Liabilities and Obligations Assumed. Subject to the terms and conditions hereof, upon the Closing Date, Seller hereby assigns, transfers, and conveys to Buyer, and Buyer hereby assumes from Seller and agrees to pay according to their terms, all of the liabilities and obligations of Seller related to the Purchased Assets or the operation of the Business, as the same shall exist on the Closing Date, including all liabilities accruing in the ordinary course of business after the effective date of this Agreement (excepting, without limitation, the liabilities specifically identified as "Excluded Liabilities" in Section 1.4 herein) (collectively referred to herein as the "Assumed Liabilities"), including only those identified in Exhibit 1.3 hereto.
Liabilities and Obligations Assumed. Buyer shall not assume any of the liabilities of Sellers except those that are specifically set forth on Schedule 4.1 (the "Assumed Liabilities").
Liabilities and Obligations Assumed. As of the Closing, the Buyer shall assume and timely pay, perform and discharge only those obligations and liabilities of Sellers relating to the temporary staffing businesses being acquired by the Buyer pursuant to this Agreement identified in Schedule 4.1, (the "Assumed Liabilities") but excluding therefrom the debts, obligations and liabilities being retained by Sellers (the "Excluded Liabilities") as provided in Section 4.2 hereof.
Liabilities and Obligations Assumed. Except as specifically provided in this Paragraph 2.3, Buyer shall not assume or be responsible for any liabilities or obligations of the Business or Seller. All liabilities and obligations of the Seller of whatever kind or nature, known or unknown, fixed or contingent, accrued or unaccrued shall be, and remain, the responsibility of Seller except for only those liabilities of Seller, if any, set forth in this Paragraph 2.3 (the "ASSUMED LIABILITIES"). The Assumed Liabilities are:
Liabilities and Obligations Assumed. To the extent attributable to events, conditions or circumstances arising or existing during any period from and after the Closing Date, all of the liabilities and obligations of the Seller, direct or indirect, known or unknown, absolute or contingent, which relate to the Purchased Assets, other than Excluded Liabilities (as defined in the Asset Purchase Agreement), in accordance with the terms and subject to the respective conditions thereof, including, without limitation, the following liabilities and obligations: [insert paragraphs (i) through (v) of Section 2.3(a) of the Asset Purchase Agreement]
Liabilities and Obligations Assumed. As of the Closing Date, Buyer shall assume and timely pay, perform and discharge only those obligations and liabilities of Seller that arise under the contracts listed on Schedule 2.1(g) or that are specifically set forth on Schedule 3.1 (the “Assumed Liabilities”).
Liabilities and Obligations Assumed. 7 2.1.1 By Buyer............................................ 7 2.1.2 By Seller........................................... 7 2.1.3
Liabilities and Obligations Assumed. Trimedyne shall assume any and all liabilities of MST which are a specific obligation of the Business, whether fixed, contingent or unliquidated, as part of the exchange consideration. Without limiting the foregoing, Trimedyne does not assume and shall not be obligated to pay or satisfy any obligation, debt or liability, contingent or otherwise, of MST, arising out of fraud, misrepresentation, illegal acts, malpractice or malfeasance occurring at any time from the inception of MST's business up to and including the time of Closing, or which is not a specific obligation of the Business.
Liabilities and Obligations Assumed. As of the Closing, Buyer or Acquisition Sub shall assume and timely pay, perform, and discharge only those obligations and liabilities of Seller specifically identified on Schedule 4.1(i) and Schedule 4.1(ii), attached hereto and made a part hereof, which amounts shall include the balance due the Factor Providers for the Factor Provider Contracts set forth on Schedule 2.1(vii) (the “Assumed Liabilities”). Except as set forth in the first sentence of this Section 4.1, Buyer shall not assume, nor be obligated to perform, fulfill, or pay, any obligations or indebtedness of Seller whatsoever.
Liabilities and Obligations Assumed. Buyer shall assume those liabilities, obligations and undertakings of Seller identified on Exhibit 1.3 (said liabilities identified on Exhibit 1.3 being collectively referred to as the "Assumed Liabilities"), and those liabilities that may have been incurred by Seller in the ordinary course of the operation of the Businesses. Seller hereby agrees to indemnify and hold Buyer harmless from and against all costs, claims, actions, debts, liabilities, obligations and undertakings of Seller except for the Assumed Liabilities and those liabilities incurred in the ordinary course of business, if any.
