Common use of Assumed Liabilities Clause in Contracts

Assumed Liabilities. On the basis of the representations, warranties, covenants and agreements and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing, the Buyer shall assume and agree to pay, perform and discharge when due the Assumed Liabilities.

Appears in 7 contracts

Samples: Asset Purchase Agreement (Enphase Energy, Inc.), Asset Purchase Agreement, Purchase and Sale Agreement (Belden Inc.)

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Assumed Liabilities. On Subject to the terms, provisions and conditions contained in this Agreement, and on the basis of the representations, warranties, covenants representations and agreements and subject to the satisfaction or waiver of the conditions warranties herein set forth in this Agreementon the Closing Date, at the Closing, the Buyer shall assume and agree agrees to pay, discharge and perform and discharge when due the following to the extent related to the Assets received by Buyer (the "Assumed Liabilities."):

Appears in 5 contracts

Samples: Asset Purchase Agreement (Enstar Income Program Iv-2 Lp), Asset Purchase Agreement (Enstar Income Program Ii-1 Lp), Asset Purchase Agreement (Enstar Income Program Iv-2 Lp)

Assumed Liabilities. On Upon the basis of the representations, warranties, covenants and agreements terms and subject to the satisfaction or waiver conditions of the conditions set forth in this Agreement, at the Closing, the Buyer shall assume assume, and agree to shall pay, perform perform, satisfy and discharge (or cause to be paid, performed, satisfied and discharged on behalf of Buyer) when due due, the following Liabilities of Seller related to the Purchased Assets (collectively, the “Assumed Liabilities.”):

Appears in 5 contracts

Samples: Purchase Agreement (Braeburn Pharmaceuticals, Inc.), Purchase Agreement (Braeburn Pharmaceuticals, Inc.), Option Agreement (QLT Inc/Bc)

Assumed Liabilities. On Upon the basis of the representations, warranties, covenants and agreements terms and subject to the satisfaction or waiver conditions of the conditions set forth in this Agreement, at the Closing, the Buyer shall assume and agree to pay, perform and discharge discharge, when due (in accordance with their respective terms and subject to the respective conditions thereof), the following Liabilities (collectively, the “Assumed Liabilities.”):

Appears in 4 contracts

Samples: Asset Purchase Agreement (Bed Bath & Beyond Inc), Asset Purchase Agreement (Bed Bath & Beyond Inc), Asset Purchase Agreement (OVERSTOCK.COM, Inc)

Assumed Liabilities. On the basis of the representations, warranties, covenants and agreements terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at effective as of the Closing, the Buyer shall will assume and agree become responsible for the Assumed Liabilities. Buyer agrees to pay, perform perform, honor, and discharge when due discharge, or cause to be paid, performed, honored and discharged, all Assumed Liabilities in a timely manner in accordance with the Assumed Liabilitiesterms thereof.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Christopher & Banks Corp), Asset Purchase Agreement (RTW Retailwinds, Inc.), Asset Purchase Agreement (RTW Retailwinds, Inc.)

Assumed Liabilities. On Upon the basis of the representations, warranties, covenants and agreements terms and subject to the satisfaction or waiver conditions of the conditions set forth in this Agreement, at the Closing, the Buyer Seller shall assign and Purchaser shall assume and agree to pay, perform pay and discharge when due the Assumed Liabilities.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Pernix Therapeutics Holdings, Inc.), Asset Purchase Agreement (Zogenix, Inc.), Asset Purchase Agreement (Pernix Therapeutics Holdings, Inc.)

Assumed Liabilities. On the basis of the representations, warranties, covenants and agreements and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing, the Buyer shall assume and agree to pay, perform and discharge when due only the liabilities of Sellers relating to the Business that are specifically set forth on Schedule 1.1 (c) (the “Assumed Liabilities”).

Appears in 3 contracts

Samples: Asset Purchase Agreement (AuraSound, Inc.), Asset Purchase Agreement (AuraSound, Inc.), Asset Purchase Agreement (AuraSound, Inc.)

Assumed Liabilities. On the basis of the representations, warranties, covenants and agreements agreements, and subject to the satisfaction or waiver of the conditions conditions, set forth in this Agreement, at the Closing, the Buyer shall assume and agree to pay, perform and discharge when due the Assumed Liabilities.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Idexx Laboratories Inc /De)

Assumed Liabilities. On the basis of the representations, warranties, covenants and agreements terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing, the Buyer shall (or shall cause Buyer Designee to) assume and agree to be responsible for, effective as of the Closing, and thereafter pay, honor, perform and discharge as and when due due, all of the Assumed Liabilities.. “Assumed Liabilities” means the liabilities and obligations of Sellers set forth as follows:

Appears in 2 contracts

Samples: Asset Purchase Agreement (AgileThought, Inc.), Asset Purchase Agreement (AgileThought, Inc.)

Assumed Liabilities. On the basis of the representations, warranties, covenants and agreements terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing, the Buyer shall (or shall cause its designated Affiliate or Affiliates to) assume and agree to be responsible for, effective as of the Closing, and thereafter pay, honor, perform and discharge as and when due due, all Liabilities of Seller under the Acquired Agreements accruing from and after the Closing (collectively, the “Assumed Liabilities”).

Appears in 2 contracts

Samples: Asset Purchase Agreement (BioRestorative Therapies, Inc.), Stalking Horse Asset Purchase Agreement (BioRestorative Therapies, Inc.)

Assumed Liabilities. On the basis of the representations, warranties, covenants and agreements terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing, the Buyer shall assume and agree to pay, perform and discharge when due the Assumed Liabilities.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Envestnet, Inc.)

