Purchase of Assets Assumption of Liabilities Sample Clauses

Purchase of Assets Assumption of Liabilities. At the Closing, WWCI shall sell, transfer, convey, assign and deliver to DOR the Assets. In consideration of the assignment of the Assets by WWCI, at the Closing, DOR shall assume and agree to timely and fully pay and perform the Assumed Liabilities. The “Assets” means an undivided forty nine percent (49%) of the Oil & Gas Interests acquired by WWCI from SOI pursuant to the APA, including the rights, duties, obligations and liabilities of ownership of such Oil & Gas Interests, subject, however, to the following exception or modification and the exception set forth in Section 3. In lieu of acquiring an undivided forty nine percent (49%) record title interest in and to the each of the Leases, this Agreement will include and WWCI will convey to DOR an undivided forty nine percent (49%) operating right interest in and to each of the Leases with respect to depths from the surface of the earth down to and including the depth of 100,000 feet (the “Operating Right Depths”). All references hereafter in this Agreement to the Leases, or to any other Oil & Gas Interests (as defined in the APA), shall be deemed to be limited, where a depth would be applicable, to the Operating Right Depths. The “Assumed Liabilities” means an undivided forty nine percent (49%) of the liabilities and obligations arising under the APA and the rights, duties, obligations and liabilities of ownership of the Assets from and after the Effective Time, but specifically excluding any liabilities and obligations (i) arising under the Leases and the APA with respect to the plugging, abandonment, removal, restoration and decommissioning obligations (including, without limitation, “Final Decommissioning” as defined in the APA) with respect to those xxxxx, platforms, facilities and pipelines in existence as of the Effective Time and constituting part of the Assets and (ii) to fund the Escrow Account, as defined in the Escrow Agreement provided for in the APA (the “Excluded Liabilities”).
Purchase of Assets Assumption of Liabilities. Buyer shall purchase all assets and assume all liabilities and obligations to any Transferred Employees for (x) holiday and vacation pay and sick pay arising on and after the Petition Date, and (y) base wages, and payroll Taxes relating thereto, for the period commencing on the first day of a regular payroll period that begins prior to, and ends after, the Closing Date, which regular payroll period shall not exceed 14 days. At the Closing, Buyer shall purchase all assets and assume all liabilities and obligations to all employees of the Business holiday and vacation pay and sick pay, whether arising before or and after December 7, 2003. Buyer shall assume and promptly indemnify Sellers from all liabilities and obligations for severance pay to employees of the Business who are terminated after the date of this Agreement (other than employees who were provided notice of termination prior to the date hereof). Notwithstanding any of the foregoing, Sellers shall pay all bonuses in respect of any period ending on or before December 31, 2003.
Purchase of Assets Assumption of Liabilities. 9 2.1 Purchase of Assets and Assumption of Liabilities 9 2.2 Purchase Price 11 2.3 Purchase Price Adjustments 11 2.4 Calculation and Payment of the Closing Date Purchase Price 11 2.5 Holdback 12 2.6 Determination of Purchase Price Adjustments; Closing Statement of Assets and Assumed Liabilities; Final Payment 13 2.7 Closing and Closing Deliveries 16 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY 18 3.1 Organization 18 3.2 Business and Business Name 18 3.3 Due Authorization 18 3.4 No Breach 18 3.5 Clear Title 19 3.6 Condition and Sufficiency of Assets 19 3.7 Litigation 19 3.8 Labor Matters 20 3.9 DEA Compliance 20 3.10 Employee Benefits 20 3.11 Income Statement and Preliminary Statement of Assets and Assumed Liabilities 21 3.12 Absence of Certain Developments 21 3.13 Intellectual Property 23 3.14 Compliance with Laws 24 3.15 Operating Contracts 24 3.16 Real Estate 25 3.17 Books and Records 26 3.18 Employees and Employee Related Commitments 26 3.19 Permits 27 TABLE OF CONTENTS (continued) Page 3.20 Insurance 27 3.21 Brokers 27 3.22 Environmental Matters 27 3.23 Debt Instruments 28 3.24 Customers and Suppliers 