Assignment and Assumption of Certain Liabilities Sample Clauses

Assignment and Assumption of Certain Liabilities. (a) As of the date hereof and with effect immediately prior to the Effective Time, Parent hereby transfers, contributes, assigns, and conveys to Subsidiary the Assumed Liabilities, including the Settled Liabilities, as set forth in Schedule 2.2(a). Subsidiary hereby accepts and assumes liability and responsibility for the Assumed Liabilities, including the Settled Liabilities. It is anticipated that the Settled Liabilities will be compromised or settled by Subsidiary (for itself or on behalf of Parent) pursuant to settlement and waiver agreements entered into with creditors of Parent or Subsidiary, also effective at the Effective Time. (b) Except as otherwise specifically set forth in this Agreement or any Ancillary Agreement, Subsidiary shall not accept, assume or be responsible for any Parent Liabilities incurred by Parent prior to or after the Distribution Date.
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Assignment and Assumption of Certain Liabilities. 2.2.1 Subject to the terms and conditions set forth in this Agreement, at the Closing, the Asset Buyer(s) shall assume from the Debtors and thereafter be responsible for the payment and/or performance of, in accordance with their terms, only the following liabilities and obligations of the Debtors (collectively, the "Assumed Obligations"): (i) obligations under the Assumed Contracts first arising after the Closing, (ii) the "Pay to Stay Bonus" and "Performance Bonus" payments under the Debtors' Key Employee Retention Program in an amount not to exceed $1,200,000, (iii) obligations associated with the Assumed Plans, (iv) obligations with respect to any unused vacation or sick leave earned and accrued (to the extent not paid) by the Rehired Employees as of the Closing Date; (v) obligations with respect to Rehired Employees' wages and salary earned and accrued (to the extent not paid) as of the Closing Date and (vi) the Liabilities set forth on Schedule 2.2.1(vi) attached hereto; provided, that this Section 2.2.1 shall not limit any claims or defenses the Buyer or any Asset Buyer may have in respect of the Assumed Obligations against any Person other than the Debtors. The Debtors hereby acknowledge and agree that neither the Buyer nor any Asset Buyer is assuming from the Debtors, or is in any way responsible for, any of the Unassumed Liabilities. 2.2.2 The transactions contemplated by this Agreement shall in no way expand the rights or remedies of any Third Party against the Buyer, any Asset Buyer or the Debtors as compared to the rights and remedies which such Third Party would have had against the Debtors absent the Reorganization Cases, had the Buyer or the Asset Buyer(s) not assumed such Assumed Obligations.
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Assignment and Assumption of Certain Liabilities. On the Closing Date, each Seller shall sell, assign, transfer, convey and deliver to Buyer, as of the Closing Date, all of such Seller’s right, title and interest in and to the Assumed Liabilities. On the Closing Date, Buyer shall assume and agree to observe and perform all of each Seller’s duties, obligations, terms, provisions and covenants of, and to pay and discharge when due, all of each Seller’s right, title and interest in and to the Assumed Liabilities sold, assigned, transferred, conveyed or delivered to Buyer.
Sample 1
Assignment and Assumption of Certain Liabilities. Subject to the further provisions of this Section 1, Seller hereby assigns and transfers to Buyer all of Seller’s right, title and interest in and to the following liabilities and obligations (collectively, the “Liabilities”), and Buyer hereby assumes and undertakes to pay, satisfy, perform and discharge all of such Liabilities, as of the Effective Time, in respect of all liabilities, duties and obligations of Seller under: A. The Deposits B. The Deposit Agreements C. The Safe Deposit Contracts D. The loan documents related to the Loans E. If Xxxxxxx Xxxx becomes an Assumed Employee, the SERP
Sample 1
Assignment and Assumption of Certain Liabilities. Subject to the further provisions of this Section 1, the Seller hereby assigns and transfers to the Buyer all of the Seller’s rights, title and interest in and to the following liabilities and obligations (collectively, the “Liabilities”), and the Buyer hereby assumes all of such Liabilities, as of 11:59 p.m. on , 2009 (the “Effective Time of Closing”), in respect of all liabilities, duties and obligations of Seller under: A. The Deposits and Accrued Interest. B. All liabilities, duties and obligations of the Seller arising or to be performed after the Effective Time under the Safe Deposit Contracts. C. All liabilities, duties and obligations of the Seller under the Assumed Contracts. The Buyer hereby accepts the transfer of all XXX Deposits to Buyer, and the Seller hereby appoints the Buyer, and the Buyer accepts appointment as, the successor custodian under all XXX Deposits. The Buyer hereby succeeds to all obligations and liabilities of the Seller to the extent included among the Liabilities as of the Effective Time of Closing, and the Buyer hereby assumes, and agrees to pay for, perform and discharge, as and when due and payable, all of the Liabilities, and the Buyer hereby succeeds to all rights, offsets and defenses of the Seller in connection therewith.
Sample 1
Assignment and Assumption of Certain Liabilities. Subject to the further provisions of this Section 1, Seller hereby assigns and transfers to Buyer all of Seller’s right, title and interest in and to the following liabilities and obligations (collectively, the “Liabilities”), and Buyer hereby assumes and undertakes to pay, satisfy, perform and discharge all of such Liabilities, as of 5:00 p.m. on , 2011 (the “Effective Time of Closing”), in respect of all liabilities, duties and obligations of Seller under: A. The Deposits B. The Deposit Agreements C. The Safe Deposit Contracts D. The loan documents related to the Loans E. If Xxxxxxx Xxxx becomes an Assumed Employee, the SERP
Sample 1
Assignment and Assumption of Certain Liabilities. Subject to the further provisions of this Section 1, Seller hereby assigns and transfers to Buyer all of Seller’s right, title and interest in and to the following liabilities and obligations (collectively, the “Liabilities”), and Buyer hereby assumes and undertakes to pay, satisfy, perform and discharge all of such Liabilities, as of Effective Time, in respect of all liabilities, duties and obligations of Seller under: A. The Deposits listed on Schedule 1.3(A) attached hereto B. The Deposit Agreements; C. The Safe Deposit Contracts; and D. The loan documents related to the Loans.
Sample 1
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Assignment and Assumption of Certain Liabilities. Seller hereby assigns, transfers and sets over to Purchaser all of its rights, benefits, duties and obligations under the leases, contracts and other agreements listed in SCHEDULE 1.2 (the "Contracts") and the additional payment obligations listed on SCHEDULE 1.2. The duties and obligations under the Contracts and the additional payment obligations listed in SCHEDULE 1.2 are collectively referred to herein as the "Assumed Liabilities." Purchaser hereby agrees faithfully to perform the Assumed Liabilities, but only to the extent that such duties and obligations have been expressly described in SCHEDULE 1.2. Purchaser does not assume or agree to pay or indemnify Seller or any other person or entity against any other liability, obligation, payable, duty or expense, whether presently existing or hereafter arising, including, without limitation, employee severance costs and accrued vacation, personal or sick time. Nor does Purchaser assume any contingent liabilities of Seller such as those associated with pending or threatened litigation. As of the Effective Date, Seller shall have terminated all of its employees and independent contractors. At the request of Purchaser, Seller shall assist Purchaser in hiring any former employees and retaining any independent contractors of Seller. Except for hiring the Shareholders as per Section 3.6, Purchaser is under no obligation to hire any employee or retain any independent contractor of Seller but is free to do so in its sole discretion. The Assets and the Contracts are collectively referred to herein as the "Purchased Assets."
Sample 1

