Liability Assumption Sample Clauses

Liability Assumption. For purposes of Section 3.1(b) and (g), a liability is “assumed” by the Company or a Member only to the extent that the assuming party is thereby subjected to personal liability with respect to such obligation, the obligee is aware of the assumption and can directly enforce the assuming party’s obligation, and, as between the assuming party and the party from whom the liability is assumed, the assuming party is ultimately liable.

Liability Assumption. Each of the Systems Members hereby assumes and agrees to pay, satisfy, discharge and perform all duties, obligations and liabilities of Transferor under the Reorganization Agreement (including without limitation indemnification obligations) other than those that Transferor fully satisfies or performs prior to its contemplated dissolution, including but not limited to Transferor’s obligations under Article IX of the Reorganization Agreement, provided, however, that the indemnification obligation of each Systems Member hereunder shall be limited to the value, as of the Closing, of the Consideration received by such Systems Member pursuant to the Consideration Distribution.

Liability Assumption. 26 PART C - SALE OF SLEC ASSETS BY ▇▇▇▇▇ TO ▇-▇ ▇▇▇▇▇▇ CREEK......................................27

Liability Assumption. Subject to the other terms and conditions in this Agreement, at the Closing L-P Engineered Wood shall assume and agree to pay, honour and discharge: (a) all of the Working Capital Liabilities; (b) all of the liabilities of ▇▇▇▇▇ identified in Schedule 7.1(b) (the "Assumed ▇▇▇▇▇ Liabilities"); and (c) all of the obligations, covenants and agreements of ▇▇▇▇▇ under the Assumed Contracts, the Forest Tenures, the Permits, the Silviculture Obligations and the Assumed Capital Leases (collectively, the "Assumed ▇▇▇▇▇ Obligations") and the Permitted Encumbrances; which are assigned to and assumed by L-P Engineered Wood pursuant to this Agreement, by executing and delivering to ▇▇▇▇▇ one or more assumption and indemnity agreements substantially in the form attached as Schedule 7.1. L-P Engineered Wood shall not assume any of the liabilities, obligations or commitments of ▇▇▇▇▇ except those arising from the Permitted Encumbrances, the Working Capital Liabilities, the Assumed ▇▇▇▇▇ Liabilities and the Assumed ▇▇▇▇▇ Obligations. All other liabilities, obligations or commitments of ▇▇▇▇▇ shall remain with ▇▇▇▇▇ and are excluded from this transaction. L-P Canada shall execute the assumption and indemnity agreements to guarantee the obligations of L-P Engineered Wood thereunder.

Liability Assumption. The Parties understand and acknowledge that all liabilities or obligations (if any) related to the following events shall be assumed by each of the Covenantors. 1 Liability for compensation caused by any matters relating to listing on SEE and transaction, business operation, contract, guarantee, litigation and arbitration, or financing of any of the Covenantors on or before the Closing Date, and indemnity, loss and penalty to be borne under applicable laws and regulations or binding agreements, etc.;

Liability Assumption. 三）债务承担 Upon the Closing, the Transferee shall assume only those liabilities of the Target Company that are (i) reflected in the Target Company’s financial statements as of a date agreed by the parties, or (ii) otherwise expressly disclosed to and accepted by the Transferee in this Agreement. The Transferee shall perform and satisfy such assumed liabilities in accordance with their respective original terms. 在交割时，受让方仅承担标的公司中：（i）在双方约定日期的财务报表中已列示的负债，或（ii）已在本协议中明确披露并经受让方同意承担的负债。受让方应按照该等负债各自原有条款履行或清偿该等已承担的负债。