Limited Assumption of Contracts and Obligations Sample Clauses

Limited Assumption of Contracts and Obligations. (i) Buyer shall assume no obligations or liabilities of Seller, except that Buyer shall assume and perform all post-Effective Time obligations of Seller in respect of Seller’s Contracts, including without limitation Seller’s Contracts with its customers of the Business, including (x) such post-Effective Time storage obligations for which Seller has received payment prior to the Effective Time, provided that the obligations to perform such storage were taken into account in the adjustment to the Purchase Price pursuant to Section 2.4, and further provided, that Buyer shall not assume any obligations in respect of which Seller has expressly agreed to indemnify Buyer, (y) all post-Effective Time obligations of Seller under ongoing Contracts set forth on Schedule 2.2(b) under the subheading “goods and services”, and (z) all post-Effective Time obligations of Seller under any operating leases set forth on Schedule 2.2(b) under the subheading “vehicles and equipment” (the foregoing, the “Assumed Obligations”).
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Limited Assumption of Contracts and Obligations. At the Closing, Buyer shall assume and pay, discharge, perform or otherwise satisfy the following liabilities and obligations of Seller (collectively, the "Assumed Liabilities").
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Limited Assumption of Contracts and Obligations. Any other term or provision contained in this Agreement to the contrary notwithstanding, Buyer shall assume no obligations or liabilities of Seller other than as specifically provided in this Section 2.2.C.; and, such assumption shall be limited to the obligations and liabilities accruing subsequent to the Closing Date. Any other term or provision contained in this Agreement notwithstanding, Buyer shall only assume and perform the obligations of Seller arising or accruing after the Effective Time in respect of Seller's contracts, agreements and arrangements listed in Schedule 2.2.C., if any, which Seller has entered in the ordinary course of business. Except as expressly set forth in this Section 2.2.C., Buyer will not assume nor be obligated to perform any liabilities of any nature, whether known, unknown, absolute, accrued, contingent, inchoate, or otherwise, relating to the Subject Assets, Business operations, property or assets of Seller or the Seller Group prior to or after the Closing Date, including, but not limited to, federal and state income tax and sales tax obligations. Buyer agrees to assume only the liabilities specifically set forth on Schedule 2.2.C. ("Assumed Liabilities"). Buyer shall not assume and shall not be deemed to assume any liability or obligation of Seller or the Seller Group not specifically set forth on Schedule 2.2.C. Liabilities and obligations which shall be excluded from the Assumed Liabilities and which Buyer shall not assume include, without limitation, (a) any liability or obligation for Taxes, accrued salaries, worker's compensation, medical or sick pay, (b) worker's vacation days or sick days, (c) obligations under any contracts with employees or consultants or customers, (d) pension or profit sharing liabilities or severance liabilities or obligations, or (e) any liability or obligation arising out of or resulting from any breach of contract or other agreement, or from any violation of any federal, state, or local law, regulation or ordinance.
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Limited Assumption of Contracts and Obligations. (i) Buyer shall assume no obligations or liabilities of Seller, except that Buyer shall assume and perform the following:
Sample 1

Related to Limited Assumption of Contracts and Obligations

  • Assignment and Assumption of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Seller.

  • Assignment and Assumption of Liabilities Seller hereby assigns to Split-Off Subsidiary, and Split-Off Subsidiary hereby assumes and agrees to pay, honor and discharge all debts, adverse claims, liabilities, judgments and obligations of Seller as of the Effective Time, whether accrued, contingent or otherwise and whether known or unknown, including those arising under any law (including the common law) or any rule or regulation of any Governmental Entity or imposed by any court or any arbitrator in a binding arbitration resulting from, arising out of or relating to the assets, activities, operations, actions or omissions of Seller, or products manufactured or sold thereby or services provided thereby, or under contracts, agreements (whether written or oral), leases, commitments or undertakings thereof, but excluding in all cases the obligations of Seller under the Transaction Documentation (all of the foregoing being referred to herein as the “Assigned Liabilities”). The assignment and assumption of Seller’s assets and liabilities provided for in this Article I is referred to as the “Assignment.”

  • Assignment and Assumption Agreements Purchaser shall have executed and tendered to Seller the Assignment and Assumption Agreement and the Real Estate Assignment Documents to which it is party.

  • TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

  • Assignment and Assumption of Leases Two (2) counterparts of the Assignment and Assumption of Leases, executed, acknowledged and sealed by Purchaser;

  • Assignment and Assumption Agreement The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

  • Material Contracts and Obligations All agreements, contracts, leases, licenses, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which any Group Company is a party or by which it is bound that (i) are material to the conduct and operations of its business and properties; (ii) involve any of the officers, consultants, directors, employees or shareholders of any Group Company; or (iii) obligate any Group Company to share, license or develop any product or technology are listed in Section 3.12 of the Disclosure Schedule and have been provided to the Investor and its counsel. For purposes of this Section 3.12, “material” shall mean any agreement, contract, indebtedness, Liability, arrangement or other obligation either (i) having an aggregate value, cost, Liability or amount of RMB4,000,000 or more, or (ii) not terminable upon no more than thirty (30) days’ notice without penalty or obligation, or (iii) relating to the leased stores with a monthly rental of RMB300,000 or more and leased warehouses.

  • Assignment and Assumption of Lease The Assignment and Assumption ---------------------------------- of Lease;

  • Assignment and Assumption Consent Effective as of the First Amendment Effective Date, for agreed consideration, XXX hereby irrevocably sells and assigns to MBL, and MBL hereby irrevocably purchases and assumes all rights and obligations in its capacity as Lender under the LC Reimbursement Agreement and other Credit Documents, including, without limitation, all of MBL’s rights and obligations with respect to the Collateral and Intercreditor Agreement and the Security Documents (as defined in the Collateral and Intercreditor Agreement, and such Security Documents together with the Collateral and Intercreditor Agreement are referred to herein as the “Security Documents”) (the “Lender Assignment”). Effective as of the First Amendment Effective Date and in accordance with Section 7.9 of the LC Reimbursement Agreement, the Account Party hereby consents to the Lender Assignment.

  • Transfer of Assets and Assumption of Liabilities (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization:

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