Common use of Assumption of Liabilities Clause in Contracts

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing Purchaser shall assume, effective as of the Closing, the following liabilities of the Company, (collectively, the “Assumed Liabilities”):

Appears in 6 contracts

Samples: Asset Purchase Agreement (Western Iowa Energy, L.L.C.), Asset Purchase Agreement (Central Iowa Energy, LLC), Asset Purchase Agreement (Central Iowa Energy, LLC)

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Assumption of Liabilities. (a) On the terms and subject to the conditions set forth in this Agreement, at the Closing Closing, Purchaser shall (or shall cause its designated Affiliates to) assume, effective as of the Closing, only the following liabilities Liabilities of the Company, Seller (collectively, the “Assumed Liabilities”):

Appears in 3 contracts

Samples: Asset Purchase Agreement (Aytu Bioscience, Inc), Asset Purchase Agreement (Aytu Bioscience, Inc), Asset Purchase Agreement (Rosewind CORP)

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement and the Agency Agreement, at the Closing Closing, Purchaser shall assume, effective as of the ClosingClosing Date, the following liabilities of the Company, Liabilities (collectively, the “Assumed Liabilities”):

Appears in 3 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Sharper Image Corp), Asset Purchase Agreement (Sharper Image Corp)

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing Closing, Purchaser shall assume, effective as of the Closing, only the following liabilities Liabilities of the Company, Seller (collectively, the “Assumed Liabilities”):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Interface Security Systems, L.L.C.), Asset Purchase Agreement (Interface Security Systems Holdings Inc)

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing Purchaser shall (or shall cause its designated Affiliate or Affiliates to) assume, effective as of the Closing, only the following liabilities of the Company, Sellers (collectively, the "Assumed Liabilities"):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Xanodyne Pharmaceuticals Inc), Asset Purchase Agreement (Aaipharma Inc)

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing Purchaser shall (or shall cause its designated Affiliate or Affiliates to) assume, effective as of the Closing, the following liabilities of the Company, Seller (collectively, the “Assumed Liabilities”):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Exabyte Corp /De/), Asset Purchase Agreement (Technology Solutions Company)

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing Closing, Purchaser shall assumeassume the following, effective as and only the following, Liabilities of the Closing, the following liabilities of the Company, Sellers (collectively, the “Assumed Liabilities”):

Appears in 2 contracts

Samples: Asset Purchase Agreement (New Century Energy Corp.), Asset Purchase Agreement (New Century Energy Corp.)

Assumption of Liabilities. On Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Purchaser shall assume, effective as of the Closing, the Buyer shall assume from the Company only the following liabilities of the Company, and obligations (collectively, the “Assumed Liabilities”):

Appears in 2 contracts

Samples: Asset Purchase Agreement (DJSP Enterprises, Inc.), Asset Purchase Agreement (Homeland Security Capital CORP)

Assumption of Liabilities. On Subject to the terms and subject to the conditions set forth in of this Agreement, and in each case, subject to Section 1.4 hereof, at the Closing Purchaser shall assume, effective as of the Closing, the Buyer shall assume the following specific liabilities and obligations of the Company, Company relating to the Business (collectively, the "Assumed Liabilities"):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Transtechnology Corp), Asset Purchase Agreement (Transdigm Holding Co)

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing Purchaser Closing, the Company shall assume, effective as of the Closing, only the following liabilities of the Company, Breitling (collectively, the “Assumed Liabilities”):

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Bering Exploration, Inc.)

