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...
Sample 1
AutoNDA by SimpleDocs

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 Obligations Buyer shall assume only those liabilities related to the Business or Assets which are referred to in Section 2.2(a) or are otherwise expressly assumed in this Agreement (the "Assumed Liabilities").

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

  • Termination of Certain Contracts Purchaser shall have received evidence reasonably acceptable to Purchaser that the Contracts set forth on Schedule 10.3(e)(ix) involving any of the Target Companies and/or Sellers or other Related Persons shall have been terminated with no further obligation or Liability of the Target Companies thereunder.

  • 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 Any termination of this Lease pursuant to this Article 13 shall cause any right of the Lessee to extend the Term of this Lease, granted to the Lessee herein and any right of the Lessee to purchase the Leased Property contained in this Lease to be terminated and to be without further force or effect.

  • Modification of Certain Documents No Group Member shall do any of the following:

  • 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 Guarantor represents, warrants, covenants, agrees and confirms to Lender that, from and after the date of this Agreement, Guarantor assumes the obligations of the Original Guarantors under the Original Loan Documents, as amended by this Agreement and the other Loan Modification Documents (collectively, referred to herein as the “Obligations”), and agrees to timely pay or perform such Obligations in accordance with the terms of the Loan Documents. Accordingly, Guarantor acknowledges that Guarantor (a) has previously been supplied with copies of all of the Original Loan Documents, (b) has had full opportunity to review the terms of the Original Loan Documents, and (c) is entering into this Agreement with the full realization and understanding that the Property is subject to the liens and other restrictions, obligations and conditions created by and set forth in the Loan Documents.

  • 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.

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