Obligations and Liabilities to be Assumed Sample Clauses

Obligations and Liabilities to be Assumed. Upon each of the Tier ----------------------------------------- I Closing, the Tier II Closing and the Tier III Closing (each, a "Tier Closing"), with respect to the applicable Schools, Buyer shall, by an appropriate instrument of assumption to be executed and delivered on the Tier Closing substantially in the form of Exhibit B hereto (the "Assumption --------- Agreement"), assume and agree to perform, pay or discharge, when due, to the extent not theretofore performed, paid or discharged, all of the following obligations, commitments and liabilities of Seller relating to or arising from the Tier I Schools, Tier II Schools or Tier III Schools, as applicable (collectively, the "Assumed Liabilities"):
Sample 1
AutoNDA by SimpleDocs
Obligations and Liabilities to be Assumed. Upon the terms and subject to the conditions contained herein, at the Closing, Buyer shall, by an instrument of assumption to be executed and delivered at the Closing substantially in the form of Exhibit A hereto (the "ASSIGNMENT AND ASSUMPTION AGREEMENT"), assume only the following liabilities (the "ASSUMED LIABILITIES") of Sellers and the Schools: (i) current trade accounts payable (except to the extent such accounts payable relate to liabilities of the types described in clauses (i) through (viii) in Section 2.04 below), (ii) other current liabilities consisting solely of (A) accrued expenses (except to the extent such accrued expenses relate to liabilities of the types described in clauses (i) through (viii) in Section 2.04 below), and (B) pre-collected tuition, (iii) all liabilities related to capital lease obligations (including current portion) of the Sellers as of the Closing Date, (iv) the Schools' teach-out obligation with respect to students enrolled as of the Closing Date, and (v) obligations arising under written contracts in connection with the operation of the Schools (the "Assumed Contracts"); provided, however, that none of the obligations of either LTU or LTUX under that certain management agreement between LTU and LTUX shall be assumed by Buyer. The terms "current liabilities" and "current trade accounts payable" shall mean, for the purposes of this Agreement, those obligations whose liquidation is reasonably expected to be required within one (1) calendar year.
Sample 1
Obligations and Liabilities to be Assumed. Upon the terms and subject to the conditions contained herein, at the Closing, Buyer shall, by an instrument of assumption to be executed and delivered at the Closing substantially in the form of Exhibit B hereto (the "ASSIGNMENT AND ASSUMPTION --------- AGREEMENT"), assume the liabilities (the "ASSUMED LIABILITIES") of the School other than the Excluded Liabilities (as defined in Section 2.4 hereof), including, without limitation, the obligation to operate or dispose of the School (whether through xxxxxxxx, sale or other disposition) if after the Closing Buyer is not able to obtain certification of eligibility for Title IV funding for the School. Buyer's xxxxxxxx obligation after the Closing with respect to the School shall include the obligation to perform all obligations in order for the xxxxxxxx to comply with the requirements of all governmental entities and regulatory authorities.
Sample 1
Obligations and Liabilities to be Assumed. Upon the terms and subject to the conditions contained herein, at the Closing, Buyer shall, by an instrument of assumption to be executed and delivered at the Closing substantially in the form of Exhibit A hereto (the “Assignment and Assumption Agreement”), assume only the following liabilities (the “Assumed Liabilities”) of Seller and the School: (i) current trade accounts payable and accrued expenses, except to the extent such accounts payable and accrued expenses relate to liabilities of the types described in clauses (i) through (viii) in Section 2.04 below, (ii) all obligations arising after the Closing Date under the Contracts and Leases assumed by Buyer, (iii) the School’s unearned income obligation with respect to students enrolled as of the Closing, and (iv) mortgage debt on certain real property in an amount not to exceed $461,753.00, but excluding any past due or delinquent obligations thereunder, as more particularly described on Schedule 2.03 (the “Mortgage Debt”). Buyer and Seller acknowledge and agree that the holder of the Mortgage Debt may not agree to the assumption thereof by Buyer. If the holder of the Mortgage Debt does not agree to such assumption, Buyer shall pay, as a closing delivery, the Mortgage Pay-off Amount to the holder of the Mortgage Debt as set forth in Article III.
Sample 1
