Assumption of Certain Liabilities; Assignment of Rights Sample Clauses

Assumption of Certain Liabilities; Assignment of Rights. Notwithstanding anything herein, in the Acquisition Agreement or otherwise to the contrary, subject to entry of the Approval Order, the Adelphia Parties are responsible for, and shall satisfy, (i) all Liabilities of the Sellers based upon, arising out of or related to the Acquisition Agreement, including, but not limited to, any determination of Working Capital or any adjustment of the Purchase Price, any claim asserted by the Buyer for indemnification or otherwise, and any post-closing liability or obligation of the Sellers other than a breach by ML Media of its obligations under sections 5.1, 7.1(b), and the access provisions of the last sentence of section 7.7 of the Acquisition Agreement (the "MID-OCEAN LIABILITIES"), and (ii) all Excluded Liabilities; provided, however, such obligation is not intended to, and shall not, cause any Mid-Ocean Liabilities or Excluded Liabilities that are recourse only to specified funds to cease being of limited recourse. The Adelphia Parties shall jointly and severally indemnify, defend and hold harmless ML Media from and against any liability, damage or expense (including, but not limited to, legal fees and expenses) resulting from: (x) any Mid-Ocean Liabilities, (y) any Excluded Liabilities or (z) any Liability of the Cable Venture or Cable Corp. that became a liability of the Buyer upon consummation of the transactions set forth in Section 2.1 of the Acquisition Agreement; provided, however, that the Adelphia Parties shall have no obligation to indemnify ML Media for any liability or damage pursuant to this clause (z) (as opposed to a cost of defense (which obligation shall not be affected by this proviso)) until there shall be an order of a court of competent jurisdiction, not subject to a bond or a stay pending appeal which delays the requirement of payment, assessing such liability against ML Media (nothing contained in this Agreement is intended to, or shall, alter the ultimate liability of Buyer for such Liabilities) (clauses (x) through (z) are collectively referred to as the "INDEMNIFIED LIABILITIES"). If any claim is brought against ML Media with respect to any Indemnified Liabilities, the Adelphia Parties shall have the right to assume the defense of that claim on behalf of ML Media. In the event the Adelphia Parties notify ML Media that the Adelphia Parties are assuming the defense of such matter, (a) the Adelphia Parties shall defend ML Media against the matter with counsel of their choice reasonably satisf...
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Related to Assumption of Certain Liabilities; Assignment of Rights

  • Assumption of Certain Liabilities (a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assume, effective as of the Closing, and from and after the Closing Purchaser shall pay, perform, and discharge when due, all the liabilities, obligations, and commitments of Seller arising from or related to the Acquired Assets to the extent such liabilities, obligations, and commitments relate to the period from and after the Closing (the “Assumed Liabilities”).

  • ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS The Assuming Institution agrees with the Receiver and the Corporation as follows:

  • Assumption of rights If PayPal invalidates and reverses a payment that you made to a recipient (either at your initiative or otherwise), you agree that PayPal assumes your rights against the recipient and third parties related to the payment, and may pursue those rights directly or on your behalf, in PayPal’s discretion. This is known in legal terms as your “subrogation” or “assignment” to PayPal of your rights against the recipient and third parties related to the payment. No waiver Our failure to act with respect to a breach of any of your obligations under this user agreement by you or others does not waive our right to act with respect to subsequent or similar breaches. Information about you We may request information from you as we reasonably require to facilitate our actions described in this user agreement, enable us to reduce the risk of fraud or comply with our regulatory (including anti-money laundering) obligations. You must comply with these requests in a timely fashion. This may involve you faxing, emailing or otherwise providing to us at your own expense identification documents and information about your finance and operations (such as your most recent financial statements and merchant processing statements).

  • 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.

  • Termination of Certain Rights The Company's obligations under ----------------------------- Section 3.1 will terminate upon the earliest of (i) the closing of the Company's initial public offering of Common Stock pursuant to a registration statement filed with and declared effective by the SEC under the Securities Act, or (ii) the acquisition (by merger, consolidation or otherwise) of the Company where the surviving entity is subject to the reporting requirements of the Exchange Act.

  • Termination of Certain Agreements On and as of the Closing, the Company shall take all actions necessary to cause the Contracts listed on Schedule 6.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further obligations of any of the relevant parties thereunder following the Closing.

  • 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.

  • Amendment of Certain Documents Such Borrower will not amend or otherwise modify its Certificate of Formation or Articles of Association as the case may be, or operating agreement in any way which would have a Material Adverse Effect on such Borrower.

  • Exclusion of Certain Damages TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  • Payments on Termination and Survival of Certain Rights and Obligations Payments to the Advisor pursuant to this Section 13.03 shall be subject to the 2%/25% Guidelines to the extent applicable.

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