Common use of Assumption of Liabilities Clause in Contracts

Assumption of Liabilities. Effective as of the Closing Date, subject to and in accordance with the terms of this Agreement, Buyer shall assume and agree to perform and discharge when due, the following liabilities and obligations (except to the extent that such liabilities constitute Excluded Liabilities) (collectively, the “Assumed Liabilities”):

Appears in 7 contracts

Samples: Agreement for Purchase and Sale of Assets, Agreement for Purchase and Sale of Assets, Agreement for Purchase and Sale

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Assumption of Liabilities. Effective On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall assume, effective as of the Closing DateClosing, subject to and shall timely perform, pay and discharge in accordance with the their respective terms of this Agreement, Buyer shall assume and agree to perform and discharge when due, only the following liabilities and obligations (except to the extent that such liabilities constitute Excluded Liabilities) Liabilities (collectively, the “Assumed Liabilities”):

Appears in 6 contracts

Samples: Asset Purchase Agreement (Ophthalmic Imaging Systems), Asset Purchase Agreement (Ophthalmic Imaging Systems), Asset Purchase Agreement (Ophthalmic Imaging Systems)

Assumption of Liabilities. Effective Upon the terms and subject to the conditions of this Agreement, Buyer shall assume, effective as of the Closing Date, subject to and in accordance with from and after the terms of this AgreementClosing Date, Buyer shall assume and agree to pay, perform and discharge when due, the following liabilities and obligations Liabilities (except to the extent that such liabilities constitute Excluded Liabilities) (collectively, the “Assumed Liabilities”):

Appears in 4 contracts

Samples: Asset Purchase Agreement (Roivant Sciences Ltd.), Asset Purchase Agreement, Asset Purchase Agreement (Dermavant Sciences LTD)

Assumption of Liabilities. Effective On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall assume, effective as of the Closing DateClosing, subject to and shall timely perform and discharge in accordance with the terms of this Agreement, Buyer shall assume and agree to perform and discharge when duetheir respective terms, the following liabilities and obligations (except to Liabilities of Seller other than the extent that such liabilities constitute Excluded Liabilities) Liabilities (collectively, the “Assumed Liabilities”):

Appears in 4 contracts

Samples: Asset Purchase Agreement (Attis Industries Inc.), Asset Purchase Agreement, Asset Purchase Agreement (Attis Industries Inc.)

Assumption of Liabilities. Effective as of Upon the Closing Date, terms and subject to and in accordance with the terms conditions of this Agreement, Buyer shall shall, effective at the time of the Closing, assume and agree to discharge and perform and discharge when due, the following liabilities Liabilities of Seller (and obligations only those Liabilities of Seller) which are enumerated in this Section 2.3 (except to the extent that such liabilities constitute Excluded Liabilities) (collectively, the “Assumed Liabilities”):). The following Liabilities of Seller (and only the following Liabilities) shall constitute the Assumed Liabilities:

Appears in 3 contracts

Samples: Asset Purchase Agreement (Sito Mobile, Ltd.), Asset Purchase Agreement (Seneca Foods Corp), Asset Purchase Agreement (Hipcricket, Inc.)

Assumption of Liabilities. Effective as (a) As of the Closing Date, subject to and in accordance with the terms of this Agreement, Buyer shall assume and agree to pay, perform and discharge when due, in a timely manner according to their terms only the following liabilities and obligations Liabilities of Seller (except to the extent that such liabilities constitute Excluded Liabilities) (collectively, the “Assumed Liabilities”):

Appears in 3 contracts

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

Assumption of Liabilities. ‌ . Effective as of the Closing Date, subject to and in accordance with the terms of this Agreement, Buyer shall assume and agree to perform and discharge when due, the following liabilities and obligations (except to the extent that such liabilities constitute Excluded Liabilities) (collectively, the “Assumed Liabilities”):

Appears in 2 contracts

Samples: Agreement for Purchase and Sale of Assets, Agreement for Purchase and Sale of Assets

Assumption of Liabilities. Effective On the terms and subject to the conditions set forth in this Agreement, effective as of the Closing DateClosing, subject to and in accordance with the terms of this Agreement, Buyer Purchaser shall assume and agree to perform and discharge when duedue those Liabilities set forth on Schedule 1.2 (collectively, but in all cases excluding the following liabilities and obligations (except to the extent that such liabilities constitute Excluded Liabilities) (collectively, the “Assumed Liabilities”):).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Cadrenal Therapeutics, Inc.), Asset Purchase Agreement (Cadrenal Therapeutics, Inc.)

