Common use of Assumed Liabilities Clause in Contracts

Assumed Liabilities. On the Closing Date, Purchaser shall assume and agree to undertake to pay, perform and discharge as and when due, and shall indemnify Seller for and hold Seller harmless from and against each of the following obligations, responsibilities, liabilities and debts (collectively, the "Assumed Liabilities"):

Assumed Liabilities. On Upon the terms and subject to conditions set forth herein, Buyer shall assume, as of the Closing Date, Purchaser shall assume and agree to undertake agrees to pay, perform and discharge discharge, as and when due, and shall indemnify Seller for and hold Seller harmless from and against each of the following liabilities, responsibilities and obligations, responsibilities, liabilities and debts (collectively, the "Assumed Liabilities")::

Assumed Liabilities. On the Closing Date, Purchaser Buyer shall assume and agree to undertake to pay, perform and discharge as and when dueotherwise discharge, and shall indemnify without recourse to Seller for and hold Seller harmless from and against each or its Affiliates, all of the following obligationsLiabilities of Seller and its Affiliates, responsibilitiessuccessors, liabilities and debts assigns or Representatives which relate, directly or indirectly, to the Purchased Assets, other than Excluded Liabilities (collectively, the "Assumed Liabilities"):), including the following such Liabilities:

Assumed Liabilities. On At the Closing DateClosing, Purchaser shall assume and agree to undertake to shall timely pay, perform perform, fulfill and discharge as and when due, and shall indemnify Seller for and hold Seller harmless from and against each all of the following obligations, responsibilities, Seller's liabilities and debts obligations due after the Closing Date on those Contracts and Liabilities set forth on SCHEDULE 3.2 (collectively, the "Assumed Liabilities"):).

Assumed Liabilities. On Subsequent to the Closing DateClosing, Purchaser shall assume and agree to undertake agrees to pay, perform and discharge the Assumed Liabilities as and when they become due, and shall indemnify Seller for and hold Seller harmless from and against each of the following obligationsincluding, responsibilities, liabilities and debts (collectivelywithout limitation, the "discharge and performance when due of each and every obligation of Sellers to be satisfied or performed on or after the Closing Date, under the Assumed Liabilities"):Contracts and Assumed Executory Contracts.

Assumed Liabilities. On the Closing Date, Purchaser shall agrees to assume and agree to undertake to pay, perform perform, comply with and discharge or otherwise satisfy, as and when due, and shall indemnify Seller for and hold Seller harmless from and against each of the following obligations, responsibilities, liabilities and debts obligations of Seller (collectively, the "Assumed Liabilities"):

Assumed Liabilities. On Buyer shall, as of the Closing Date, Purchaser shall assume expressly assume, and agree to undertake to pay, perform and discharge or otherwise discharge, as and when duethe same shall become due in accordance with their respective terms, and shall indemnify Seller for and hold Seller harmless from and against each of the following obligationsliabilities, responsibilities, liabilities obligations and debts commitments of Seller existing on or arising after the Closing Date (collectively, the "Assumed Liabilities"):

Assumed Liabilities. On Effective as of the Closing Date, Purchaser Buyer shall assume and agree to undertake to pay, to perform and to discharge as and when due, and shall indemnify Seller for and hold Seller harmless from and against each of due the following obligations, responsibilities, liabilities and debts Liabilities (collectively, the "Assumed Liabilities"AAssumed Liabilities@):

Assumed Liabilities. On the Closing Date, the Purchaser shall assume and agree to undertake to pay, perform and discharge as and when dueassume, and shall indemnify Seller for thereafter timely pay and hold Seller harmless from perform, the following obligations and against each liabilities of the following obligations, responsibilities, liabilities and debts Seller existing as of the Effective Time (collectively, the "Assumed Liabilities"):

