Liabilities to be Assumed by Buyer. Subject to the terms and conditions of this Agreement, at the Closing, Sellers shall assign to Buyer, and Buyer shall assume from Sellers and pay when due, perform and discharge, in due course, without duplication, each of the Assumed Liabilities. “Assumed Liabilities” shall mean solely the following Liabilities:
Liabilities to be Assumed by Buyer. At the Closing, Buyer will assume and agree to perform and discharge when and as due the following liabilities and obligations, as the same may exist at or accrue following the Closing Date, and no others (the "Assumed Liabilities"):
Liabilities to be Assumed by Buyer. At the Closing, Buyer will assume only the following obligations of Sellers (the "Assumed Liabilities") and no others: (i) the Accounts Payable; (ii) all Liabilities of Sellers under the Assumed Contracts; provided, however, Buyer shall not assume or agree to pay, discharge or perform any Liabilities arising out of any breach by Sellers of any provision of any Assumed Contract, including Liability for breach, misfeasance or under any other theory relating to Sellers' conduct prior to the Closing; and (iii) those Liabilities listed on Schedule 2.3.
Liabilities to be Assumed by Buyer. Subject to the terms and conditions of this Agreement, at the Closing, Buyer shall assume and thereafter in due course pay and fully satisfy all trade liabilities, obligations and related expenses existing as of the date of the Closing pursuant to the terms of the Contracts, unearned revenues, and customer deposits recorded on Seller's books as of the Closing as set forth on Schedule 1.1(e) hereof. Except as otherwise specifically provided for in this Section 1.3, Buyer shall not assume, or in any way be liable or responsible for, any liabilities, obligations or debts of Seller of any type or nature, including, without limitation, liabilities arising under all Contracts not identified on Schedule 1.1(e), any related unfunded pension liabilities, any medical, life, disability insurance liabilities, any xxxxxxx compensation claims, any local, state, federal, payroll or other tax liabilities except as otherwise specifically provided herein, liabilities relating to claims for damages based upon the breach by Seller of any federal, state or local environmental or occupational health and safety laws or regulations, liabilities related to products liability, tort claims or other litigation, any undisclosed liabilities, liabilities incurred for the costs and expenses of negotiating and consummating the transactions contemplated by this Agreement, liabilities incurred in connection with the termination of any of the Contracts to be transferred hereunder for which consent of the other party thereto is required but not obtained, any liabilities related to the classification of independent contractors, tort claims asserted against Seller or claims against Seller for breach of contract which are based on acts or omissions of Seller occurring on, before or after the Closing.
Liabilities to be Assumed by Buyer. At the Closing, Buyer will assume only the following Liabilities of Seller (the "Assumed Liabilities") and no others: all Liabilities of Seller which arise after the Closing Time under the Acquired Intellectual Property.
Liabilities to be Assumed by Buyer. Subject to the terms of this Article III and upon completion of the Closing, Buyer covenants and agrees to assume, fulfill, perform and in due course discharge, all obligations and liabilities of any kind or character whatsoever resulting from, relating to, arising out of, or incurred in connection with the Purchased Assets, which obligations and liabilities result from, relate to, arise out of, or are incurred in connection with actions taken after completion of the Closing; provided, however, Buyer shall not assume any liability or obligation arising from or relating to a breach by Sellers of a representation, warranty or covenant set forth in this Agreement; provided, further, Buyer shall not assume any liability or obligation retained by Sellers under Section 3.4; provided, further, Buyer shall not assume any liability or obligation incurred by Covol under the Operation and Maintenance Agreement.
Liabilities to be Assumed by Buyer. Subject to the terms and conditions set forth herein, at Closing, Buyer shall assume, become obligated for, and hereby agrees to timely fulfill, perform, pay and discharge (or cause to be timely fulfilled, performed, paid or discharged), the following liabilities, and only the following liabilities, of Seller (collectively, the “Assumed Liabilities”):
Liabilities to be Assumed by Buyer. Subject to Sections 2.4, 2.5 and 6.2, upon the transfer of the Acquired Assets on the Closing Date, Buyer shall assume only the following Liabilities of Sellers (collectively, the “Assumed Liabilities”):
Liabilities to be Assumed by Buyer. Upon the transfer of the Acquired Assets on the Closing Date, Buyer shall assume, pay when due and discharge only the following Liabilities (collectively, the “Assumed Liabilities”):
Liabilities to be Assumed by Buyer. At the Closing, Buyer shall assume and agree to perform and discharge when and as due those certain liabilities and obligations set forth in this Section , as the same may exist at or accrue following the Closing Date, and no others (the "ASSUMED LIABILITIES"):
