Liabilities Assumed and Not Assumed Sample Clauses

Liabilities Assumed and Not Assumed. Buyer shall assume all obligations under the Assumed Contracts but only to the extent accrued after the Closing. Except as otherwise provided hereunder, Buyer shall not assume, shall not take subject to and shall not be liable for, any liabilities or obligations of any kind or nature, whether absolute, contingent, accrued, known or unknown, of ev3 or any affiliate of ev3 regardless of when incurred, other than certain obligations under the Assumed Contracts (the "Retained Liabilities").
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Liabilities Assumed and Not Assumed. Raptor does not assume, shall not take subject to and shall not be liable for, any liabilities or obligations of any kind or nature, whether absolute, contingent, accrued, known or unknown, of BioMarin or any Affiliate of BioMarin regardless of when incurred. Raptor does not assume any liability for failure of BioMarin to obtain a required consent or approval for the Transactions. BioMarin shall remain liable for all payments to all suppliers to the Business, and for all accounts payable relating to the Business, as of the Effective Date.
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Liabilities Assumed and Not Assumed. (a) Other than the Assumed Liabilities, neither Viggle nor the Purchaser shall assume any debts, obligations, contracts, leases or liabilities of MGT Parent or Seller or any of their Affiliates, and will not be obligated to pay, perform or discharge, any debts, obligations, contracts, leases or liabilities of MGT Parent, Seller or any of their Affiliates, whether arising out of occurrences prior to, at or after the Closing Date (the “Retained Liabilities”). MGT Parent and Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Retained Liabilities. For the avoidance of doubt, (i) Seller shall pay all amounts owing under the Transferred Contracts through the Closing Date, (ii) Seller shall retain all obligations to fund or otherwise provide benefits accrued before and through the Closing Date by Employees under the Employee Plans, and (iii) Seller shall retain any liabilities or obligations relating to: (i) current or former Employees accrued as of the Closing Date, and (ii) former Employees (that are not Transferred Employees) following the Closing Date.
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Liabilities Assumed and Not Assumed. (a) Other than the Assumed Liabilities, the Purchaser shall assume no debts, obligations, contracts, leases or liabilities of Seller, and will not be obligated to pay, perform or discharge, any debts, obligations, contracts, leases or liabilities of Seller, whether arising out of occurrences prior to, at or after the Closing Date (the “Retained Liabilities”). For the avoidance of doubt, (i) Seller shall pay all amounts owing under the Transferred Contracts through the Closing Date, (ii) Seller shall retain all obligations to fund or otherwise provide benefits accrued before and through the Closing Date by Employees under the Employee Plans, and (iii) Seller shall retain any liabilities or obligations relating to: (i) current or former Employees accrued as of the Closing Date, and (ii) former Employees (that are not Transferred Employees) following the Closing Date.
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Liabilities Assumed and Not Assumed. (a) Subject to paragraph (b) below, at the Closing the Buyer shall assume, pursuant to the execution and delivery to the Seller of the form of Master Assignment, Bxxx of Sale and Assumption (the "Bxxx of Sale") in the form of Exhibit C hereto:
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Liabilities Assumed and Not Assumed. Except for the secured promissory note payable to CQ Development Corp. in the original principal amount of $498,604, Purchaser does not assume or be obligated or in any way responsible in respect of any of the liabilities, indebtedness or obligations of whatever nature of Seller. Without limiting the generality of the foregoing, it is specifically agreed that Purchaser shall not be liable for any of the following:
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Liabilities Assumed and Not Assumed 
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Related to Liabilities Assumed and Not Assumed

  • Liabilities Not Assumed The Purchaser will not assume any liabilities of the Vendor. The Purchaser will not be responsible for any liability of the Vendor, past, present or future, relating to the Claims, and the Vendor will indemnify and save harmless the Purchaser from and against any such claim.

  • Liabilities Assumed Buyer does not assume any liabilities of Seller. As a result, Buyer shall not be liable for any liabilities, contracts, agreements or other obligations of Seller, and Seller shall indemnify Buyer against all such liabilities, contracts and other obligations.

  • Liabilities Assumed by Assuming Bank The Assuming Bank 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 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 TO BE ASSUMED As used in this Agreement, the term "Liability" shall mean and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured. Subject to the terms and conditions of this Agreement, on the Closing Date, Buyer shall assume and agree to perform and discharge the following, and only the following Liabilities of Company (collectively the "Assumed Liabilities"):

  • Assumption of Assumed Liabilities Buyer hereby assumes, accepts and agrees to fully pay, perform, satisfy and discharge all of the Assumed Liabilities, in accordance with the terms and conditions set forth in the Asset Purchase Agreement.

  • Liabilities to Obligors No obligation or liability to any Obligor under any of the Contracts is intended to be assumed by the Trustees, the Trust or the Noteholders under or as a result of this Agreement and the transactions contemplated hereby.

  • Liabilities and Obligations Schedule 5.10 sets forth an accurate list as of the Balance Sheet Date of (i) all material liabilities of the Company of a nature that they are required in accordance with GAAP to be reflected on a balance sheet and which are not reflected on the balance sheet of the Company at the Balance Sheet Date or otherwise reflected in the Company Financial Statements at the Balance Sheet Date and which are not disclosed on any of the other Schedules to this Agreement, and (ii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, pledges and material security agreements to which the Company is a party or by which its properties may be bound. To the knowledge of the Stockholders, except as set forth on Schedule 5.10, since the Balance Sheet Date the Company has not incurred any material liabilities of any kind, character or description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than liabilities incurred in the ordinary course of business. The Company has also delivered to TCI on Schedule 5.10, in the case of those contingent liabilities known to Stockholders and related to pending or threatened litigation, or other liabilities which are not fixed, a good faith and reasonable estimate (to the extent the Company can reasonably make such an estimate) of the maximum amount which the Company reasonably expects will be payable and the amount, if any, accrued or reserved for each such potential liability on the Company's Financial Statements; in the case of any such liability for which no estimate has been provided, the estimate for purposes of this Agreement shall be deemed to be zero.

  • 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.

  • 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.

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