28 3.25 Adequacy of Properties 28 3.26 Absence of Certain Business Practices 28 3.27 Trade Regulation 28 3.28 Inventories 29 3.29 Certain Arrangements 29 3.30 Tax Matters 29 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 30 4.1 Organization 30 4.2 Due Authorization 30 4.3 No Breach 31 4.4 Brokers 31 ARTICLE 5 INDEMNIFICATION 31 5.1 Indemnification by the Company 31 5.2 Indemnification by the Purchaser 32 5.3 Procedure for Indemnification 32 5.4 Dispute Resolution 34 5.5 Effect of Insurance 35 ARTICLE 6 CERTAIN TAX MATTERS 36 6.1 Income and Transfer Taxes 36 6.2 Non-foreign Person Affidavit 36 6.3 Allocation of Purchase Price 36 6.4 Post-Closing Access and Cooperation 36 ARTICLE 7 PERFORMANCE FOLLOWING THE CLOSING DATE 37 7.1 Further Acts and Assurances 37 7.2 Non-Competition Agreement 37 TABLE OF CONTENTS (continued) Page 7.3 Non-Solicitation Agreement 38 7.4 Confidential Information 38 7.5 Reasonableness of Covenants 38 7.6 Injunctive Relief 38 7.7 Blue Pencil Doctrine 39 7.8 Employee Retention 39 7.9 Consents 40 7.10 Inventory Count and Pricing 40 7.11 Employee Restrictive Covenant Agreements 41 7.12 Excluded Trade Payables 41 7.13 New Operating Contracts; Shoreview Call Center 41 ARTICLE 8 MISCELLANEOUS 41 8.1 Survival of Representations and Warranties, Covenants and Agreements 41 8.2 Preservation of and Access to Records 42 8.3 C...
Purchase of Assets Assumption of Liabilities. (A) Subject to the terms and conditions set forth herein, on the Closing Date (as hereinafter defined), Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase from Seller, (i) the Real Property, (ii) all equipment, furniture, furnishings, fixtures, inventories, supplies and all other tangible personal property located on the Real Property and the Facility (collectively, the "Personal Property") (iii) goodwill, going concern and all existing warranties and guaranties (express or implied) with respect to the Real Property or the Personal Property, (iv) all rights of Seller in, to and under all assignable contracts, leases and other agreements, and any amendments or modifications thereto (collectively, "Contracts") used or useful in the operation of the Facility as of the date hereof or made or entered into by Seller between the date hereof and the Closing Date in compliance with this Agreement (collectively, the "Facility Agreements"), including but not limited to any admission agreements entered into in the ordinary course of business with residents of the Facility (collectively, the "Resident Agreements"); provided, however, Purchaser may, in its sole discretion, decline to assume any such Contract, and (v) copies of all of the books, records, accounts, files, logs, ledgers and journals pertaining to or used in the operation of the Facility, other than Excluded Assets (collectively referred to as the "Property"). The term Property shall not include the following assets as they shall exist on or before the Closing Date: Seller's cash balances; Seller's accounts receivable; and all books and corporate records of Seller (the "Excluded Assets"),
Purchase of Assets Assumption of Liabilities. (a) At the Closing, subject to the terms and conditions of this Agreement:
Purchase of Assets Assumption of Liabilities. (a) At the Closing, subject to the terms and conditions of this Agreement, Household Bank shall purchase from Sellers and Sellers shall sell, assign, transfer, convey and, other than as expressly otherwise provided in Section 3.6 hereof or in the Servicing Agreement or the Program Agreement, deliver to Household Bank (or, in accordance with the Transfer and Assumption Agreement, to HFC and HRSI Funding, Affiliates of Household Bank designated by Household Bank to receive the Securitization Assets), against payment of the Closing Purchase Price all of Sellers' right, title and interest as of the Cut-off Time in and to the Credit Card Assets. To the extent Credit Card Assets are owned by subsidiaries of the Company other than NBGL or SCC, Sellers shall fulfill their obligations hereunder by causing such subsidiaries to convey such Credit Card Assets to Household Bank.
Purchase of Assets Assumption of Liabilities. Section 2.1
Purchase of Assets Assumption of Liabilities. 2.1 Purchase of Assets and Assumption of Liabilities.....................11
Purchase of Assets Assumption of Liabilities 

