CONTRACTS ASSUMED Sample Clauses

CONTRACTS ASSUMED. Subject to all of the terms and conditions of this Agreement, at the Closing Buyer shall assume and become responsible to perform and discharge when due, to the extent the same have not been performed or discharged by Seller prior to the Closing, the Liabilities arising after the Closing Date under the Assigned Contracts, but only to the extent that such Liabilities do not relate to any breach, default or violation by Seller of the Assigned Contracts on or prior to the Closing Date (collectively, the “Assumed Liabilities”). Upon assumption by Buyer of the Assigned Contracts at Closing, Buyer shall be entitled to all of Seller’s rights and benefits thereunder and shall relieve Seller of its obligations to perform the same; provided, however, that nothing herein contained shall relieve Seller of its obligations or Liabilities arising thereunder or in connection therewith prior to such assumption by Buyer at the Closing. Buyer shall indemnify Seller, as provided by Section 6.3, with respect to all of the Assumed Liabilities from and after the Closing Date.

CONTRACTS ASSUMED. Buyer shall assume as of the Closing, and perform when due, Seller's obligations to be performed after the Closing Date under the following Contracts (as hereinafter defined): all the Acquired Contracts reflected in Schedule A hereto; and all other contracts, leases and Lease Agreements as listed on Schedules B and C hereto; all such Contracts described in this paragraph, to the extent assumed by Buyer, being referred to hereinafter as "Assumed Contracts". Seller shall have the right to provide, and to collect fees and charge for services under the assumed contracts on or before the Closing Date. If Seller fails to obtain any consent necessary for the assignment of any Assumed Contracts to Buyer, Seller will use reasonable efforts to obtain for, and provide to Buyer the benefits under such Assumed Contracts, including any and all rights of Seller against the other parties thereto.