Liabilities Being Assumed at Closing Sample Clauses

Liabilities Being Assumed at Closing. On the terms and subject to the conditions contained in this Agreement, simultaneously with the sale, lease, conveyance, assignment, license, transfer and delivery to Purchaser of the Purchased Assets at the Closing, Purchaser shall assume only the Liabilities of each of the Sellers listed on Schedule 2.1 (collectively, the “Assumed Liabilities”).
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Liabilities Being Assumed at Closing. On the terms and subject to the conditions contained in this Agreement, simultaneously with the contribution, lease, conveyance, assignment, license, transfer and delivery to NewCo of the Contributed Assets at the Closing, (a) NewCo shall cause the Contributed Subsidiaries to retain all of their respective Liabilities (including all Liabilities as lessees under the Facility Master Lease) other than the Excluded Liabilities and (b) to the extent not covered by the foregoing retention, NewCo shall assume all of the Liabilities of the Company as of the Closing other than the Excluded Liabilities, including the obligation to pay the Positive Working Capital Amount (as defined in Schedule 3.2) to the Persons who were Shareholders of the Company immediately prior to the Effective Time (all such Liabilities other than Excluded Liabilities collectively, the “Assumed Liabilities”). Without limiting the generality of the foregoing, NewCo or its Subsidiaries shall become the sponsor, and the Company and its Subsidiaries shall cease to be the sponsor, of each Benefit Plan (as defined in the Master Agreement) as of the Effective Time.
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Liabilities Being Assumed at Closing. (a) On the terms and subject to the conditions contained in this Agreement, simultaneously with the transfer, conveyance and assignment to the Purchaser of the Purchased Assets, the Purchaser shall assume the following liabilities and obligations of the Sellers:
Sample 1
Liabilities Being Assumed at Closing. On the terms and subject to the conditions contained in this Agreement and without limiting the representations and warranties in Article 5, and except for the Excluded Liabilities, simultaneously with the sale, transfer, conveyance and assignment to Purchaser of the Purchased Assets, Purchaser shall assume and pay, discharge and perform, as and when due only the following Liabilities (collectively, the "Assumed Liabilities"):
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Related to Liabilities Being Assumed at Closing

  • 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:

  • Seller’s Obligations at Closing At Closing, Seller shall:

  • Actions at Closing At the Closing, the following actions will take place:

  • Assumed Obligations At the Closing, Buyer shall assume, and shall agree to satisfy and discharge as the same shall become due, the Seller’s obligations and liabilities first arising subsequent to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.

  • Excluded Liabilities Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

  • Seller’s Obligations at the Closing At the Closing, Seller shall deliver to Purchaser the following:

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