Assumed Liabilities. On the Closing Date, Purchaser shall assume and agree to undertake to pay, perform or otherwise discharge, in accordance with their respective terms and discharge as and when duesubject to the respective conditions thereof, and shall indemnify Seller for and hold Seller harmless from and against each of the following obligations, responsibilities, liabilities and debts Liabilities (collectively, the "“Assumed Liabilities"”):

Assumed Liabilities. On and from the Closing Date, Purchaser Buyer shall assume and agree to undertake to pay, perform and discharge as and when due, and shall indemnify keep the Seller for and hold Seller harmless from and indemnified against each of the following obligations, responsibilities, obligations and liabilities and debts (collectively, of Seller relating to the "Assumed Liabilities"):Business:

Assumed Liabilities. On Commencing from and after the Closing Date, Purchaser shall assume and agree to undertake to pay, perform and discharge as and discharge, promptly when due, and shall indemnify Seller for and hold Seller harmless from and against each of due the following obligations, responsibilitiesduties, liabilities and debts obligations (collectively, the "“Assumed Liabilities"”):

Assumed Liabilities. On the Closing Date, Purchaser shall assume and agree to undertake to pay, perform and discharge as and when due, and shall indemnify Seller Sellers and CASH for and hold Seller Sellers and CASH harmless from and against each of the following obligations, responsibilities, liabilities and debts of Sellers and CASH (collectively, the "Assumed Liabilities"):

Assumed Liabilities. On From and after the Closing Date, Purchaser shall will assume and agree to undertake to pay, defend, discharge and perform and discharge as and when due, and shall indemnify due only the obligations of Seller for and hold Seller harmless from and against each of that arise on or after the following obligations, responsibilities, liabilities and debts Closing Date under the Contracts (collectively, collectively the "“Assumed Liabilities"):”).

Assumed Liabilities. On Purchaser is, on and as of the Closing Date, Purchaser shall assume ------------------- expressly assuming and agree to undertake agreeing to pay, perform and or otherwise discharge as and when duethe same shall become due in accordance with their respective terms, and shall indemnify Seller for and hold Seller harmless from and against each all of the following obligationsliabilities, responsibilities, liabilities obligations and debts commitments of Seller existing or arising on or after the Closing Date (collectively, the "Assumed Liabilities"):): -------------------

Assumed Liabilities. On the Closing Date, the Purchaser shall assume and agree to undertake to become responsible for, and shall thereafter pay, perform and discharge as and when due, and shall indemnify Seller for and hold Seller harmless from and against each due only those liabilities of the following obligations, responsibilities, liabilities and debts Seller forth below (collectively, the "“Assumed Liabilities"”):

Assumed Liabilities. On the Closing Date, Purchaser shall assume and agree to undertake to pay, perform and discharge, and shall pay, perform and discharge as and when they become due, and shall indemnify Seller for and hold Seller harmless from and against each of the following obligations, responsibilities, liabilities and debts Liabilities of Sellers (collectively, the "Assumed Liabilities"):

Assumed Liabilities. On the Closing Date, Purchaser shall assume and agree to undertake to pay, perform and discharge as and when due, and shall indemnify Seller for and hold Seller harmless from and against each of the following obligationsobligations and liabilities of Seller with respect to the Acquired Assets, responsibilities, liabilities in accordance with their respective terms and debts (collectively, subject to the "Assumed Liabilities"):respective conditions thereof:

Assumed Liabilities. On Upon the terms and subject to the conditions contained herein, on the Closing Date, Purchaser shall assume and agree to undertake agrees to pay, perform and perform, discharge as and when dueor otherwise satisfy in accordance with their respective terms, and shall indemnify Seller for and hold Seller harmless from and against each all of the following obligations, responsibilities, liabilities and debts (collectively, the "Assumed Liabilities"):.

