Agreement to Assume. Pursuant to Sections 8.01 and 8.02 of the Indenture, the Company hereby agrees to assume, from and after the Effective Time, all of the obligations of the Issuer under the Indenture and the Securities. The Issuer and the Company represent to the Trustee that immediately after giving effect to such assumption, no Default or Event of Default will exist.
Agreement to Assume. At the Closing, Buyer shall assume and agree to discharge and perform when due, the liabilities and obligations of Seller (and only those liabilities of Seller) with respect to the Business which are enumerated in Section 3.2 (the “Assumed Liabilities”). Seller shall remain liable for all liabilities and obligations that are not Assumed Liabilities.
Agreement to Assume. At the Closing (as herein defined), Purchaser shall assume and agree to discharge and perform when due, the liabilities and obligations of Seller with respect to the Division Business which are described in Section 2.2 (the "Assumed Liabilities"). All Assumed Liabilities referred to in Sections 2.2(a) and 2.2(b) shall be specifically listed on SCHEDULE 2.2(a)/(b) and shall not exceed $4,600,000. To the extent that the Schedules required by Section 2.2 require amendment due to changes in such liabilities and obligation in the Ordinary Course of Business as of the Closing the parties shall amend such Schedules to provide for such changes on the Closing Date, and such amendments shall be deemed to be a part of this Agreement and incorporated herein by reference. All liabilities and obligations of Seller enumerated in Section 2.3 are collectively referred to herein as "Excluded Liabilities." Seller shall remain liable for the Excluded Liabilities.
Agreement to Assume. The Company hereby agrees to fully and unconditionally assume all of the obligations of Old GEO under the Notes and the Indenture in the manner set forth in Article Five of the Indenture and by execution and delivery of this Supplemental Indenture hereby agrees to become a party to the Indenture as the Company thereunder and hereby assumes all obligations and rights of the Company thereunder as if the undersigned were initially named as the Company therein.
Agreement to Assume. Subject to the terms and conditions of this Agreement, at the Closing, Purchaser shall assume and agree to discharge and perform when due all Liabilities of each Seller to the extent incurred in the conduct of the Business or the ownership of any Purchased Assets by each Seller or their respective Affiliates, whether arising before or after the Closing (but excluding the Retained Liabilities, which shall be retained by Sellers) (collectively, the “Assumed Liabilities”), including without limitation the following Liabilities:
(a) all Liabilities as of the Closing of the type set forth on a balance sheet prepared in accordance with GAAP as modified by the Specified Accounting Policies;
(b) all Liabilities of any Seller or Transferred Entity arising under the Assumed Contracts;
(c) all Liabilities of any Seller arising under the Assumed Real Property Leases and of any Transferred Entity arising under any real property lease listed on the attached Schedule 1.3(c);
(d) all Liabilities for allowances, credits or adjustments to which customers of the Business may be entitled;
(e) all Liabilities relating to warranty of any Product or Product Liability Claims;
(f) all Liabilities relating to pending claims or litigation to the extent related to the conduct of the Business or the ownership of any Purchased Assets by each Seller or their respective Affiliates;
(g) all Liabilities relating to the Transferred US Employees and the Transferred Non-US Employees that are specifically assumed by Purchaser pursuant to Section 5.8 or as required by local law and the Acquired Rights Directive;
(h) all Liabilities relating to Taxes that are specifically assumed by, or allocated to, Purchaser pursuant to Section 5.15;
(i) all Liabilities related to the possession, occupation, operation, or maintenance of the real properties subject to the Assumed Real Property Leases, whether arising or accruing before, on or after the Closing Date, and whether such Liabilities relate to conditions that existed before, on, or after the Closing Date; and
(j) all Liabilities that relate to any Environmental Claim or Environmental Law arising out of any action, omission, condition or circumstance that occurs or exists, or fails to occur or exist whether before, on or after the Closing Date, irrespective of whether such claim is brought before, on or after the Closing Date, other than any Liability that relates to any Environmental Claim or Environmental Law with respect to the Shared Real Property...
Agreement to Assume. Purchaser agrees to assume and agrees to discharge and perform when due, the liabilities of the Selling Entities (and only those liabilities of the Selling Entities) which are enumerated in Section 2.2 (the "Assumed Liabilities"). All claims against and liabilities and obligations of the Selling Entities not specifically assumed by Purchaser pursuant to Section 2.2, including, without limitation, the liabilities enumerated in Section 2.3, are collectively referred to herein as the "Excluded Liabilities." Sellers jointly and severally agree to promptly pay and discharge when due all of the Excluded Liabilities.
Agreement to Assume. VOC hereby agrees to unconditionally assume the Escrow Issuer’s Obligations under the Notes and the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of the Issuer under the Indenture.
Agreement to Assume. Section 2.1 of the Agreement is amended by deleting the text therefrom in its entirety and substituting therefor the following:
Agreement to Assume. Notwithstanding anything contained in Section 2.3 to the contrary, Buyer shall assume, discharge and perform only the liabilities and obligations of Seller set forth on Schedule 2.5 attached hereto (the "Assumed Liabilities").
Agreement to Assume. At the Closing, Purchaser shall assume and agree to discharge and perform when due, and indemnify and defend Seller against loss or liability for, those liabilities of Seller (and only those liabilities of Seller) that are enumerated in Section 2.2 (the "Assumed Liabilities"). All claims against and liabilities and obligations of Seller not specifically assumed by Purchaser pursuant to Section 2.2, including, without limitation, the liabilities enumerated in Section 2.3, are collectively referred to herein as "Excluded Liabilities." Seller shall promptly pay and discharge when due, and indemnify and defend Purchaser against, all of the Excluded Liabilities.