Related to Purchase of Assets Assumption of Liabilities

  • Purchase and Sale of Assets Assumption of Liabilities On the terms and subject to the conditions set forth in this Agreement, other than as set forth in Section 6.30, Section 6.34 and Section 6.35, at the Closing, Purchaser shall (a) purchase, accept and acquire from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Purchaser, free and clear of all Encumbrances (other than Permitted Encumbrances), Claims and other interests, the Purchased Assets and (b) assume and thereafter pay or perform as and when due, or otherwise discharge, all of the Assumed Liabilities.

  • 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 and structure set forth on Schedule 2.1(a) (the “Plan of Reorganization”):

  • Assumption of Liabilities On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Liabilities.

  • Non-Assumption of Liabilities Purchaser shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for, or incur any liability or obligation of any nature of the Sellers, except for the Assumed Liabilities being assumed under Section 1.6 hereof. By way of illustration, Purchaser shall not assume, become responsible for, or incur any liability for whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, arising out of occurrences prior to the Closing Date arising out of or relating to: (a) violation of the requirements of any governmental authority or of the rights of any third person, relating to the reporting and payment of federal, state, or other income Tax Liabilities of Sellers; (b) any severance pay, or accrued vacation pay obligation or any other potential claims that could be brought or alleged by any of the Sellers employees for periods prior to the Closing Date, or any obligations under any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Sellers or to which any of the Sellers contributes or any contributions, benefits or liabilities therefore or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the Sellers; (c) the interest bearing debts of the Sellers, (d) any violation by the Sellers of any federal, state or local antitrust, racketeering or trade practice law, (e) liabilities or obligations of the Sellers for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder, (f) any and all liability and obligation for commissions and bonuses listed on Schedule 3.13; and (g) any rights, liabilities or responsibilities for any lease agreement that is not listed in Schedule 1.4(e).

  • Assumption of Assumed Liabilities Assignee hereby expressly assumes and agrees to pay, perform and/or discharge in accordance with their terms the Assumed Liabilities.

  • Assumption of Liability Notwithstanding any provision in this Agreement to the contrary, Licensee shall be solely responsible for any product liability, liability for death, illness, personal injury, improper business practice or any other statutory liability or any other liability under any law or regulation in respect of the Compound, Product and/or Licensed Product.

  • Assumption and Satisfaction of Liabilities Except as otherwise specifically set forth in any Ancillary Agreement from and after the Effective Time, (a) Tyco shall, or shall cause a member of the Tyco Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms (“Assume”), all of the Tyco Retained Liabilities, (b) Healthcare shall, or shall cause a member of the Healthcare Group to, Assume all the Healthcare Liabilities and (c) Electronics shall, or shall cause a member of the Electronics Group to, Assume all the Electronics Liabilities, in each case, regardless of (i) when or where such Liabilities arose or arise, (ii) whether the facts upon which they are based occurred prior to, on or subsequent to the Effective Time, (iii) where or against whom such Liabilities are asserted or determined or (iv) whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Tyco Group, the Healthcare Group or the Electronics Group, as the case may be, or any of their past or present respective directors, officers, employees, agents, Subsidiaries or Affiliates.

  • No Assumption of Liabilities Except as expressly provided in this Agreement, TJC shall not assume any debts, liabilities or obligations of Seller or its Members, shareholders, affiliates, officers, employees or agents of any nature, whether known or unknown, fixed or contingent, including, but not limited to, debts, liabilities or obligations with regard or in any way relating to any contracts (including, without limitation, any employee agreements), leases for real or personal property, trade payables, tax liabilities, disclosure obligations, product liabilities, liabilities to any regulatory authorities, liabilities relating to any claims, litigation or judgments, any pension, profit-sharing or other retirement plans, any medical, dental, hospitalization, life, disability or other benefit plans, any stock ownership, stock purchase, deferred compensation, performance share, bonus or other incentive plans, or any other similar plans, agreements, arrangements or understandings which Seller, or any of its affiliates, maintain, sponsor or are required to make contributions to, in which any employee of Seller participates or under which any such employee is entitled, by reason of such employment, to any benefits (collectively the (“Excluded Liabilities”). For the avoidance of doubt, any liability under any lease for real property for a Franchise, whether or not assumed by TJC, which relates to the period before Closing, shall be an Excluded Liability.

  • Novation of Liabilities (a) Each Party, at the request of the other Party, shall use reasonable best efforts to obtain, or to cause to be obtained, any Consent, Governmental Approval, substitution or amendment required to novate or assign to the fullest extent permitted by applicable Law all obligations under Contracts and Liabilities for which a member of such Party’s Group and a member of the other Party’s Group are jointly or severally liable and that do not constitute Liabilities of such other Party as provided in this Agreement (such other Party, the “Other Party”), or to obtain in writing the unconditional release of all parties to such arrangements (other than any member of the Other Party’s Group which Assumed or retained such Liability as set forth in this Agreement), so that, in any such case, the members of the applicable Group shall be solely responsible for such Liabilities; provided, however, that no Party shall be obligated to pay any consideration (or otherwise incur any Liability or obligation) therefor to any third party from whom any such Consent, Governmental Authority, substitution or amendment is requested (unless such Party is fully reimbursed or otherwise made whole by the requesting Party).

  • Assumption and Exclusion of Liabilities (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Purchaser shall assume and shall agree to pay, perform and discharge the following Liabilities of the Seller, except for the Excluded Liabilities (the “Assumed Liabilities”):