Assumed Liabilities. On the Closing Date, the Purchaser shall assume and agree to undertake to pay, perform and discharge as and when dueassume, and shall indemnify Seller for thereafter timely pay and hold Seller harmless from perform, the following obligations and against each liabilities of the following obligations, responsibilities, liabilities and debts Sellers existing as of the Effective Time (collectively, the "Assumed Liabilities"):

Assumed Liabilities. On Subject to the terms and conditions set forth herein, the Purchaser agrees that, on the Closing Date, the Purchaser shall assume and agree to undertake to thereafter pay, perform or discharge when due or required to be performed, as the case may be, all ordinary course obligations and discharge as and when due, and shall indemnify Seller for and hold Seller harmless from and against each Liabilities of the following obligations, responsibilities, liabilities and debts Sellers relating to the Business to the extent existing on the Closing Date (collectively, the "Assumed Liabilities"):) including, without limitation:

Assumed Liabilities. On At the Closing, upon the terms and ------------------- subject to the conditions contained herein, Purchaser shall assume, effective as of the Closing Date, Purchaser shall assume and agree to undertake agrees to pay, perform and discharge as in accordance with their terms, only the following obligations and when dueliabilities of Seller to the extent that they accrue on or after, and shall indemnify Seller for and hold Seller harmless from and against each of relate to periods commencing after, the following obligations, responsibilities, liabilities and debts Closing Date (collectively, the "Assumed Liabilities"):

Assumed Liabilities. On the Closing Date, Purchaser Buyer shall assume and agree to undertake to pay, perform and otherwise discharge as and when due, and shall indemnify Seller for and hold Seller harmless from and against each due all of the following obligationsLiabilities of Seller arising or accruing on or after the Closing Date unless otherwise specified, responsibilities, liabilities and debts (collectively, the "Assumed Liabilities"):

Assumed Liabilities. On Purchaser shall, as of the Closing Date, Purchaser shall assume assume, and agree to undertake to pay, perform and discharge or otherwise discharge, as and when duethe same shall become due in accordance with their respective terms, and shall indemnify Seller for and hold Seller harmless from and against each of the following obligationsliabilities, responsibilities, liabilities obligations and debts commitments of Seller with respect to the Business (collectively, the "“Assumed Liabilities"”):

Assumed Liabilities. On the Closing Date, Purchaser shall assume and agree agrees to undertake to assume, pay, perform and discharge or otherwise satisfy, as and when dueapplicable, and shall indemnify all executory obligations of Seller for and hold Seller harmless arising from and against each of after the following obligations, responsibilities, liabilities and debts Closing Date under the Assigned Contracts that are specifically listed on Schedule 1.2 (collectively, the "“Assumed Liabilities"):”).

Assumed Liabilities. On the Closing Date, Purchaser the Buyer shall assume and agree to undertake to pay, perform and discharge as when due the following liabilities and when due, and shall indemnify Seller for and hold Seller harmless from and against each obligations of the following obligations, responsibilities, liabilities and debts Sellers (collectively, the "Assumed Liabilities"):), in accordance with the respective terms and subject to the respective conditions thereof:

Assumed Liabilities. On the Closing Date, Purchaser shall Purchasers shall, as applicable, assume and agree to undertake to pay, perform and discharge as and when due, and shall indemnify Seller for and hold Seller harmless from and against each of due the following obligations, responsibilities, liabilities Liabilities and debts obligations of Sellers arising out of or related to the Assets (collectively, the "“Assumed Liabilities"”):

Assumed Liabilities. On the Closing Date, Purchaser Buyer shall assume and agree to undertake to pay, perform and otherwise discharge as and when due, and shall indemnify Seller for and hold Seller harmless from and against each due all of the following obligations, responsibilities, liabilities and debts Liabilities of Seller arising or accruing on or after the Closing Date unless otherwise specified (collectively, the "Assumed Liabilities"):

Assumed Liabilities. On Effective as of the Closing Date, Purchaser shall will assume and agree to undertake to pay, honor, perform and discharge as when due and when duepayable, and shall and, subject to the limitations on Seller’s right to be indemnified by Purchaser pursuant to Article VIII, indemnify Seller for and its Affiliates and hold Seller them harmless from and against each of the following obligations, responsibilities, liabilities and debts (collectivelyfrom, the "Assumed Liabilities"):.

