed Liabilities”):), in each case in accordance with their respective terms:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Hooper Holmes Inc), Asset Purchase Agreement (Hooper Holmes Inc)

Assumption of Liabilities. (a) At Upon the closingterms and subject to the conditions contained herein, at the Closing, the Purchaser shall assume and become responsible for, and shall thereafter pay, perform, discharge and discharge perform as and when due, and the Seller Parties shall assign to the Purchaser the following, and only the following liabilities following, Liabilities of the Seller Parties relating to the Business (collectively, the “Assumed Liabilities”):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Kensey Nash Corp), Asset Purchase Agreement (Spectranetics Corp)

Assumption of Liabilities. (a) At On the closingterms and subject to the conditions set forth herein, Purchaser at the Closing, the Buyer shall assume assume, become liable for and become responsible for, and shall thereafter agree to pay, discharge and perform, and discharge as and when duethe case may be, only the following liabilities Liabilities of the Companies (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Meta Financial Group Inc)

Assumption of Liabilities. (a) At the closingClosing, Purchaser the Buyer shall assume and become responsible forfrom the Seller, and shall thereafter agree to pay, perform, discharge and discharge perform as and when duedue and performable, only the following liabilities specific Liabilities of the Seller (collectively, the “Assumed Liabilities”):), in exchange for the consideration specified in this Section 2:

Appears in 1 contract

Samples: Employment Agreement (Cano Health, Inc.)

Assumption of Liabilities. (a) At Buyer shall assume, effective as of the closing, Purchaser shall assume and become responsible forClosing, and shall thereafter pay, perform, perform and discharge as and when due, only due the following liabilities and obligations of the Company (collectively, the "Assumed Liabilities"):

Appears in 1 contract

Samples: Vessel Purchase Agreement (Rand Logistics, Inc.)

Assumption of Liabilities. (a) At the closing, Closing the Purchaser shall will assume and become responsible for, and shall will thereafter pay, perform, perform and discharge as and when due, only the following liabilities of the Business, or arising from the use of the Purchased Assets or the operation of the Business after the Closing Date whether accrued, absolute, contingent or otherwise (collectively, the “Assumed Liabilities”"ASSUMED LIABILITIES"):

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Barnes Group Inc)

Assumption of Liabilities. (a) At the closingClosing, Purchaser shall assume and become responsible for, and shall thereafter agree to pay, perform, perform and discharge as and when due, only all of the following liabilities (collectively, the "Assumed Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (First Aviation Services Inc)

Assumption of Liabilities. (a) At the closingClosing, Purchaser Buyer shall assume and become responsible forassume, and Buyer shall thereafter hereafter pay, perform, perform and discharge as and when due, only all of the following liabilities (collectively, the “Assumed Liabilities”"ASSUMED LIABILITIES"):

Appears in 1 contract

Samples: Asset Purchase Agreement (LTV Corp)

Assumption of Liabilities. (a) At the closingClosing, Purchaser Buyer shall assume and become responsible forassume, and Buyer shall thereafter hereafter pay, perform, perform and discharge as and when due, only the following liabilities and obligations (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Reliant Energy Inc)

Assumption of Liabilities. (a) At the closingClosing, Purchaser shall will assume and become responsible foragree to discharge, perform and shall thereafter pay, perform, and discharge as and when due, only comply with the following liabilities (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Purchase Agreement (Flatbush Federal Bancorp Inc)

Assumption of Liabilities. (a) At On the closingterms and subject to the conditions set forth herein, Purchaser at the Closing, the Buyer shall assume assume, become liable for and become responsible for, and shall thereafter agree to pay, discharge and perform, and discharge as and when duethe case may be, only the following liabilities Liabilities of the Seller (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Phillips Van Heusen Corp /De/)

Assumption of Liabilities. (a) At the closingClosing, Purchaser Buyer shall assume and become responsible forassume, and shall thereafter pay, perform, perform and discharge as and when due, only all of the following liabilities (collectively, the "Assumed Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement

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Assumption of Liabilities. (a) At the closingClosing, Purchaser shall assume and become responsible for, and shall thereafter agree to pay, discharge or perform, as appropriate, the following and discharge as and when due, only the following liabilities and obligations (collectively, the "Assumed Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Integra Lifesciences Holdings Corp)