Assumption of Liabilities. Effective On the terms and subject to the conditions set forth in this Agreement, Buyer shall assume, at the Closing and effective as of the Closing Date, subject to and in accordance with the terms of this Agreementshall thereafter pay, Buyer shall assume and agree to perform and discharge as and when due, except as otherwise provided in Section 9.7, the following following, and only the following, liabilities and obligations (except of each Asset Seller with respect to the extent that such liabilities constitute Excluded Liabilities) its operation of its Business (collectively, the "Assumed Liabilities"):

Appears in 2 contracts

Samples: Purchase Agreement (Hon Industries Inc), Purchase Agreement (Hon Industries Inc)

Assumption of Liabilities. Effective as of Upon the Closing Date, terms and subject to the conditions of this Agreement and in accordance with reliance upon the terms of this Agreementrepresentations, warranties and agreements herein set forth, Buyer shall assume and agree agrees, effective at the time of Closing, to assume, timely perform and timely discharge when due, only the following liabilities and obligations (except Liabilities with respect to the extent that such liabilities constitute Excluded Liabilities) Business and the Transferred Assets (collectively, the “Assumed Liabilities”):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Intelligent Systems Corp), Asset Purchase Agreement (Netsmart Technologies Inc)

Assumption of Liabilities. Effective as of Upon the Closing Date, terms and subject to and in accordance with the terms conditions of this Agreement, Buyer on the Closing Date Buyer, or the applicable Assignee, shall assume assume, effective as of the Closing, and agree to shall timely perform and discharge when duein accordance with their respective terms, the following liabilities and obligations (except to the extent that such liabilities constitute Excluded Liabilities) Liabilities (collectively, the “Assumed Liabilities”):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Sears Holdings Corp), Asset Purchase Agreement (Esl Partners, L.P.)

Assumption of Liabilities. Effective (a) Subject to and upon the terms and conditions of this Agreement, effective as of the Closing Date, subject Purchaser agrees to assume from Sellers and to thereafter pay, perform and/or otherwise discharge in accordance with the terms of this Agreement, Buyer shall assume and agree to perform and discharge when due, a timely manner only the following liabilities and obligations (except Liabilities of Sellers to the extent that such liabilities constitute Liabilities are not Excluded Liabilities) Liabilities (collectively, the “Assumed Liabilities”):

Appears in 2 contracts

Samples: Noncompetition and Nonsolicitation Agreement (Ocz Technology Group Inc), Asset Purchase Agreement (Ocz Technology Group Inc)

Assumption of Liabilities. Effective On the terms and subject to the conditions contained in this Agreement, at Closing Buyer shall assume, become liable for and agree to pay, discharge and perform, as of the case may be, the following Liabilities, whether incurred or arising before or after the Closing Date, subject to and in accordance with the terms of this Agreement, Buyer shall assume and agree to perform and discharge when due, the following liabilities and obligations (except to the extent that such liabilities constitute other than Excluded Liabilities) Liabilities (collectively, the “"Assumed Liabilities"):

Appears in 2 contracts

Samples: Asset Purchase Agreement (RSL Communications LTD), Asset Purchase Agreement (RSL Communications LTD)

Assumption of Liabilities. Effective as of (a) On the Closing Date, subject to and in accordance with the terms of this Agreement, Buyer shall Purchaser will assume and agree to perform and discharge when due, all of the following liabilities and obligations (except with respect to the Business in accordance with their respective terms, but only to the extent that such liabilities obligations do not constitute Excluded Liabilities) Liabilities (collectively, the “Assumed Liabilities”):Liabilities”):any and all liabilities, obligations, and commitments arising out of the Material Agreements that are listed on Schedule 1.7(a), excluding, however, any obligation or liability arising thereunder on or prior to the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Delta Apparel, Inc)

Assumption of Liabilities. Effective as (a) As of the Closing Date, subject to and in accordance with the terms of this Agreement, Buyer shall assume and agree to pay, perform and discharge when due, in a timely manner according to their terms only the following liabilities and obligations Liabilities of each Domestic Seller Company (except to the extent that such liabilities constitute Excluded Liabilities) (collectively, the “"Assumed Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Perficient Inc)

Assumption of Liabilities. Effective as of Upon the Closing Date, terms and subject to and the conditions set forth in accordance with the terms of this Agreement, at Closing, Buyer shall assume and agree undertake to perform discharge in full the obligations and discharge when due, the following liabilities and obligations listed below (except to the extent that such liabilities constitute Excluded Liabilities) (collectively, the Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Royal Hawaiian Orchards, L.P.)