Assumed Liabilities. On ‌ Subject to Closing, the Closing Date, Purchaser shall assume and agree agrees to undertake to paydischarge, perform and discharge fulfil the following obligations and liabilities of the Vendor with respect to the Purchased Business and the Purchased Assets as and when due, and shall indemnify Seller for and hold Seller harmless from and against each of the following obligations, responsibilities, liabilities and debts Effective Time (collectively, the "“Assumed Liabilities"”):

Assumed Liabilities. On the Closing Date, Purchaser shall assume and agree Buyer agrees to undertake to assume, pay, perform and discharge or otherwise satisfy, as and when dueapplicable, and shall indemnify all executory obligations of Seller for and hold Seller harmless arising from and against each after the Closing Date under the Assigned Contracts, except for any obligations for or in respect of non-performance or breach by Seller of any Assigned Contract (the following obligations, responsibilities, liabilities and debts (collectively, the "“Assumed Liabilities"):”).

Assumed Liabilities. On the Closing Date, Purchaser Buyer shall assume and agree to undertake to pay, perform and discharge as all obligations and when due, and shall indemnify Seller for and hold Seller harmless from and against each liabilities of the Company (and, where specifically indicated below, the Affiliates of the Company) of every kind or nature in accordance with their respective terms, in each case, except for the Excluded Liabilities, including the following obligations, responsibilities, liabilities and debts (collectively, the "“Assumed Liabilities"”):

Assumed Liabilities. On the Closing Date, Purchaser Buyer shall assume and agree to undertake to pay, perform and discharge or perform, as and when dueappropriate, and shall indemnify Seller for and hold Seller harmless from and against each of the following obligations, responsibilities, liabilities and debts obligations of Seller (collectively, the "Assumed LiabilitiesASSUMED LIABILITIES"):

Assumed Liabilities. On the Closing Date, the Purchaser shall assume and agree to undertake to pay, perform and discharge as and when due, and shall indemnify Seller for and hold Seller harmless from and against each of the following obligations, responsibilities, obligations and liabilities of Seller in accordance with their respective terms and debts subject to the respective conditions thereof (collectively, herein referred to as the "Assumed Liabilities"):

Assumed Liabilities. On the Closing Date, Purchaser Buyer shall assume assume, satisfy and shall agree to undertake to pay, perform or discharge all Liabilities of Seller and discharge as and when dueits Affiliates related to, and shall indemnify Seller for and hold Seller harmless from and against each of the following obligations, responsibilities, liabilities and debts (collectivelyand/or arising from, the "Acquired Assets (the “Assumed Liabilities"):”), including:

Assumed Liabilities. On the Closing Date, Purchaser shall agrees to assume and agree to undertake to pay, perform perform, comply with and discharge or otherwise satisfy, as and when due, and shall indemnify Seller for and hold Seller harmless from and against each of the following obligations, responsibilities, liabilities and debts obligations of Seller (collectively, the "“Assumed Liabilities"”):

Assumed Liabilities. On the Closing Date, Purchaser shall assume assume, become responsible for and agree to undertake to pay, perform and discharge as and when they become due, and shall indemnify Seller for and hold Seller harmless from and against each of after the Closing, only the following obligationsLiabilities of Sellers and their Affiliates, responsibilitiesas applicable, liabilities and debts other than the Excluded Liabilities (collectively, the "“Assumed Liabilities"”):

Assumed Liabilities. On the Closing Date, the Purchaser shall assume and agree to undertake to pay, perform and discharge as and when due, and shall indemnify Seller for and hold Seller harmless from and against each of the following obligations, responsibilities, obligations and liabilities of Seller in accordance with their respective terms and debts subject to the respective conditions thereof (collectively, herein referred to as the "“Assumed Liabilities"”):

Assumed Liabilities. On Upon and subject to the terms and conditions provided herein, on the Closing Date, Purchaser the Buyer shall assume and agree to undertake to pay, perform and discharge as and when due, and shall indemnify Seller for and hold Seller harmless from and against each of due the following obligations, responsibilities, liabilities and debts (collectively, the "Assumed Liabilities"):.