Assumption of Liabilities. On In accordance with the terms and subject to upon the conditions set forth in of this Agreement, at the Closing Purchaser Buyer shall assumeassume and accept and shall pay, effective perform and discharge fully as and when required the following Liabilities of the Closing, the following liabilities of the Company, Seller Entities (collectively, the “Assumed Liabilities”):

Appears in 2 contracts

Samples: Purchase Agreement (Cree Inc), Purchase Agreement (Cree Inc)

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing Purchaser shall assume, effective as of the Closing, and shall timely pay, perform and discharge in accordance with their respective terms, only the following liabilities of the Company, Liabilities (collectively, the “Assumed Liabilities”):

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing Closing, Purchaser shall assume, effective as of the Closing, and shall timely perform, pay and discharge in accordance with their respective terms, the following liabilities Liabilities of the Company, Seller (collectively, the “Assumed Liabilities”):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Impinj Inc), Asset Purchase Agreement (Impinj Inc)

Assumption of Liabilities. On At the Closing, on the terms and subject to the conditions set forth in this Agreement, at the Closing Purchaser shall (or shall cause its designated Subsidiaries to) assume, effective as of the Closing, the following liabilities of the Company, (collectively, the “Assumed Liabilities”):) and no other liabilities, the assumption of such liabilities to be effective as of the Effective Time:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Advanced Micro Devices Inc), Asset Purchase Agreement (Broadcom Corp)

Assumption of Liabilities. On Upon the terms and subject to the conditions set forth in of this Agreement, Purchaser agrees, effective at the Closing Purchaser shall assume, effective as time of the Closing, to assume, pay, perform and discharge the following liabilities of the Company, Liabilities (collectively, the “Assumed Liabilities”):

Appears in 2 contracts

Samples: Asset Purchase Agreement (School Specialty Inc), Asset Purchase Agreement (School Specialty Inc)

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing Closing, Purchaser shall assumeassume and, effective as of the Closingthereafter, the following liabilities of the Companyshall pay, perform and discharge when due, all liabilities, other than any Excluded Liability, set forth below (collectively, the “Assumed Liabilities”):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Titan International Inc), Asset Purchase Agreement (Titan International Inc)

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing Purchaser shall (or shall cause its designated Affiliate or Affiliates to) assume, effective as of the Closing, the following liabilities of the Company, Sellers (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (DXP Enterprises Inc)

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing Closing, Purchaser shall (or shall cause its designated Affiliate or Affiliates to) assume, effective as of the Closing, the following liabilities of the Company, Seller (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Opteum Inc.)

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing Closing, Purchaser shall assume, effective as of the Closing, and shall timely perform and discharge in accordance with their respective terms, the following liabilities Liabilities of the Company, Company (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Station Casinos LLC)

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing Purchaser shall assume, effective as of the Closing, and shall timely perform, pay and discharge in accordance with their respective terms, only the following liabilities Liabilities of Seller set forth below in this Section 2.3, other than the Company, Excluded Liabilities (collectively, the “Assumed Liabilities”):), consisting only of the following Liabilities:

Appears in 1 contract

Samples: Asset Purchase Agreement (Bell Industries Inc /New/)

Assumption of Liabilities. On the terms and subject to the conditions and limitations set forth in this Agreement, at the Closing Closing, Purchaser shall assume, effective as of the Closing, the following liabilities (and only the following) Liabilities of Sellers (without duplication) existing as of the Company, Closing (collectively, the “Assumed Liabilities”):) and no others:

Appears in 1 contract

Samples: Asset Purchase Agreement

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing Purchaser shall assume, effective as of the Closing, and shall timely fulfill, perform, pay and discharge in accordance with their respective terms, the following liabilities of the Company, Liabilities (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Key Energy Services Inc)

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing Purchaser shall assume, effective as of the Closing, only the following liabilities of the Company, Seller (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Lighting Science Group Corp)

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing Purchaser shall assume, effective as of the Closing, the following liabilities of the Company, Seller (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (DXP Enterprises Inc)

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing Closing, Purchaser shall assume, effective as of the Closing, only the following liabilities of the Company, Seller (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Goodman Networks Inc)

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing Closing, Purchaser shall assume, effective as of the Closing, and shall timely perform and discharge in accordance with their respective terms, the following liabilities of the Company, Liabilities (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Tropicana Entertainment Inc.)

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Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing Purchaser shall (or shall cause its designated Affiliate or Affiliates to) assume, effective as of the Closing, the following (and only the following) liabilities of the Company, Sellers (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Core-Mark Holding Company, Inc.)

