Business Assumed Sample Clauses

Business Assumed. Upon the terms and subject to the conditions and other provisions of this Agreement and any required governmental and regulatory consents and approvals, Seller hereby agrees to cede to LLANY and LLANY hereby agrees to accept and assume the Insurance Contracts. LLANY agrees to indemnify, defend and hold harmless Seller (and its directors, officers, employees, Affiliates, successors and permitted assigns), in accordance with the procedures set forth in Section 10.02 and Section 10.03 of the Acquisition Agreement, from and against all Insurance Liabilities assumed by LLANY pursuant to this Agreement.
Sample 1
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Business Assumed. Upon the terms and subject to the conditions and other provisions of this Agreement and any required governmental and regulatory consents and approvals, Seller hereby agrees to cede to Purchaser and Purchaser hereby agrees to accept and assume the Policies.
Sample 1
Business Assumed. Subject to the terms and conditions of this Agreement, TIC shall, as of the Effective Date, transfer, convey and absolutely assign to XXXX all of its rights and obligations in and to the Disability Business, and XXXX shall be substituted in TIC’s place with respect to all of the Disability Business as if it had originally issued the Disability Business. XXXX shall, with respect to the Assumed Liabilities, perform all contractual promises made by TIC and shall be entitled to all rights of TIC, under the policies and certificates that constitute the Disability Business.
Sample 1
Business Assumed. Subject to the terms and conditions of this Agreement, TIC shall, as of the Effective Date, transfer, convey and absolutely assign to NHIC all of its rights and obligations in and to the Business, and NHIC shall be substituted in TIC’s place with respect to all of the Business as if it had originally issued the Business. NHIC shall, with respect to the Assumed Liabilities, perform all contractual promises made by TIC and shall be entitled to all rights of TIC, under the policies and certificates that constitute the Business.
Sample 1
Business Assumed. Subject to the terms and conditions of this Agreement, TIC shall, as of the Effective Date, transfer, convey and absolutely assign to JHUSA all of its rights and obligations in and to the Assumed Business, and JHUSA shall be substituted in TIC’s place with respect to all of the Assumed Business as if it had originally issued the Business. JHUSA shall, from and after the Effective Date, with respect to the Assumed Liabilities, perform all contractual promises made by TIC and shall be entitled to all rights of TIC, under the policies and certificates that constitute the Business.
Sample 1
Business Assumed 
Sample 1

Related to Business Assumed

  • Assumed Business Names Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None.

  • Business Assets The Company Assets comprise all of the property and assets of the Business, and none of the Vendor or the Significant Shareholders nor any other person, firm or corporation owns any assets used by the Company in operating the Business, whether under a lease, rental agreement or other arrangement;

  • Liabilities Assumed by Assuming Institution The Assuming Institution expressly assumes at Book Value (subject to adjustment pursuant to Article VIII) and agrees to pay, perform, and discharge all of the following liabilities of the Failed Bank as of Bank Closing, except as otherwise provided in this Agreement (such liabilities referred to as "Liabilities Assumed"):

  • Liabilities Assumed As of the Closing Date, Buyer will assume and agree to pay, discharge and perform, the following obligations and liabilities of Seller (the “Assumed Liabilities”): (a) all obligations of Seller under the Assumed Contracts and Permits, in each case, that arise from and after the Closing Date (except for any obligations that have accrued prior to the Closing Date) and (b) to the extent of such credit, all liabilities for which Buyer receives a credit against the Purchase Price pursuant to Section 3.6; provided, however, that, notwithstanding anything to the contrary in this Agreement, including the definition of “Assumed Contracts” in Article I, the Assumed Liabilities will not include (i) any obligation under an Assumed Contract that does not relate to the operation of the Stations or the Purchased Assets if such Assumed Contract relates to both (x) the operation of the Stations or the Purchased Assets and (y) other assets or operations of Seller or its Affiliates or (ii) if Buyer assumes rights and obligations of Seller under an Assumed Contract by executing a new Contract with the counterparty thereto rather than assuming an existing Assumed Contract, any obligations under the existing Assumed Contract. For clarity, with respect to the LER Agreement, Buyer shall either assume the LER Agreement or enter into a replacement Contract as contemplated by the next sentence of this Section 3.2, in either case, solely to the extent of obligations related to the Stations covered thereby (KTCY-FM and KZMP-FM) or terminate its obligations thereunder and pay the “Buyout Amount” as defined in and calculated under Section 5 of the LER Agreement with respect to KTCY-FM and KZMP-FM (in which event Seller shall cause LER to provide Buyer with an acknowledgment that the LER Agreement has, effective upon receipt of the Buyout Amount, been terminated with respect to such Stations) and, upon payment of the Buyout Amount, the Assumed Liabilities shall not include any obligation under the LER Agreement. Buyer may assume the Assumed Liabilities under an Assumed Contract by executing a new Contract with the counterparty thereto (if acceptable to the counterparty thereto) instead of assuming the existing Assumed Contract.

  • Assumed Names Borrower does not originate Mortgage Loans or otherwise conduct business under any names other than its legal name and the assumed names set forth on Exhibit G. Borrower has made all filings and taken all other action as may be required under the laws of any jurisdiction in which it originates Mortgage Loans or otherwise conducts business under any assumed name. Borrower’s use of the assumed names set forth on Exhibit G does not conflict with any other Person’s legal rights to any such name, nor otherwise give rise to any liability by Borrower to any other Person. Borrower may amend Exhibit G to add or delete any assumed names used by Borrower to conduct business. An amendment to Exhibit G to add an assumed name is not effective until Borrower has delivered to Lender an assumed name certificate in the jurisdictions in which the assumed name is to be used, which must be satisfactory in form and content to Lender, in its sole discretion. In connection with any amendment to delete a name from Exhibit G, Borrower represents and warrants that it has ceased using that assumed name in all jurisdictions.

  • Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Seller shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Seller shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Penta-Gen and the Company to execute any and all such bills of sale, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Seller and to assign and/or transfer the Excluded Liabilities to Seller. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

  • No Assumed Liabilities Buyer will not assume any liabilities of ---------------------- Seller or Seller's Operations.

  • Fictitious Business Names 23 6.7. Organization......................................................... 24 6.8. No Judgments or Litigation........................................... 24 6.9.

  • The Business The parties acknowledge that the Company is engaged in the development, marketing and sale of certain proprietary technologies, processes and related products in the areas of chemical detection, technical processes, and technical/business services, and that the Company may also from time to time become or may intend to become engaged in other business endeavors (individually and collectively, the "BUSINESS"). The Company shall be deemed to intend to become engaged in a business endeavor if it has devoted or expended any significant resources, either financial or human resources, towards the proposed endeavor, either in planning or implementing the undertaking of such planned endeavor.

  • Business Names Other than its full corporate name, Borrower has not conducted business using any trade names or fictitious business names except as shown on the Supplement.

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