Common use of Assumption of Liabilities Clause in Contracts

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”):

Appears in 25 contracts

Samples: Purchase and Assumption Agreement, Purchase and Assumption Agreement (Shore Bancshares Inc), Purchase and Assumption Agreement (First Bancorp /Nc/)

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Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee)Date, with respect to the following (collectively, the “Assumed "Liabilities"):

Appears in 7 contracts

Samples: Purchase and Assumption Agreement (Golden State Bancorp Inc), Purchase and Assumption Agreement (Fp Bancorp Inc), Purchase and Assumption Agreement (Cowlitz Bancorporation)

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee)Date, with respect to the following (collectively, the “Assumed Liabilities”):

Appears in 6 contracts

Samples: Purchase and Assumption Agreement (NBT Bancorp Inc), Purchase and Assumption Agreement (Berkshire Hills Bancorp Inc), Purchase and Assumption Agreement (Legacy Bancorp, Inc.)

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in of this Agreement, at the Closing, Purchaser Buyer shall assumeassume and thereafter in due course fully satisfy those obligations arising under the Designated Contracts which are assignable and are assigned by Seller to Buyer, paywith respect to, perform and discharge all dutiesonly with respect to, responsibilities, performance of obligations or liabilities (including payments to be made on account of Seller (whether accrued, contingent or otherwiseservices) to be discharged, performed, satisfied or paid on or rendered thereunder after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”):Date.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Integrated Living Communities Inc), Asset Purchase Agreement (Integrated Living Communities Inc), Asset Purchase Agreement (Integrated Living Communities Inc)

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all the duties, responsibilities, obligations or and liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), ) with respect to the following (collectively, the “Assumed Liabilities”):

Appears in 2 contracts

Samples: Purchase and Assumption Agreement (MVB Financial Corp), Purchase and Assumption Agreement (MVB Financial Corp)

Assumption of Liabilities. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, at as of the Signing Date (but subject to the consummation of the Closing), Buyer shall assume, and from and after the Closing, Purchaser Buyer shall assume, pay, perform discharge when due, and discharge perform, all duties, responsibilities, obligations or liabilities of the following Liabilities of Seller (whether accruedGroup, contingent or otherwise) to be discharged, performed, satisfied or paid on or after other than the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following Excluded Liabilities (collectively, the “Assumed Liabilities”):

Appears in 2 contracts

Samples: Asset Purchase Agreement (On Track Innovations LTD), Asset Purchase Agreement (SuperCom LTD)

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) arising on or after the Closing Date and to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”):

Appears in 2 contracts

Samples: Purchase and Assumption Agreement (German American Bancorp, Inc.), Purchase and Assumption Agreement (First Commonwealth Financial Corp /Pa/)

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or from and after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”):

Appears in 2 contracts

Samples: Purchase and Assumption Agreement (Investors Bancorp, Inc.), Purchase and Assumption Agreement (Berkshire Hills Bancorp Inc)

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, including Section 3.4, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date Effective Time (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”):

Appears in 2 contracts

Samples: Purchase and Assumption Agreement (MVB Financial Corp), Purchase and Assumption Agreement (Summit Financial Group Inc)

Assumption of Liabilities. (a) Subject to Upon the terms and subject to the conditions set forth in of this Agreement, at on and as of the ClosingClosing Date, Purchaser Seller shall assumeassign, paytransfer, perform convey and discharge all dutiesdeliver to Buyer, responsibilitiesand Buyer shall assume and accept from Seller, the obligations or and liabilities of Seller (whether accrued, contingent accrued or otherwise) to be discharged, performed, satisfied or paid on or arising after the Closing Date (under, in connection with or the Transfer Date with respect to as a Transferred Employee), with respect to result of only the following (collectively, hereinafter referred to as the “Assumed "Liabilities"):

Appears in 1 contract

Samples: Asset Purchase and Liability Assumption Agreement (Nb&t Financial Group Inc)

Assumption of Liabilities. (a2) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all the following duties, responsibilities, obligations or and liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), ) with respect to the following (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Eagle Bancorp Montana, Inc.)

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”):,

Appears in 1 contract

Samples: Purchase and Assumption Agreement (National Bancshares Corp of Texas)

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge as and when required as of or after the Closing, all duties, responsibilities, obligations or liabilities of Seller (of any kind, whether accrued, contingent or otherwise) ), other than the Excluded Liabilities, to be discharged, performed, satisfied or paid with respect to the period on or after the Closing Date (or relating to the Transfer Date with respect to a Transferred Employee)Activities, with respect to including the following (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Purchase and Assumption Agreement (First Banks, Inc)

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Old National Bancorp /In/)

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accruedSeller, contingent or otherwise) other than the Excluded Liabilities, to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the "Assumed Liabilities"):

Appears in 1 contract

Samples: Purchase and Assumption Agreement (First Bancorp, Inc /ME/)

Assumption of Liabilities. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser the Buyer shall assume, pay, perform assume and timely satisfy and discharge all dutiesLiabilities of the Seller and its Affiliates under, responsibilitiesor in respect of or relating, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (Acquired Assets or the Transfer Date with respect to a Transferred Employee), with respect Product to the following (collectively, the “Assumed Liabilities”):extent that they:

Appears in 1 contract

Samples: Asset Purchase Agreement (Antares Pharma, Inc.)

