Assumption of the Liabilities. The Assuming Party assumes and agrees with the Debtor and the Creditor to fully and faithfully discharge and perform all duties, liabilities and obligations of the Debtor under the Liabilities.
Assumption of the Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, effective as of the Closing, but subject to Section 2.3(b), the Buyer shall assume and become responsible to perform, discharge and pay when due, all of the (i) Liabilities arising out of or relating to the ownership, operation or use of the Transferred Assets or the operation or conduct of the Business from and after the Closing Date but solely to the extent such Liabilities actually arise out of or relate to the ownership, operation or use of the Transferred Assets or the conduct of the Business on or after the Closing Date, and (ii) the Specified Liabilities (collectively, the “Assumed Liabilities”); provided, however, that Taxes shall be Assumed Liabilities only to the extent such Taxes are (i) described in sections (d) and (e) of the definition of Specified Liabilities contained herein, or (ii) Assumed Liabilities pursuant to Section 7.3.
Assumption of the Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, effective as of the Closing, but subject to Section 2.3(b), Buyer shall assume and become responsible to perform, discharge and pay when due, all of the (i) Liabilities arising out of or relating to the ownership, operation or use of the Transferred Assets upon or after the Closing (including all Covered Taxes allocated to Buyer under Section 6.2(a) and other Taxes with respect to the Transferred Assets for taxable periods (or portions thereof) beginning after the Closing Date), (ii) Liabilities to the extent required to be performed upon or after the Closing under Assumed Contracts (but not including any Liabilities arising out of an Assumed Contract that occurred prior to the Closing in connection with a breach, violation, penalty or similar Liability as a result of an action or omission by Seller or any of its Subsidiaries), (iii) Liabilities to the extent required to be performed upon or after the Closing under Shared Contracts to the extent related to the Wireless Business (but not including any Liabilities arising out of a Shared Contract that occurred prior to the Closing in connection with a breach, violation, penalty or similar Liability as a result of an action or omission by Seller or any of its Subsidiaries) and (iv) Liabilities expressly assumed by, retained by or agreed to be performed by Buyer or any of its Affiliates pursuant to the terms of this Agreement or any Transaction Document, including pursuant to the second to last sentence of Section 5.12(f) (collectively, the “Assumed Liabilities”).
Assumption of the Liabilities. ERC acknowledges its obligation to assume the $1,048,671 in liabilities which were listed on the books of New Century at the time of the Closing and any liabilities incurred by New Century in connection with, and/or related to the business of ERC, either before or after the Closing (the "Liabilities"). ERC additionally agrees that the assumption of the Liabilities should relate back to the date of the Closing, and that therefore, the effective date of this agreement shall be the date of the Closing.
Assumption of the Liabilities. 15 5. PURCHASE PRICE OF THE BUSINESS AND ALLOCATION OF THE PURCHASE PRICE.............................18 6.
Assumption of the Liabilities. 4.1 The Purchaser agrees to assume the following liabilities of the Seller with effect from the Closing Date and to discharge them as and when they fall due:-
Assumption of the Liabilities. As of the Completion Date:
Assumption of the Liabilities. The A suming Party assumes and agrees with the Debtor and the Creditor to fully and faithfully discharge and perform all duties, liabilities and obligations of the Debtor under the Liabilities.
Assumption of the Liabilities. Purchaser agrees to assume from Seller the Assumed Liabilities. Seller agrees to pay and discharge all of its Liabilities other than the Assumed Liabilities, as and when due.
Assumption of the Liabilities. Purchasers hereby jointly and severally assume payment of the Liabilities. Specifically, Purchasers additionally agree to indemnify and hold HHG harmless from any loss, cost or expense (including attorneys fees) relating to or arising out of vacation, personal leave or sick leave claims by employees of HHG that accrued through September 30, 2006, specifically including but not limited to any claims by Xxxx X. Xxxxxx, Xxxxxxxx Xxxxx and Xxx Xxxxxxxxx.