Obligations and Liabilities to be Assumed. Upon the terms and subject to the conditions contained herein, at the Closing, Buyer shall, by an instrument of assumption to be executed and delivered at the Closing substantially in the form of Exhibit B hereto (the "ASSIGNMENT AND ASSUMPTION AGREEMENT"), assume only the following liabilities (the "ASSUMED LIABILITIES") of Seller and the School: (i) current trade accounts payable and accrued expenses, except to the extent such accounts payable and accrued expenses relate to liabilities of the types described in clauses (i) through (viii) in Section 2.04 below, (ii) all capital lease obligations (including current portion), (iii) the School's teach-out obligation with respect to students enrolled as of the Closing, (iv) a long term obligation of Seller for leasehold improvements in the approximate amount of $17,800, including current portion, as more particularly described on Schedule 2.03, (v) a deferred tuition revenue, (vi) Seller's duties, liabilities and obligations (whether of payment, performance or otherwise) arising on or after the Closing Date with respect to the Facilities leases and Seller's Contracts and Leases, (vii) a deferred scholarship with an outstanding balance of $20,640, as more particularly described on Schedule 2.03, and (viii) a term loan with an approximate outstanding principal balance of $25,700, as more particularly described on Schedule 2.03.
Sample 1
Obligations and Liabilities to be Assumed. Buyer shall not assume or be liable for any claim, liability or obligation of Seller, whether known or unknown, fixed or contingent, accrued or unaccrued, except for the liabilities specifically assumed by Buyer under this Section 2.2. At the Closing, as defined in Section 3.1, Buyer shall assume only the obligations or liabilities arising under each Assumed Contract set forth on Schedule 1.1.6.1, but only to the extent such obligations or liabilities arise after the Closing Date, as defined in Section 3.1, and only to the extent such obligations or liabilities are not attributed to or associated with any breach of or default under such Assumed Contract on or prior to the Closing Date or the breach of any representation or warranty made hereunder by Seller or by a Selling Shareholder. Effective as of the Closing, Buyer shall assume and be responsible for the payment of all accrued vacation owed by Seller to the Transferred Employees (as defined in Section 2.4) but only in the amount set forth in Schedule 2.4.1. Except with respect to the Assumed Liabilities, as defined below, Buyer does not hereby and shall not assume or in any way undertake to pay, perform, satisfy or discharge any liabilities or obligations of Seller, and Seller agrees to pay and satisfy when due any such liabilities and obligations not assumed by Buyer, including the Excluded Liabilities (as defined in Section 2.3). The obligations and liabilities to be assumed by Buyer pursuant to this Section 2.2 are hereinafter sometimes referred to as the "Assumed Liabilities."
Sample 1
Obligations and Liabilities to be Assumed. At the Closing, Buyer ----------------------------------------- shall, by an appropriate instrument of assumption to be executed and delivered on the Closing Date substantially in the form of Exhibit C hereto (the --------- "Assignment and Assumption Agreement"), assume and agree to perform, pay or discharge, when due, to the extent not theretofore performed, paid or discharged, all of the following obligations, commitments and liabilities of Seller relating to or arising from the School (collectively, the "Assumed Liabilities"):
Sample 1
AutoNDA by SimpleDocs
Obligations and Liabilities to be Assumed. Upon the terms and subject to the conditions contained herein, at the Closing Buyer shall, by an instrument of assumption to be executed and delivered at the Closing substantially in the form of Exhibit A hereto (the "Assignment and Assumption --------- Agreement"), assume all of the liabilities (the "Assumed Liabilities") of the Seller and the Schools (including all post-Closing duties of Seller under the Assumed Contracts) other than the Excluded Liabilities (as defined in Section 2.4 hereof).
Sample 1
Obligations and Liabilities to be Assumed. Upon the terms and subject to the conditions contained herein, at the Closing, Buyer shall, by an instrument of assumption to be executed and delivered at the Closing substantially in the form of Exhibit B hereto (the "Assignment and Assumption --------- Agreement"), assume only the following liabilities (the "Assumed Liabilities") of Seller and the Schools: (i) current trade accounts payable and accrued expenses, except to the extent such accounts payable and accrued expenses relate to liabilities of the types described in clauses (i) through (viii) in Section 2.4 below, (ii) all capital lease obligations (including current portion), (iii) the School's teach-out obligation with respect to students enrolled as of the Closing, (iv) all liabilities and obligations of Seller assumed by Buyer for the Assumed Contracts identified in Schedule 5.9. ------------
Sample 1

