Assumptions of Liabilities. At the Closing Date, Buyer shall assume the Assumed Liabilities in accordance with the Assumption Agreement attached hereto as Exhibit B.
Assumptions of Liabilities. Upon satisfaction of all Closing ---------------------------- conditions of the parties contained herein (other than such conditions as shall have been waived in accordance with the terms hereof), the Purchaser, pursuant to a liabilities undertaking in the form to be attached to the Final Purchase Agreement as Exhibit "C" ("Liabilities Undertaking"), shall assume liabilities ----------------------- and obligations of the Company listed on Exhibit "C-1" attached thereto but excluding those listed on Exhibit "C-2" attached thereto.
Assumptions of Liabilities. Upon satisfaction of all conditions to the -------------------------- obligations of the parties contained herein (other than such conditions as shall have been waived in accordance with the terms hereof), shall assume liabilities and obligations regarding product quality and replacements. The Buyer is not assuming, and will not be obligated or liable for, any liability of the Company as it relates to the services provided. The Company will not assume and will not be obligated for any product related issues. All products related issues will be the responsibility of the Buyer. All information in the marketing material and corresponded will be the liability of the Buyer. The Company will serve as the distribution center for the marketing material.
Assumptions of Liabilities. Other than as specifically set forth in this Agreement, Buyer shall not and does not assume any of Seller's liabilities, including, but not limited to, any liabilities to any employees of Seller, all taxes of any kind (including, without limitation, all income, franchise, excise and employment taxes, including any interest and penalties thereon), and liabilities arising under any suits, actions or proceedings against Seller or the Assets, and any other debts or contingencies or any other liabilities of Seller, whether fixed or contingent, and all such liabilities shall remain the sole obligations of Seller.
Assumptions of Liabilities. Purchaser shall have provided Seller with the Assumption Instrument executed by the Purchaser.
Assumptions of Liabilities. 17 2.06 Xxxxxxx Money and Indemnification Deposit.....................................................17 2.07 Sales and Transfer Taxes......................................................................17 2.08
Assumptions of Liabilities. Save for the obligations and liabilities in and arising from, pursuant to or in connection with the JV & SH Agreement and the Financial Commitment as disclosed in Section 2.1.6 of this Announcement, the L&G Group will not assume any other liabilities, including contingent liabilities and guarantees arising from the Proposed Joint Venture.
Assumptions of Liabilities. Seller represents that the Assumed Liabilities were incurred by Seller in the ordinary course of its business.
Assumptions of Liabilities. Upon satisfaction of all conditions to the ---------------------------- obligations of the parties contained herein (other than such conditions as shall have been waived in accordance with the terms hereof), shall assume liabilities and obligations regarding product quality and replacements. The ABF is not assuming, and will not be obligated or liable for, any liability of the Company as it relates to the services provided. The Company will not assume and will not be obligated for any product related issues. All products related issues will be the responsibility of the ABF. All information in the marketing material and corresponded will be the liability of the ABF. The Company will serve as the distribution center for the marketing material.
Assumptions of Liabilities. Except as expressly provided herein, Party II will retain and Party I will not assume any liabilities or obligations of Party II of any nature whatsoever, whether imposed by operation of law or otherwise, including without limitation, (i)any expenses, liabilities or obligations of Party II arising out of or in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby (nor may Party II pay any of such expenses, or discharge any of such liabilities or obligations, related to the Party I Acquired Assets); or (ii) any environmental liability and any liabilities or obligations of Party II relating to federal, state or local income or franchise taxes, or sales, use or gross receipts taxes, or tax withholding obligations attributable to Party II ownership of the Party I Acquired Assets, the transactions contemplated hereby or the conduct of Party II's business prior to the Closing Date. Averox has performed full due diligence of the software IPR and is fully aware of the Provisus software mentioned in Schedule I.