Assumed Liabilities. On Upon the basis of the representations, warranties, covenants and agreements terms and subject to the satisfaction or waiver conditions of the conditions set forth in this Agreement, at the Closing, the Buyer shall accept, assume and agree to pay, perform or otherwise discharge, in accordance with the respective terms and discharge when due subject to the respective conditions thereof, the Assumed Liabilities.. For purposes of this Agreement, the term “

Appears in 1 contract

Samples: Asset Purchase Agreement (Supportsoft Inc)

Assumed Liabilities. On the basis of the representations, warranties, covenants and agreements and subject to the satisfaction or waiver terms and conditions of the conditions set forth in this Agreement, at the Closing, the Closing (as defined herein) Buyer shall assume and agree to pay, perform perform, discharge and discharge satisfy when due in accordance with their terms the Assumed Liabilities.following liabilities:

Appears in 1 contract

Samples: Asset Purchase Agreement (Loudeye Corp)

Assumed Liabilities. On the basis of the representations, warranties, covenants and agreements and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in addition to the liabilities and obligations assumed by the Buyers in connection with the acquisition of the Stock, at the Closing, the Buyer Aprimo shall assume and agree to pay, perform and discharge when due the following liabilities and obligations of the Sellers (the “Assumed Liabilities.”):

Appears in 1 contract

Samples: Purchase and Sale Agreement (Doubleclick Inc)

Assumed Liabilities. On the basis of the representations, warranties, covenants and agreements and subject Subject to the satisfaction or waiver of the terms and conditions set forth in this Agreement, and in reliance upon the covenants, agreements, representations and warranties of the Sellers contained herein, at the Closing, but effective as of the Effective Time, Buyer is assuming and becoming responsible for, and shall assume and agree to thereafter pay, perform and discharge when due discharge, the Assumed Liabilities.

Appears in 1 contract

Samples: Asset Purchase Agreement (Willbros Group, Inc.\NEW\)

Assumed Liabilities. On Upon the basis of the representations, warranties, covenants and agreements terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing, the Buyer shall assume and shall agree to pay, perform and discharge, effective as of the Closing, and from and after the Closing, Buyer shall pay, perform and discharge when due due, only those Liabilities specifically set forth on Exhibit B-3 (the Assumed Liabilities”).

Appears in 1 contract

Samples: Asset Purchase Agreement (Sprott Inc.)

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Assumed Liabilities. On the basis of the representations, warranties, covenants and agreements and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing, the Buyer shall shall, or cause a Buyer Designee to, assume and agree to pay, perform and discharge when due the Assumed Liabilities.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Analog Devices Inc)

Assumed Liabilities. On the basis of the representations, warranties, covenants and agreements and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing, the Buyer shall assume and agree to pay, perform and discharge when due the following Business liabilities and obligations of the Seller (the "Assumed Liabilities."):

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Kellwood Co)

Assumed Liabilities. On the basis of the representations, warranties, covenants and agreements terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing, the Buyer Purchaser shall (or shall cause its designated Affiliate or Affiliates to) assume and agree to be responsible for, effective as of the Closing, and thereafter pay, honor, perform and discharge as and when due due, all of the Assumed Liabilities.. "Assumed Liabilities" means the liabilities and obligations of the Sellers set forth as follows:

Appears in 1 contract

Samples: Asset Purchase Agreement (Foamex International Inc.)

Assumed Liabilities. On Subject to the basis of terms and conditions set forth in this Agreement and in reliance upon the representations, warranties, covenants and agreements and subject to conditions herein contained, on the satisfaction or waiver of the conditions set forth in this AgreementClosing Date, at the Closing, the Buyer Acquirer shall assume and agree to pay, perform and or otherwise discharge when due due, without recourse to the Sellers or their respective Affiliates, the following Liabilities, and only the following Liabilities, of the Sellers (collectively the “Assumed Liabilities.”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Take Two Interactive Software Inc)

Assumed Liabilities. On the basis of the representations, warranties, covenants and agreements and subject Subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing, the Buyer shall assume and agree to pay, perform and discharge when due be responsible for the Assumed Liabilities.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Nitromed Inc)

Assumed Liabilities. On the basis of the representations, warranties, covenants and agreements and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing, the Buyer shall assume and agree to pay, perform and discharge when due solely the following liabilities and obligations of the Seller (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) (the “Assumed Liabilities.”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Indevus Pharmaceuticals Inc)

Assumed Liabilities. On Upon the basis of the representations, warranties, covenants and agreements terms and subject to the satisfaction or waiver conditions of the conditions set forth in this Agreement, at the Closing, the Buyer shall accept, assume and agree to pay, perform or otherwise discharge, in accordance with the respective terms and discharge when due subject to the respective conditions thereof, the Liabilities of Sellers pursuant to or under the Assumed Liabilities.. For purposes of this Agreement, the term “

Appears in 1 contract

Samples: Asset Purchase Agreement (Applied Micro Circuits Corp)

Assumed Liabilities. On Upon the basis of the representations, warranties, covenants and agreements terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing, the Buyer shall assume and agree to pay, perform and discharge when due the Assumed Liabilities.

Appears in 1 contract

Samples: Asset Purchase Agreement (Higher One Holdings, Inc.)

Assumed Liabilities. On the basis of the representations, warranties, covenants and agreements and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing, the Buyer shall assume and agree to pay, perform and discharge when due the following liabilities of the Sellers relating to the Business (the “Assumed Liabilities.”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Imation Corp)

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