Assignment and Assumption of Assumed Liabilities. On the terms and subject to the conditions set forth in the Asset Purchase Agreement, the Purchaser hereby assumes, and agrees to timely pay, perform and discharge in accordance with their terms, the Assumed Liabilities.
Assignment and Assumption of Assumed Liabilities. 3.1. Seller hereby transfers and assigns to Buyer, all of the Assumed Liabilities. Such transfer and assignment is effective as of the date hereof.
3.2. The Buyer hereby absolutely and irrevocably accepts and assumes to be solely liable and responsible for and to perform, satisfy and discharge all rights, liabilities and obligations of the Seller arising under or pursuant to Assumed Liabilities. Such acceptance, assumption and covenant shall be effective as of the date hereof.
3.3. The Buyer hereby absolutely and irrevocably accepts and assumes to be solely liable and responsible for and to pay, perform, discharge and satisfy when due the Assumed Liabilities. Such acceptance, assumption and covenant shall be effective as of the date hereof.
Assignment and Assumption of Assumed Liabilities. The Seller hereby assigns, sells, transfers and sets over (collectively, the “Assignment”) to the Purchaser the Assumed Liabilities. The Purchaser hereby accepts the Assignment and assumes and agrees to observe and perform all of the duties, obligations, terms, provisions and covenants of, and to pay and discharge when due, all of the Assumed Liabilities. Notwithstanding the foregoing, the Purchaser does not assume, or agree to pay, perform or discharge, any Liabilities of the Seller (including, without limitation, the Excluded Liabilities) other than the Assumed Liabilities, and the parties hereto agree that all such Liabilities, other than the Assumed Liabilities, will remain the sole responsibility of the Seller.
Assignment and Assumption of Assumed Liabilities. (a) Seller hereby assigns to Buyer, its successors and assigns, and Buyer hereby assumes, in accordance with the terms and conditions of the Purchase Agreement, the Assumed Liabilities. Notwithstanding anything in this Agreement to the contrary, except as specifically set forth in the Purchase Agreement, Buyer shall not assume nor be deemed to have assumed any debt, claim, obligation or other liability of Seller or any Affiliate of Seller, whether known or unknown, accrued or unaccrued, fixed or contingent, natural or unnatural, whether arising out of occurrences, events or actions prior to, at or after the Closing Date.
(b) In the event that Seller and/or Buyer determines after execution of this Agreement that one or more contracts or agreements between Seller and any third party necessary to operate the Acquired Assets was not designated as an Assigned Contract or an Assigned Personal Property Lease (each an “Omitted Agreement”), and the parties consent in writing to the assignment and assumption of such Omitted Agreement, which consent shall not be unreasonably withheld, then, such Omitted Agreement shall be deemed assigned by Seller to Buyer as of 12:01 a.m. on the Closing Date.
(c) Seller hereby authorizes and directs all obligors under any Assigned Contracts and Assigned Personal Property Leases included in the Assumed Liabilities, to deliver any warrants, checks, drafts or payments to be issued or paid to Seller pursuant to the Assigned Contracts or the Assigned Personal Property Leases to Buyer (to the extent payable to Buyer as contemplated by the Purchase Agreement); and Seller further authorizes Buyer to receive such warrants, checks, drafts or payments from such obligors and to endorse Seller’s name on them and to collect all funds due or to become due under the Assigned Contracts and the Assigned Personal Property Leases.
(d) Any payment that may be received by Seller to which Buyer is entitled by reason of this Agreement or the Purchase Agreement shall be received by Seller as trustee for Buyer, and will be immediately delivered to Buyer without commingling with any other funds of Seller.
(e) Notice of the assignment under this Agreement may be given at the option of either party to all parties to the Assigned Contracts and the Assigned Personal Property Leases (other than Seller) or to such parties’ duly authorized agents.
(f) The assumption by Buyer of any Assumed Liabilities shall not enlarge the rights of any third party with respect to a...
Assignment and Assumption of Assumed Liabilities. Assignment and Assumption of Assumed Liabilities (“Agreement”), dated ________, 2008, is made by Diversified Product Inspections, LLC, a Tennessee limited liability (“Buyer”) in favor of Diversified Product Inspections, Inc., a Florida corporation (“Seller”). All capitalized terms used in this Agreement that are not defined herein shall have the respective meanings ascribed to them in the Settlement Agreement and Asset Purchase Agreement, dated as of September ___, 2008, (the “Asset Purchase Agreement”) by and among Buyer, Seller, Xxxx Xxx Xxxx, Xxx Xxxxxxx, and Xxxxxx Xxxxx (collectively, the “Management”) and Sofcon, Limited, a Belize corporation, EIG Venture Capital, Limited, a Belize corporation, and EIG Capital Investments, Limited, a Belize corporation (collectively, the “Plaintiffs”). Pursuant to the Asset Purchase Agreement, the undersigned agrees as follows:
Assignment and Assumption of Assumed Liabilities. The Sellers hereby assign, sell, transfer and set over (collectively, the “Assignment”) to the Purchaser the Assumed Liabilities. The Purchaser hereby accepts the Assignment and assumes and agrees to pay or perform and discharge when due only the Assumed Liabilities. Notwithstanding the foregoing, the Purchaser does not assume, or agree to pay or perform and discharge when due, any Liabilities of the Sellers (including, without limitation, the Excluded Liabilities) other than the Assumed Liabilities, and the parties hereto agree that all such Liabilities, other than the Assumed Liabilities, will remain the sole responsibility of the Sellers.
Assignment and Assumption of Assumed Liabilities. Pursuant to the requirements of the Purchase Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, as of the Closing, the Assignor hereby assigns to Assignee, and Assignee irrevocably and unconditionally assumes and becomes responsible for, all of the Assumed Liabilities.
Assignment and Assumption of Assumed Liabilities. The Seller Entities hereby delegate to Buyer, and Buyer hereby assumes and agrees to discharge and perform, all of the Assumed Liabilities. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, each of the Seller Entities and its Affiliates retain, do not transfer, and will pay, perform, and discharge, as and when due, and Buyer does not assume or agree to pay, perform, or discharge, any of the Excluded Liabilities.
Assignment and Assumption of Assumed Liabilities. For and in consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted:
Assignment and Assumption of Assumed Liabilities. ([●]) This Assignment and Assumption of Assumed Liabilities (“Assignment”), dated to be effective as of [●][●], 2015 (the “Effective Date”), is from [●], a [●] (“Assignor”), with an address of [●],[●],[●], to [●], a [●] (“Assignee”), with an address of [●],[●],[●].