Related to Obligations and Liabilities to be Assumed

  • LIABILITIES TO BE ASSUMED As used in this Agreement, the term "Liability" shall mean and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured. Subject to the terms and conditions of this Agreement, on the Closing Date, Buyer shall assume and agree to perform and discharge the following, and only the following Liabilities of Company (collectively the "Assumed Liabilities"):

  • Liabilities and Obligations Schedule 5.10 sets forth an accurate list as of the Balance Sheet Date of (i) all material liabilities of the Company of a nature that they are required in accordance with GAAP to be reflected on a balance sheet and which are not reflected on the balance sheet of the Company at the Balance Sheet Date or otherwise reflected in the Company Financial Statements at the Balance Sheet Date and which are not disclosed on any of the other Schedules to this Agreement, and (ii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, pledges and material security agreements to which the Company is a party or by which its properties may be bound. To the knowledge of the Stockholders, except as set forth on Schedule 5.10, since the Balance Sheet Date the Company has not incurred any material liabilities of any kind, character or description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than liabilities incurred in the ordinary course of business. The Company has also delivered to TCI on Schedule 5.10, in the case of those contingent liabilities known to Stockholders and related to pending or threatened litigation, or other liabilities which are not fixed, a good faith and reasonable estimate (to the extent the Company can reasonably make such an estimate) of the maximum amount which the Company reasonably expects will be payable and the amount, if any, accrued or reserved for each such potential liability on the Company's Financial Statements; in the case of any such liability for which no estimate has been provided, the estimate for purposes of this Agreement shall be deemed to be zero.

  • Assumption of Liabilities and Obligations As of the Closing Date, Buyer shall assume and undertake to pay, discharge, and perform all obligations and liabilities of Seller under the Licenses and the Assumed Contracts insofar as they relate to the time on and after the Closing Date, and arise out of events related to Buyer's ownership of the Assets or its operation of the Station on or after the Closing Date. Buyer shall not assume any other obligations or liabilities of Seller, including (i) any obligations or liabilities under any Contract not included in the Assumed Contracts, (ii) any obligations or liabilities under the Assumed Contracts relating to the period prior to the Closing Date, (iii) any claims or pending litigation or proceedings relating to the operation of the Station prior to the Closing, (iv) any obligations or liabilities arising under capitalized leases or other financing agreements, (v) any obligations or liabilities arising under agreements entered into other than in the ordinary course of business, (vi) any obligations or liabilities of Seller under any employee pension, retirement, health and welfare or other benefit plans or collective bargaining agreements, (vii) any obligation to any employee of the Station for severance benefits, vacation time, or sick leave accrued prior to the Closing Date, or (viii) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of Seller prior to the Closing, and all such obligations and liabilities shall remain and be the obligations and liabilities solely of Seller.

  • Liabilities to Obligors No obligation or liability to any Obligor under any of the Contracts is intended to be assumed by the Trustees, the Trust or the Noteholders under or as a result of this Agreement and the transactions contemplated hereby.

  • Obligations During the Employment Term, Executive will perform his duties faithfully and to the best of his ability and will devote his full business efforts and time to the Company. For the duration of the Employment Term, Executive agrees not to actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the prior approval of the Board.

  • Assets and Liabilities of Series All consideration received by the Trust for the issue or sale of Shares of a particular Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof (including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be), shall be held and accounted for separately from the assets of every other Series and are referred to as "assets belonging to" that Series. The assets belonging to a Series shall belong only to that Series for all purposes, and to no other Series, subject only to the rights of creditors of that Series. Any assets, income, earnings, profits, and proceeds thereof, funds, or payments which are not readily identifiable as belonging to any particular Series shall be allocated by the Trustees between and among one or more Series as the Trustees deem fair and equitable. Each such allocation shall be conclusive and binding upon the Shareholders of all Series for all purposes, and such assets, earnings, income, profits or funds, or payments and proceeds thereof shall be referred to as assets belonging to that Series. The assets belonging to a Series shall be so recorded upon the books of the Trust, and shall be held by the Trustees in trust for the benefit of the Shareholders of that Series. The assets belonging to a Series shall be charged with the liabilities of that Series and all expenses, costs, charges and reserves attributable to that Series, except that liabilities and expenses allocated solely to a particular Class shall be borne by that Class. Any general liabilities, expenses, costs, charges or reserves of the Trust which are not readily identifiable as belonging to any particular Series or Class shall be allocated and charged by the Trustees between or among any one or more of the Series or Classes in such manner as the Trustees deem fair and equitable. Each such allocation shall be conclusive and binding upon the Shareholders of all Series or Classes for all purposes. Without limiting the foregoing, but subject to the right of the Trustees to allocate general liabilities, expenses, costs, charges or reserves as herein provided, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets of such Series only, and not against the assets of any other Series. Notice of this contractual limitation on liabilities among Series may, in the Trustees' discretion, be set forth in the certificate of trust of the Trust (whether originally or by amendment) as filed or to be filed in the Office of the Secretary of State of the State of Delaware pursuant to the Delaware Act, and upon the giving of such notice in the certificate of trust, the statutory provisions of Section 3804 of the Delaware Act relating to limitations on liabilities among Series (and the statutory effect under Section 3804 of setting forth such notice in the certificate of trust) shall become applicable to the Trust and each Series. Any person extending credit to, contracting with or having any claim against any Series may look only to the assets of that Series to satisfy or enforce any debt, with respect to that Series. No Shareholder or former Shareholder of any Series shall have a claim on or any right to any assets allocated or belonging to any other Series.

