Assumption of the Assumed Liabilities Sample Clauses

Assumption of the Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Purchaser will execute and deliver to the Company the Assumption Agreement, pursuant to which the Purchaser will, effective as of the Effective Time, assume only the Assumed Liabilities.
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Assumption of the Assumed Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Operating Partnership shall assume from the Contributor and thereafter pay, perform or discharge in accordance with their terms any and all Liabilities of the Contributor, whether arising before, on or after the Closing Date, including the following Liabilities (collectively, the “Assumed Liabilities”):
Assumption of the Assumed Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall, and shall cause its Affiliates to, assign to Purchaser, and Purchaser shall assume, satisfy and discharge when due, any and all Liabilities of Seller or any of its Affiliates relating to the Transferred Assets (other than the Excluded Liabilities and excluding, for the avoidance of doubt, (i) all Reinsured Liabilities reinsured by Purchaser under and pursuant to the Reinsurance Agreement, which will be governed by the terms of the Reinsurance Agreement, to the extent arising on or after the Closing Date, (ii) any Liabilities that result from a breach by Seller or its Affiliates of any Assigned Contract arising out of an action or omission occurring prior to the Closing) (all such Liabilities to be so assumed, satisfied or discharged being referred to herein as the “Assumed Liabilities”), including the following: (a) all Liabilities arising under the Assigned Contracts; (b) all Liabilities for Taxes relating to the Transferred Assets other than Excluded Taxes; (c) all Liabilities assumed by Purchaser pursuant to Articles VI and VII; and (d) all Liabilities listed on Schedule III. Notwithstanding the foregoing, the Liabilities of Seller or any of its Affiliates relating to the Business Employee Benefit Plans and the Assigned Lease shall not be assumed or assigned to Purchaser until the termination of the Employee Lease Term, after which time Purchaser shall (with respect to the Assigned Lease, subject to the terms of Section 2.08(d)) assume, satisfy and discharge when due, any and all Liabilities of Seller or any of its Affiliates thereunder.
Assumption of the Assumed Liabilities. NGL Subsidiary shall assume the Assumed Liabilities pursuant to an assumption agreement in the form attached as Exhibit G hereto (the “Assumption Agreement”).
Assumption of the Assumed Liabilities. On the terms and subject to the conditions of this Agreement, Buyer shall, on the Closing Date, assume and shall pay, honor, perform and discharge (or cause to be assumed, paid, honored, performed and discharged) when due all the U.S. Assumed Liabilities and the International Assumed Liabilities (collectively, the "ASSUMED LIABILITIES").
Assumption of the Assumed Liabilities. On the terms and conditions set forth in this Agreement, Enovation hereby assigns the Assumed Liabilities to Newco, and Newco hereby assumes the Assumed Liabilities from Enovation, in each case effective as of the Effective Time. The “Assumed Liabilities” consist of all liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise (“Liabilities”) of Enovation (in each case other than any of the foregoing that are Retained Liabilities and specifically including the liabilities set forth on Schedule 1.3), as the same exist as of the Effective Time, including those arising under the Assigned Contracts. For the avoidance of doubt, the phrase “as the same exist as of the Effective Time” at the end of the preceding sentence is not meant to limit the assumption by Newco of all liabilities, obligations and commitments arising or required to be performed after the Effective Time under the Assigned Contracts, including liabilities arising specifically as a result of the assignment thereof. Newco covenants to Enovation that Newco shall pay, perform, discharge, satisfy and observe each of the Assumed Liabilities in accordance with their respective terms.
Assumption of the Assumed Liabilities. (a) The Sellers hereby assign and delegate to the Buyer, and the Buyer agrees to perform, and in due course pay and discharge, the Assumed Liabilities.
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Assumption of the Assumed Liabilities. The parties agree that to the extent that the purchase of the Purchased Assets does not constitute an Agreed G Reorganization, Purchaser shall prepare and deliver to Seller an allocation schedule setting forth Purchaser’s good faith determination of the allocation of the Purchase Price among the Purchased Assets (the “Allocation”) in accordance with Code Section 1060 within sixty (60) days of the Purchaser’s determination that the purchase of the Purchased Assets does not constitute an Agreed G Reorganization. The Allocation shall be used by the parties in preparing Form 8594 for each of the Purchaser and the Seller and all Tax Returns of Purchaser and Seller. Purchaser and Seller shall report and file all Tax Returns (including amended Tax Returns and claims for refund) in a manner that is consistent with the Allocation, and shall take no position contrary thereto or inconsistent therewith for Tax purposes unless required by applicable law. Without changing the Purchase Price, the Purchaser has the option to leave assets in Seller’s bankruptcy estate, to exclude from Purchased Assets any assets of the Seller that are sold to other parties, and, prior to the Closing, to add or remove contracts, agreements, leases or licenses from Assumed Contracts. Purchaser further reserves the right to increase the cash portion of the Purchase Price (which increased portion may be used to satisfy the Senior Term Loans in all or part). In accordance with the terms and conditions of an escrow agreement entered into by and among Purchaser, Seller and Gellert Xxxxx Xxxxxxxxx & Xxxxx, LLC as escrow agent, dated as of November 7, 2016 (the “Escrow Agreement”), Seller has received a deposit from or on behalf of Purchaser (the “Deposit”). The Deposit will be released in accordance with the terms of the Escrow Agreement.
Assumption of the Assumed Liabilities. Assignee hereby assumes those business liabilities of Assignor known to both parties as of August 31, 1999 (such as Assignor's Accounts payable). Assignee does not and will not assume or be responsible for payment of any other liability or obligation of Assignor of any kind whatsoever. Assignor agrees to remain solely liable for all other liabilities of Assignor and shall indemnify and hold Assignee harmless from any and all claims, demands or losses incurred as a result of such other liabilities.
Assumption of the Assumed Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Sellers shall, or shall cause their respective Affiliates to, assign to Buyer, or an Affiliate of Buyer and Buyer, or an Affiliate of Buyer, shall assume, the Assumed Liabilities.
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