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing Purchaser shall (or shall cause its designated Affiliate or Affiliates to) assume, effective as of the Closing, only the following liabilities of the Company, Seller (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Teraforce Technology Corp)

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing Purchaser Closing, Buyer shall assume, effective as of the Closing, the following liabilities of the Company, (collectively, the “Assumed Liabilities”)::

Appears in 1 contract

Samples: Asset Purchase Agreement (Renewable Energy Group, Inc.)

Assumption of Liabilities. On the terms and subject to the conditions -------------------------- set forth in this Agreement, at the Closing Purchaser shall assume, effective as of the Closing, and shall timely perform and discharge in accordance with their respective terms, the following liabilities Liabilities of the Company, Sellers (collectively, the "Assumed Liabilities”):"): -------------------

Appears in 1 contract

Samples: Asset Purchase Agreement (Agway Inc)

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing Closing, Purchaser shall assume, effective as of the Closing, and shall timely pay, perform and discharge in accordance with their respective terms, only the following liabilities of the Company, Liabilities (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing Purchaser shall assume, effective as of the Closing, and shall timely perform and discharge in accordance with their respective terms, the following liabilities of the Company, Liabilities (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Impac Medical Systems Inc)

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing Closing, Purchaser shall assume, effective as of the Closing, only the following specified liabilities of the Company, Seller (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (KMG Chemicals Inc)

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing Purchaser shall assume, effective as of the Closing, and shall timely perform and discharge in accordance with their respective terms, the following liabilities Liabilities of the Company, Sellers (collectively, the "Assumed Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Footstar Inc)

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing Purchaser shall assume, effective as of the Closing, and shall timely perform and discharge in accordance with their respective terms, the following liabilities Liabilities of the Company, Sellers (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Foot Locker Inc)

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing Purchaser shall (or shall cause its designated Affiliate or Affiliates to) assume, effective as of the Closing, the following (and only the following) liabilities of the Company, Seller (collectively, the “Assumed Liabilities”):), and no others:

Appears in 1 contract

Samples: Asset Purchase Agreement (Core-Mark Holding Company, Inc.)

Assumption of Liabilities. On (a) Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing Purchaser on the Closing Date, Buyer shall assume, effective as of the Closing, assume only the following liabilities of the Company, (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Circor International Inc)

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing Purchaser the Buyer shall assume, effective as of the Closing, the following liabilities of the Company, (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (AquaBounty Technologies, Inc.)

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing Purchaser Closing, the Buyer shall assume, effective as of the Closing, only the following liabilities Liabilities of the Company, Seller (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Ambient Corp /Ny)

Assumption of Liabilities. On the terms and termx xxd subject to the conditions set forth in this Agreement, at the Closing Purchaser shall assume, effective as of the Closing, the following liabilities of the Company, Seller (collectively, the "Assumed Liabilities"):

Appears in 1 contract

Samples: Escrow Agreement (Darling International Inc)

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing Purchaser shall assume, effective as of the Closing, and shall timely perform, pay and discharge in accordance with their respective terms, only the following liabilities Liabilities of Seller set forth below in this Section 2.3, other than the Company, Excluded Liabilities (collectively, the “Assumed Liabilities”):), consisting of the following Liabilities:

Appears in 1 contract

Samples: Asset Purchase Agreement (Bell Industries Inc /New/)

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing Purchaser shall assume, effective as of the Closing, the following liabilities of the Company, Company (collectively, the “Assumed Liabilities”):): all Liabilities of the Company under the Purchased Contracts excluding the Excluded Liabilities.

Appears in 1 contract

Samples: Asset Purchase Agreement (Soy Energy, LLC)

Assumption of Liabilities. On the terms and subject to the conditions -------------------------- set forth in this Agreement, at the Closing Purchaser shall assume, effective as of the Closing, and shall timely perform and discharge in accordance with their respective terms, only the following liabilities of the Company, Seller (collectively, the "Assumed Liabilities”):"): -------------------

Appears in 1 contract

Samples: Asset Purchase Agreement (Agway Inc)

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