Assumption of Liabilities. Effective as of (a) On the Closing Date, subject to and in accordance with the terms of this Agreement, Buyer shall Purchaser will assume and agree to perform and discharge when due, all of the following liabilities and obligations (except with respect to the Business in accordance with their respective terms, but only to the extent that such liabilities obligations do not constitute Excluded Liabilities) Liabilities (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Span America Medical Systems Inc)

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Assumption of Liabilities. Effective Subject to the terms and conditions of this Agreement, effective as of the Closing Date, subject to and in accordance with the terms of this Agreement, Buyer shall assume and agree to perform and discharge perform, pay or discharge, when due, the following liabilities and obligations (except to the extent that such liabilities constitute Excluded Liabilities) not theretofore performed, paid or discharged, the following Liabilities of Seller (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Venture Catalyst Inc)

Assumption of Liabilities. Effective Upon the terms and subject to the conditions of this Agreement, effective as of the Closing Date, subject to and in accordance with the terms of this Agreement, Buyer shall assume and agree to assume, pay, perform and discharge when due, due all of the following liabilities liabilities, responsibilities and obligations (except of Seller relating to the extent that such liabilities constitute Excluded Liabilities) Acquired Assets arising on or subsequent to the Closing Date (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Mdu Communications International Inc)

Assumption of Liabilities. Effective as of On the Closing Date, on the terms and subject to and the conditions set forth in accordance with the terms of this Agreement, Buyer Purchaser shall assume and agree to shall pay, perform and discharge when due, due the following liabilities and obligations Liabilities relating to or arising out of the Business or the Purchased Assets (except to the extent that such liabilities constitute Excluded Liabilities) (collectively, the “Assumed Liabilities”):), and no other Liabilities of Sellers:

Appears in 1 contract

Samples: Asset Purchase Agreement (Thestreet, Inc.)

Assumption of Liabilities. Effective On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall assume, effective as of the Closing DateClosing, subject to and shall timely perform and discharge in accordance with their respective terms, solely the terms of this Agreement, Buyer Assumed Liabilities. “Assumed Liabilities” shall assume and agree to perform and discharge when due, mean only the following liabilities and obligations (except to other than the extent that such liabilities constitute Excluded Liabilities) (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Enesco Group Inc)

Assumption of Liabilities. Effective as of (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Applicable Closing Date, subject to and in accordance with the terms of this Agreement, Buyer shall assume and agree to assume, pay, perform and discharge when due, in due course the following liabilities and obligations Liabilities (except to the extent that such liabilities constitute Excluded Liabilities) (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Global Crossing LTD)

Assumption of Liabilities. Effective as of (a) On the Closing Date, subject to and in accordance with the terms of this Agreement, Buyer Purchaser shall assume and agree to perform discharge from and discharge when due, after the Closing all of the following liabilities and obligations (except with respect to the Business in accordance with their respective terms, but only to the extent that such liabilities obligations do not constitute Excluded Liabilities) Liabilities (collectively, the "Assumed Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Delta Apparel Inc)

Assumption of Liabilities. Effective as of On the Closing Date, terms and subject to and in accordance with the terms of this Agreementconditions set forth herein, at the Closing, Buyer shall assume and agree agrees to discharge or perform and discharge when due, due the following liabilities obligations and obligations (except liabilities, whether known, unknown, accrued, absolute, matured, unmatured, contingent or otherwise, but only to the extent that such liabilities constitute Excluded Liabilities) arising out of the ownership or use of the Transferred Assets after the Closing Date and not on or before the Closing Date (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Cell Therapeutics Inc)

Assumption of Liabilities. Effective Upon the terms and subject to the conditions of this Agreement, Buyer agrees, effective as of the Closing Date, subject to and in accordance with the terms of this Agreement, Buyer shall assume and agree to perform timely discharge and discharge when duesatisfy, only the following liabilities and obligations Liabilities (except to the extent that such liabilities constitute Excluded Liabilities) (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Bankrate Inc)

Assumption of Liabilities. Effective On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall assume, effective as of the Closing Date, subject to and shall timely perform and discharge in accordance with the terms of this Agreement, Buyer shall assume and agree to perform and discharge when duetheir respective terms, the following liabilities and obligations (except to the extent that such liabilities constitute Excluded Liabilities) Liabilities (collectively, the “Assumed Liabilities”):); provided, however, that in no event shall the Assumed Liabilities include any of the Excluded Liabilities:

Appears in 1 contract

Samples: Asset Purchase Agreement (Orleans Homebuilders Inc)

Assumption of Liabilities. Effective as of Upon the Closing Date, terms and subject to and in accordance with the terms conditions of this Agreement, Buyer shall assume and agree to pay, perform and discharge when dueas of the Closing Date, only the following liabilities Liabilities and obligations (except to the extent that such liabilities constitute Excluded Liabilities) of Seller, and no other Liabilities or obligations (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Monitronics International Inc)

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