Assumed Liabilities. On the Closing Date, Purchaser shall assume and agree to undertake to pay, perform pay and discharge as the Assumed Liabilities described below and when due, deliver to Seller the Instrument of Assumption pursuant to which Purchaser shall assume and shall indemnify Seller for agree to pay and hold Seller harmless from discharge the Assumed Liabilities in accordance with their respective terms and against each of subject to the following obligations, responsibilities, liabilities and debts (collectively, the "Assumed Liabilities"):respective conditions thereof.

Assumed Liabilities. On As of the Closing Date, Purchaser shall Buyer will assume and agree to undertake to paydischarge all liabilities, perform duties, responsibilities and discharge as and when due, and shall indemnify other obligations of the Seller for and hold Seller harmless arising from and against each after the consummation of the following obligations, responsibilities, liabilities and debts Closing under the Assigned Contracts (collectively, collectively the "“Assumed Liabilities"):”) including;

Assumed Liabilities. On the Closing Date, Purchaser shall assume ------------------- and agree to undertake to pay, perform and discharge as and when due, and shall indemnify Seller for and hold Seller harmless from and against each all obligations, responsibilities and liabilities incurred in connection with the performance by Purchaser of the following obligations, responsibilities, liabilities Corporation Agreements from and debts after the Closing Date (collectively, the "Assumed Liabilities"):).

Assumed Liabilities. On the terms and subject to the conditions contained herein, on the Closing Date, Purchaser Buyer shall assume and agree to undertake to pay, perform and discharge when and as due the following liabilities and when dueobligations, as the same may exist at or accrue following the Closing Date, and shall indemnify Seller for and hold Seller harmless from and against each of the following obligations, responsibilities, liabilities and debts no others (collectively, the "Assumed Liabilities"):

Assumed Liabilities. On the Closing Date, Purchaser shall assume and agree agrees to undertake to assume, pay, perform and discharge or otherwise satisfy, as applicable, all executory obligations of Seller arising from and when dueafter the Closing Date under the Assigned Contracts, except for any obligations in respect of non-performance or breach by Seller of any Assigned Contract, any Excluded Liabilities in Section 1.3, and shall indemnify Seller for and hold Seller harmless from and against each of any items that are to be resolved prior to closing, as listed in Section 3.4 Condition to Closing (the following obligations, responsibilities, liabilities and debts (collectively, the "“Assumed Liabilities"):”).

Assumed Liabilities. On the Closing Date, Purchaser shall assume and agree to undertake to pay, perform and discharge as and when due, only those obligations and shall indemnify liabilities of Seller for and hold Seller harmless from and against each of the following obligations, responsibilities, liabilities and debts set forth on Schedule 1.03 (collectively, the "Assumed Liabilities"):).

Assumed Liabilities. On As of the Closing DateDate (as defined below), Purchaser Buyer shall assume undertake, assume, and agree to undertake to perform, and otherwise pay, perform satisfy and discharge as and when due, and shall indemnify Seller for and hold Seller harmless from and against each of the following obligationsClosing the liability upon only those contracts or agreements, responsibilitiesif any, liabilities designated by Buyer and debts listed in Schedule 1.2(a) (collectively, the "“Assumed Liabilities"):”).

Assumed Liabilities. On the terms and subject to the conditions contained herein, on the Closing Date, Purchaser Buyer shall assume and agree to undertake to pay, perform and discharge discharge, when and as and when due, all liabilities and shall indemnify Seller for and hold Seller harmless from and against each obligations of the Seller, as the same may exist at or accrue following obligationsthe Closing Date as they relate to the Business, responsibilitiesincluding, liabilities and debts (collectivelywithout limitations, all employment agreements, the "Assumed Liabilities"):EEOC claims and leases.

