Liabilities of the Transferred Entities Sample Clauses

Liabilities of the Transferred Entities. The parties agree that none of the Liabilities of the Transferred Entities shall be assumed by Purchaser pursuant to Section 1.3 and that, except to the extent specifically referenced in Section 1.4, none of the Liabilities of the Transferred Entities shall be allocated to Sellers pursuant to Section 1.4, but that such Liabilities shall be retained by the respective Transferred Entity in the same manner before and after the Closing Date without any change therein as a result of the transactions contemplated hereunder, except as otherwise set forth herein; provided that at the Closing Sellers will assume and agree to discharge and perform when due all Liabilities (if any) of the Transferred Entities that do not relate to the Business.
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Liabilities of the Transferred Entities. The parties agree that none of the Liabilities of the Transferred Entities shall be assumed by Purchaser pursuant to Section 1.4(a) and that, except to the extent specifically referenced in Section 1.4(b), none of the Liabilities of the Transferred Entities shall be allocated to Sellers pursuant to Section 1.4(b); provided that, any Excluded Liabilities held by any Transferred Entity shall be assumed by a Seller or one of its Affiliates (other than any other Transferred Entity) immediately prior to Closing.
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Liabilities of the Transferred Entities. The parties agree that none of the Liabilities of the Transferred Entities shall be assumed by Purchaser pursuant to Section 1.6 and that none of the Liabilities of the Transferred Entities shall be allocated to Sellers pursuant to Section 1.7, but that such Liabilities shall be retained by the respective Transferred Entity except as otherwise expressly set forth herein; provided, however, that any Liabilities held by any Transferred Entity of a type that, if held by a Seller or Affiliate thereof (other than a Transferred Entity) would be an Excluded Liability, shall be deemed to constitute Excluded Liabilities for the purposes of Article 11 hereof (including Section 11.1 thereof) and for purposes of Section 10.3(l) hereof.
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Liabilities of the Transferred Entities. The parties agree that none of the Liabilities of the Transferred Entities shall be assumed by Purchaser pursuant to Section 1.3 and that, except to the extent specifically referenced in Section 1.4, none of the Liabilities of the Transferred Entities shall be allocated to Sellers pursuant to Section 1.4, but that such Liabilities shall be retained by the respective Transferred Entity in the same manner before and after the Closing Date without any change therein as a result of the transactions contemplated hereunder, except as otherwise set forth herein and except that as of the Closing, Purchaser, through its ownership of the Equity Interests of the Purchased Entities, shall be the indirect equity owner of all of the Transferred Entities; provided that, any Retained Liabilities held by any Transferred Entity shall be assumed by a Seller or one of its Affiliates (other than any Transferred Entity) immediately prior to Closing and shall constitute Retained Liabilities for all purposes of this Agreement.
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Related to Liabilities of the Transferred Entities

  • Respective Liabilities of the Company and the Master Servicer The Company and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by the Company and the Master Servicer herein. By way of illustration and not limitation, the Company is not liable for the servicing and administration of the Mortgage Loans, nor is it obligated by Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer or to appoint a designee to assume such obligations, nor is it liable for any other obligation hereunder that it may, but is not obligated to, assume unless it elects to assume such obligation in accordance herewith.

  • Liabilities of the Company The Company does not have any Obligations of a nature required by GAAP to be disclosed on a consolidated balance sheet of the Company, except: (i) as disclosed in the Financial Statements; or (ii) incurred in the Ordinary Course of Business since the date of the last Financial Statements filed by the Company with the SEC that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

  • Liabilities of Seller All liabilities of Seller related to the Business or the Assets that are not Assumed Liabilities will be promptly paid by Seller as they come due.

  • Liabilities of the Master Servicer The Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by it herein.

  • Liabilities of the Adviser A. In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Trust or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.

  • Organizational Expenses; Liabilities of the Holders (a) The Servicer shall pay organizational expenses of the Issuer as they may arise.

  • Liabilities of the Manager A. In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Manager, the Manager shall not be subject to liability to the Trust or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.

  • Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Xxxxxx shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Xxxxxx shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Xxxxxx and the Company to execute any and all such bills of sale, deeds, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Xxxxxx and to assign and/or transfer the Excluded Liabilities to Xxxxxx. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall have been or shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

  • Respective Liabilities of the Depositor and the Master Servicer The Depositor and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by them herein.

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