Assumption of Liabilities. (a) At As of the closingClosing, the Purchaser shall will assume and become responsible for, and shall thereafter pay, performperform or discharge the following, and discharge as and when due, only the following liabilities (collectivelyfollowing, the “Assumed Liabilities”):obligations and liabilities:

Appears in 1 contract

Samples: Asset Purchase Agreement (Golden Books Family Entertainment Inc)

Assumption of Liabilities. (a) At Subject to Section 2.3(b), at the closingClosing, Purchaser Buyer shall assume and become responsible forassume, and shall thereafter pay, perform, agree to pay and discharge as and when due, due only the following liabilities (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Tvi Corp)

Assumption of Liabilities. (a) At As of the closingClosing Date, Purchaser the Buyer shall assume and become responsible for, and shall thereafter undertake to pay, perform, perform and discharge as and when due, according to their terms only the following liabilities Liabilities of the Seller (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Perficient Inc)

Assumption of Liabilities. (a) At Subject to Closing, effective as of and from the closingEffective Time, the Purchaser shall assume and become responsible for, and shall thereafter pay, perform, discharge and discharge as and pay when due, only due the following obligations and liabilities (collectively, the “"Assumed Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Metasolv Inc)

Assumption of Liabilities. (a) At the closingClosing, Purchaser shall will assume and become responsible foragree to discharge, perform and shall thereafter pay, perform, and discharge as and when due, only comply with the following liabilities (collectively, the "Assumed Liabilities"):

Appears in 1 contract

Samples: Purchase Agreement (Chelsea Property Group Inc)

Assumption of Liabilities. (a) At Effective as of the closingClosing, Purchaser Buyer ------------------------- shall assume and become responsible for, and shall thereafter agree to pay, perform, discharge and discharge as satisfy each and when due, only all of the following liabilities set forth below in paragraphs (collectively, a) through (d) but only to the extent that such liabilities were incurred in the Ordinary Course (collectively the "Assumed Liabilities"):

Appears in 1 contract

Samples: Sale and Purchase Agreement (Geo Specialty Chemicals Inc)

Assumption of Liabilities. (a) At the closingAs of Closing, Purchaser Buyer shall assume and become responsible fordischarge, perform and shall thereafter payfulfill, perform, and discharge as and when due, only the following liabilities (collectively, the “Assumed Liabilities”):.

Appears in 1 contract

Samples: Assumption Agreement

Assumption of Liabilities. (a) At the closingClosing, Purchaser Buyer shall assume and become responsible for, and shall thereafter pay, perform, honor and discharge as when due and when due, payable only the following liabilities Liabilities of Seller (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (S&c Holdco 3 Inc)

Assumption of Liabilities. (a) At the closingClosing, Purchaser Buyer shall assume and become responsible forassume, and shall thereafter paypay perform and discharge, perform, and discharge as and when due, only due all of the following liabilities (collectively, the “Assumed Liabilities”):), which Assumed Liabilities are listed by category:

Appears in 1 contract

Samples: Asset Purchase Agreement (Angiodynamics Inc)

Assumption of Liabilities. (a) At Upon the closingterms and subject to the conditions set forth herein, at the Closing, Purchaser shall assume and become responsible for, and shall thereafter agree to pay, perform, honor and discharge as and when due, due all only the following liabilities Liabilities (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Assignment and Assumption Agreement (RCS Capital Corp)

Assumption of Liabilities. (a) At the closing, Purchaser Buyer shall at Closing assume and become responsible for, and shall thereafter agree to pay, perform, discharge and discharge as and perform when due, only due the following liabilities and obligations of Seller (collectively, the "Assumed Liabilities”Obligations"):

Appears in 1 contract

Samples: Option Agreement (Emmis Broadcasting Corporation)

Assumption of Liabilities. (a) At the closingClosing, Purchaser the Buyer shall assume and become responsible for, and shall thereafter agree to pay, discharge or perform, and discharge as and appropriate, when due, only the following liabilities Liabilities of the Seller specifically identified below in this SECTION 1.3(a) (collectively, the "Assumed Liabilities"):

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Verticalnet Inc)

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