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Initial Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Initial Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the "Initial Closing Assumed Liabilities"):

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Hancock Holding Co)

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all the duties, responsibilities, obligations or and liabilities of Seller (whether accruedor, contingent or otherwisewith respect to the Warehouse Lease, BBX) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), ) with respect to the following (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Bankatlantic Bancorp Inc)

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge assume all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) solely to the extent such duties, responsibilities, obligations or liabilities are required to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee)Date, with respect to the following (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Purchase and Assumption Agreement (CenterState Banks, Inc.)

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all the following duties, responsibilities, obligations or and liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), ) with respect to the following (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Flagstar Bancorp Inc)

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, agrees to assume and thereafter pay, perform and discharge all the duties, responsibilities, obligations or and liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or that are incurred after the Closing Date (or the Transfer Date with respect to a Transferred Employee)Closing, only with respect to the following (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Purchase and Assumption Agreement (First Place Financial Corp /De/)

Assumption of Liabilities. (a) Subject to On the terms and subject to the conditions set forth in this Agreement, at the ClosingClosing and effective as of the Closing Date, Purchaser Buyer shall assume, assume and thereafter as and when due pay, perform and discharge (a) any and all dutiesaccounts payable and accrued expenses related to the Business, responsibilitiesand (b) any and all debts, obligations and liabilities arising after, and relating to acts, omissions, events or liabilities of Seller (whether accruedoccurrences after, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following Acquired Assets or the Business conducted by Buyer (collectively, the "Assumed Liabilities”):").

Appears in 1 contract

Samples: Asset Purchase Agreement (Bureau of National Affairs Inc)

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Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all the duties, responsibilities, obligations or and liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), ) with respect to the following (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Floridian Financial Group Inc)

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accruedSeller, contingent or otherwise) other than the Excluded Liabilities, to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Camden National Corp)

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Purchase and Assumption Agreement (First Financial Corp /In/)

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all discharge, as and when due, the duties, responsibilities, obligations or and liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Purchase and Assumption Agreement (CenterState Banks, Inc.)

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee)Date, with respect to the following (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Premierwest Bancorp)

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all the duties, responsibilities, obligations or liabilities Liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or from and after the Closing Date (or the Transfer Date with respect to a Transferred Employee)Date, solely with respect to the following (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Heritage Commerce Corp)

Assumption of Liabilities. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser the Buyer shall assumeassume all liabilities and obligations of the Company of any nature whatsoever, paydue or to become due, perform and discharge all dutiesknown or unknown, responsibilitiesaccrued, obligations or liabilities of Seller (whether accruedabsolute, contingent or otherwise) to be discharged, performed, satisfied or paid on or after other than the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following Excluded Liabilities (collectively, the “Assumed Liabilities”):). From and after the Closing Date, the Buyer shall honor, pay, discharge or perform, as appropriate, all Assumed Liabilities in accordance with their respective terms.

Appears in 1 contract

Samples: Asset Purchase Agreement (Alloy Inc)

Assumption of Liabilities. (a) Subject to At the Closing, upon the terms and subject to the conditions set forth in of this AgreementAgreement and subject to adjustment as provided herein, at the Closing, Seller shall assign and Purchaser shall assume, pay, perform assume the liabilities and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed "Liabilities"):

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Century Bancshares Inc)

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accruedSeller, contingent or otherwise) other than the Excluded Liabilities, to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee)Date, with respect to the following (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Branch Purchase and Deposit/Loan Assumption Agreement (First National Community Bancorp Inc)

Assumption of Liabilities. (a) Subject At the Closing, upon and subject to the terms and subject to the conditions set forth in of this AgreementAgreement and subject to adjustment as provided herein, at the Closing, Seller shall assign to Purchaser and Purchaser shall assume, pay, perform assume the liabilities and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Franklin Bank Corp)

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Purchase and Assumption Agreement (COMMUNITY BANK NA, a Subsidiary of Community Bank System Inc.)

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser Buyer shall assume, and agree to pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee)Date, with respect to the following (collectively, the “Assumed "Liabilities"):

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Pacific State Bancorp)

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, including Section 3.4 at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the close of business on Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Banner Corp)

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or from and after the Closing Date (or the Transfer Date with respect to a Transferred Employee)Closing, with respect to the following (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Emclaire Financial Corp)

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