Assumed Liabilities. On Effective as of the Closing Date, Purchaser Buyer shall assume assume, and agree to undertake hereby agrees to pay, perform discharge, perform, satisfy and discharge as and fulfill when due, and shall indemnify Seller for to defend, indemnify, and save and hold harmless Seller harmless from and against each of the following obligations, responsibilities, liabilities and debts (collectively, the "Losses with respect to Assumed Liabilities"):Liabilities including without limitation:

Assumed Liabilities. On As of the Closing Date, Purchaser Buyer shall assume and agree to undertake agrees to pay, perform and discharge as and when duedischarge, and shall indemnify perform as appropriate, only those obligations of Seller for relating to the Assets accruing or arising with respect to periods on or after the Closing Date and hold Seller harmless from and against each of the following obligations, responsibilities, liabilities and debts no others (collectively, the "Assumed Liabilities"):).

Assumed Liabilities. On the Closing Date, Purchaser shall assume assume, become responsible for and agree to undertake to pay, perform and discharge as and when they become due, and shall indemnify Seller for and hold Seller harmless from and against each of after the Closing, only the following obligationsLiabilities of Sellers and their Affiliates, responsibilitiesas applicable, liabilities and debts other than the Excluded Liabilities (collectively, the "Assumed Liabilities"):

Assumed Liabilities. On the Closing Date, Purchaser Buyer shall assume and agree to undertake to pay, perform discharge fully and discharge as timely the following obligations and when due, and shall indemnify liabilities of Seller for and hold Seller harmless respecting the Transferred Assets accruing or incurred from and against each of after the following obligationsEffective Time, responsibilities, liabilities in accordance with their respective terms and debts (collectively, subject to the "Assumed Liabilities"):respective conditions thereof:

Assumed Liabilities. On the Closing Date, Purchaser but as of the Effective Date, Buyer shall assume and agree to undertake to pay, perform and discharge as and when due, and shall indemnify Seller for and hold Seller harmless from and against each of the following obligations, responsibilities, obligations and liabilities of Sellers with respect to the Purchased Assets in accordance with their respective terms and debts (collectively, subject to the "Assumed Liabilities"):respective conditions thereof:

Assumed Liabilities. On the Closing Date, Purchaser shall assume and agree to undertake to paydischarge or perform all liabilities, perform obligations and discharge as and when due, and shall indemnify Seller for and hold Seller harmless from and against each commitments of the following obligationsSeller arising under the Assumed Contracts to the extent arising, responsibilities, liabilities and debts or resulting from events or conditions occurring after the Closing Date (collectively, the "Assumed Liabilities"):).

Assumed Liabilities. On From and after the Closing Date, Purchaser shall agrees to assume and agree to undertake to fully pay, discharge, satisfy and perform and discharge as and when due, all Liabilities with respect to the Contracts, and shall indemnify Seller for and hold Seller harmless from and against each work in progress, or arise out of the Transferred Assets following obligations, responsibilities, liabilities and debts the Closing (collectively, the "“Assumed Liabilities"):”), other than Excluded Liabilities, including the following:

Assumed Liabilities. On the Closing DateDate and as of the Closing, Purchaser shall assume Buyer assumes and agree to undertake agrees to pay, perform and discharge as and when due, and shall indemnify Seller for and hold Seller harmless from and against each of the following obligations, responsibilitiesdebts, liabilities and debts obligations related to the Brands, arising out of or pertaining to the following (collectively, the "Assumed Liabilities"):

Assumed Liabilities. On and from the Closing Date, Purchaser Buyer -------------------- shall assume and agree to undertake to pay, perform and discharge as and when due, and shall indemnify keep Seller for and hold Seller harmless from and indemnified against each of the following obligations, responsibilities, obligations and liabilities and debts (collectively, of Seller relating to the "Assumed Liabilities"):Business: