LIABILITIES ASSUMED BY THE PURCHASER Sample Clauses

LIABILITIES ASSUMED BY THE PURCHASER. Upon the terms and subject to the conditions of this Agreement, the Purchaser agrees to assume as of the Closing Date the following liabilities of the Seller (collectively, the "Assumed Liabilities"), and only such liabilities: (i) the liabilities set forth on Schedule 2.03, including without limitation the Seller's obligations under $92 million principal amount of 9% debentures due June 1, 2012 (the "Debentures"), $18.723 million principal amount due October 15, 2001 (the "Notes") and $55.976 million principal amount of quarterly income capital securities (the "QUICS"), provided that such liabilities and obligations that accrue, or arise out of or are based on acts or omissions occurring, prior to the Closing Date shall be Assumed Liabilities only to the extent they are reflected on the Adjustment Schedule; (ii) the liabilities and obligations of the Seller that accrue based on services performed on or after the Closing Date under all Contracts and Approvals included in the Purchased Assets; (iii) subject to Section 12.02(d), liabilities relating to VA No-bids in connection with Mortgage Loans originated or committed prior to the Closing Date; and (iv) subject to Section 12.02(e), obligations ("Pre-Closing Servicing Obligations") with respect to (A) customary representations and warranties made in connection with Mortgage Loans sold prior to the Closing Date, with Servicing Rights retained by the Seller and (B) performance by the Seller prior to the Closing Date of its duties under the Servicing Rights in accordance with their terms. For the avoidance of doubt, it is understood that Pre-Closing Servicing Obligations shall not include (i) any credit-related or other recourse, indemnification or similar obligations (other than for breaches of customary representations and warranties) and (ii) any liabilities or obligations of the Seller based on or arising out of any violations of Law (provided that the failure of an individual Mortgage Loan to conform to the Applicable Requirements shall not be considered a violation of Law for these purposes) or any intentional or bad faith violation of the Seller's contractual obligations. The assumption of the Assumed Liabilities shall be effected by delivery by the Purchaser to the Seller at the Closing of the Assumption Agreement, whereby the Purchaser shall assume and agree to pay and discharge in accordance with their terms the Assumed Liabilities.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
LIABILITIES ASSUMED BY THE PURCHASER. 3.1 The Purchaser will not, in consequence of or incidental to the transactions herein provided for, assume any liabilities or contractual commitments of the Vendor except as otherwise specifically provided herein.
Sample 1Sample 2
LIABILITIES ASSUMED BY THE PURCHASER. Excluded Liabilities. The Purchaser agrees to assume and discharge in accordance with their terms only the following liabilities of the Seller (collectively, the "ASSUMED LIABILITIES").
Sample 1Sample 2
LIABILITIES ASSUMED BY THE PURCHASER. (a) In further consideration for the sale of the Assets, on and as of the Closing Date, the Purchaser shall assume and agree to pay, perform and discharge the Assumed Liabilities. For purposes of this Agreement, the term "ASSUMED LIABILITIES" shall consist of, and shall be limited solely to, subject to Section 2.3(a), (i) all of the Seller's obligations arising after the Closing Date under the Assumed Contracts and operating leases of the Seller relating to the operation of the Business, which contracts and leases are set forth on Schedules 1.1.1 and/or 1.1.4, (ii) the accrued vacation and sick leave of the Employees (as hereinafter defined) identified in Section 3.10 of the Disclosure Statement, (iii) credit to such Employees under all employee benefits plans of Purchaser, Parent and their affiliates, for the years of service with the Seller, identified in Section 3.10 of the Disclosure Statement, and (iv) annual salary and bonus at least at the rate described in Section 3.10 of the Disclosure Statement hereof, for at least twelve (12) months.
Sample 1Sample 2
LIABILITIES ASSUMED BY THE PURCHASER. Upon the terms and subject to the conditions of this Agreement, the Purchaser agrees to assume as of the Closing Date (i) any liabilities and obligations accruing and arising after the Closing Date under any mortgage relating to the Real Property and under any Transferred Lease, which amounts shall be prorated as of the Closing Date, and (ii) the liabilities and obligations of the Seller that accrue with respect to any Purchased Asset on or after the Closing Date or that accrue based on services performed after the Closing Date under all Contracts and Purchased Servicing Rights included in the Purchased Assets, subject to Section 2.04 (collectively, the "Assumed Liabilities"). The assumption of the Assumed Liabilities shall be effected by delivery by the Purchaser to the Seller at the Closing of the Assumption Agreement, whereby the Purchaser shall assume and agree to pay and discharge in accordance with their terms the Assumed Liabilities.
Sample 1
LIABILITIES ASSUMED BY THE PURCHASER. In further consideration for the sale of the Assets, on and as of the Closing Date, the Purchaser shall assume and agree to pay, perform and discharge the Assumed Liabilities. For purposes of this Agreement, the term "Assumed Liabilities" shall include, and shall be limited solely to (a) all Assumed Contracts (other than capitalized leases and Memorandum of Understanding between Texas Department of Health and Amarillo Hospital District regarding disproportionate share payments) and operating leases of AHD relating to the operation of the Facilities, which contracts and leases are set forth on Schedules 1.1(a), 1.1(d) and/or Schedule 3.6 hereto, (b) any Medicare recapture liability resulting from the transactions contemplated hereby, (c) all "accounts payable - trade" and "accrued expenses" to the extent of the amount reflected on the Closing Balance Sheet of AHD and used in calculating the Net Working Capital.
Sample 1
LIABILITIES ASSUMED BY THE PURCHASER. Except as set forth in Schedule 2.4.A. hereof, the Purchaser shall not assume and shall have no obligation, liability or responsibility for and the Seller shall release the Purchaser from any and all debts, liabilities, obligations (however incurred), expenses, Taxes, contracts (except contracts assigned to the Purchaser pursuant to Section 2.1, above) or commitments of the Seller, or any predecessor, successor or affiliate thereof, of any kind, character or description.
Sample 1
AutoNDA by SimpleDocs
LIABILITIES ASSUMED BY THE PURCHASER. In further consideration for the purchase of the Assets, the Purchaser shall also assume (a) all liabilities of the Seller in connection with its lease (the "Lease") of premises at 14130-C Sullyfield Circle, Chantilly, Virginia 22021 (subject to a sxxxxxxx xx x xxxxxxx xxxxxxx xx xxxx xxxxxxxx xxxx xxe Purchaser to the Seller (the "Sublease") in substantially the form of Exhibit E hereto), and (b) those other liabilities of the Seller specifically set forth on Schedule 1.2 hereto (the "Liabilities").
Sample 1

Related to LIABILITIES ASSUMED BY THE PURCHASER

  • 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 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.

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

  • Retained Liabilities The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:

  • LIABILITIES OF THE PARTIES 4.1 For non-performance or improper performance of the obligations under this Agreement, the parties shall be liable in accordance with the current legislation of the Russian Federation.

  • Liability for Transfer Taxes Without duplication of the indemnity set forth in Section 6.05 of the Contribution Agreement, the Equity Holder agrees to indemnify the Company for any Incremental Transfer Taxes incurred as a result of any direct or indirect transfers of the Company Shares or interests therein within two years after the IPO Closing Date; provided that such Company Shares shall be the Company’s sole recourse with respect to such indemnification obligation. Without duplication of the indemnity set forth in Section 6.05 of the Contribution Agreement, the Equity Holder hereby grants a security interest in 50% of the Company Shares received as Merger Consideration to the Company and hereby irrevocably appoints the Company, and any of its agents, officers, or employees as its attorney-in fact, which shall be deemed coupled with an interest, with full power to prepare, execute and deliver any documents, instruments and agreements as may be appropriate to perfect and continue such security interest in favor of the Company. The security interest granted pursuant to this Section 3.02 shall attach to the Company Shares that are not included in the Indemnity Holdback Amount. The Company agrees that the security interest in the Company Shares received by the Equity Holder in the Merger may be released, or collateral may be substituted, in accordance with the terms of the Escrow Agreement.

  • 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.

  • Assets Purchased by Assuming Bank With the exception of certain assets expressly excluded in Sections 3.5 and 3.6, the Assuming Bank hereby purchases from the Receiver, and the Receiver hereby sells, assigns, transfers, conveys, and delivers to the Assuming Bank, all right, title, and interest of the Receiver in and to all of the assets (real, personal and mixed, wherever located and however acquired) including all subsidiaries, joint ventures, partnerships, and any and all other business combinations or arrangements, whether active, inactive, dissolved or terminated, of the Failed Bank whether or not reflected on the books of the Failed Bank as of Bank Closing. Schedules 3.1 and 3.1a attached hereto and incorporated herein sets forth certain categories of Assets purchased hereunder. Such schedule is based upon the best information available to the Receiver and may be adjusted as provided in Article VIII. Assets are purchased hereunder by the Assuming Bank subject to all liabilities for indebtedness collateralized by Liens affecting such Assets to the extent provided in Section 2.1. The subsidiaries, joint ventures, partnerships, and any and all other business combinations or arrangements, whether active, inactive, dissolved or terminated being purchased by the Assuming Bank includes, but is not limited to, the entities listed on Schedule 3.1a. Notwithstanding Section 4.8, the Assuming Bank specifically purchases all mortgage servicing rights and obligations of the Failed Bank.

  • Responsibilities of Seller Anything herein to the contrary notwithstanding, the exercise by the Agent and the Purchasers of their rights hereunder shall not release the Servicer, Originator or Seller from any of their duties or obligations with respect to any Receivables or under the related Contracts. The Purchasers shall have no obligation or liability with respect to any Receivables or related Contracts, nor shall any of them be obligated to perform the obligations of Seller.

Time is Money Join Law Insider Premium to draft better contracts faster.