  • Liabilities Not Assumed The Purchaser will not assume any liabilities of the Vendor. The Purchaser will not be responsible for any liability of the Vendor, past, present or future, relating to the Claims, and the Vendor will indemnify and save harmless the Purchaser from and against any such claim.

  • 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.

  • Indebtedness and Liabilities None of the Loan Parties shall directly or indirectly create, incur, assume, guaranty, or otherwise become or remain directly or indirectly liable, on a fixed or contingent basis, with respect to any Indebtedness except: (a) the Obligations; (b) Capital Leases and purchase money financing for Equipment entered into in the ordinary course of business (subject to Section 5.21); (c) trade payables and normal accruals in the ordinary course of business not yet due and payable or with respect to which such Loan Party is contesting in good faith the amount or validity thereof by appropriate proceedings and then only to the extent that Borrower shall have established adequate reserves therefor, if appropriate under GAAP; (d) Indebtedness owing under the ADEX Note, Earn-Out Obligations owing to the T N S Sellers, Subordinated Debt owing under the Acquisition Agreements and to the extent constituting Indebtedness, working capital adjustments owing by Borrower to a seller in connection with the Acquisition or a Potential Target Acquisition; (e) Indebtedness described in Section 4.4(a) hereof (including Indebtedness described on Schedule 4.4) and any extension, refinancing, renewal or replacement thereof if the principal amount thereof does not exceed the principal amount of the Indebtedness so refinanced; (f) up to an aggregate amount of $1,500,000 in unsecured debt owing to sellers of the equity interests of all Potential Targets acquired by Borrower (the “Potential Target Subordinated Debt”), provided that the repayment of any such unsecured debt is subordinated on terms satisfactory to Agent, including a restriction against payment of cash interest, required amortization and mandatory prepayments and provided further that the stated maturity date of any such debt is acceptable to the Agent in its commercially reasonable judgment; (g) Subordinated Debt, in addition to the Subordinated Debt described in the preceding clauses (d) and (f), provided that (A) the terms and conditions upon which such Subordinated Debt is incurred (including without limitation covenants, rate of interest, maturity date and use of proceeds) shall have been reviewed to the reasonable satisfaction of Agent, (B) no Event of Default shall have occurred and be continuing, (C) the holder of such Subordinated Debt shall have executed a Subordination Agreement in form and substance reasonably acceptable to Agent and (D) not less than ten (10) Business Days prior to the incurrence of such Subordinated Debt, Borrower shall have delivered to Agent written notice of the applicable Loan Party’s intent to incur such Subordinated Debt, together with a certificate signed by the chief financial officer of Borrower which shall include a calculation in reasonable detail demonstrating that after giving effect to the incurrence of such Subordinated Debt on a Pro Forma Basis, Borrower would be in compliance with the financial covenant set forth in Section 5.21(D) (after decreasing the numerator of the then applicable ratio by 0.50) as of the end of and for the period of four consecutive fiscal quarters ending with the most recent fiscal quarter for which the Borrower delivered financial statements to Agent pursuant to Section 5.1(B); (h) Indebtedness in respect of letters of credit or banker’s acceptances to secure the performance of bids, tenders, leases, contracts (other than for the payment of money) or statutory obligations; (i) Indebtedness in favor of Borrower or any Guarantor pursuant to clause (g) of the definition of Permitted Investments; and (j) other Indebtedness in an aggregate principal amount at any time outstanding not to exceed $100,000.

  • Assets and Liabilities At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition Corp. and the Company (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever account, as well as all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

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