Related to Assignment and Assumption of Certain Liabilities

  • Assignment and Assumption of Contracts (a) Seller hereby sells, assigns, transfers and conveys to Purchaser all of Seller’s right, title and interest in, to and under those service, supply and similar agreements set forth on Exhibit C, attached hereto and made a part hereof (the “Contracts”). (b) Purchaser hereby assumes all of the covenants, agreements, conditions and other terms and provisions stated in the Contracts which, under the terms of the Contracts, are to be performed, observed, and complied with by the property owner from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable under the Contracts for obligations arising or accruing from and after the date hereof, including with respect to any and all payments coming due under the Contracts for which Purchaser has received a credit or payment on the closing statement executed by Purchaser and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations to be performed by Seller under the Contracts which were required to be performed prior to (but not from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Seller by reason of the failure of Purchaser to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period from and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the failure of Seller to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period prior to the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments, arising before the date hereof (to the extent such Credited Payments were not paid or assigned to Purchaser or for which Purchaser did not receive a credit or payment at Closing).

  • Assignment and Assumption of Leases Two (2) counterparts of the Assignment and Assumption of Leases, executed, acknowledged and sealed by Purchaser;

  • Transfer of Assets and Assumption of Liabilities (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization:

  • Assumption of Certain Liabilities (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, Purchaser agrees to cause the Designated Purchasers to assume, pay, perform and discharge when due, all liabilities or obligations listed in this Section 2.03, and only such liabilities or obligations listed in this Section 2.03 (except as otherwise specifically provided in this Agreement), whether arising before or after the Closing and whether known or unknown, fixed or contingent (the "Assumed Liabilities"): (i) all liabilities set forth on the Closing Date Balance Sheet, other than any such liabilities that are Excluded Liabilities; (ii) all liabilities and obligations of Sellers arising under or pursuant to the Acquired Contracts, the Permits, the Acquired Intellectual Property and the Acquired Know-how; (iii) all liabilities and obligations relating to employee benefit plans, programs or arrangements associated with or relating to any Transferred Employee, but only to the extent such liabilities and obligations are expressly assumed by any Designated Purchaser pursuant to Article VII of this Agreement; (iv) the Specified Contingent Liabilities in an amount equal to (and no amounts in excess of) the aggregate amount (the "Contingent Reserve Amount") of the Contingency Reserves reflected or shown on the Closing Date Balance Sheet; and (v) all other liabilities and obligations of Parent and Sellers to the extent relating to the Business other than the Excluded Liabilities; provided, however, that with respect to any such other liability or obligation not relating exclusively to the Business, the Designated Purchasers shall only assume that portion of such liability or obligation that is allocable to the Business on a pro rata basis. (b) Notwithstanding anything herein to the contrary or any other writing to the contrary, Purchaser shall cause the Designated Purchasers to assume only the Assumed Liabilities, and nether the Purchaser nor any other Designated Purchaser shall assume any other liability or obligation of Parent or any Seller (or any predecessor owner of all or part of its business and assets) of whatever nature whether presently in existence or arising hereafter. All such other liabilities and obligations ahll be retained by and remain obligations of Parent or Sellers (or any such predecessor owner) (all such liabilities and obligations not being assumed being herein referred to as the "Excluded Liabilities"). Without limiting the generality of the foregoing, the Excluded Liabilities shall include the following: (i) all liabilities and obligations which are attributable to any of the Excluded Assets, or associated with the realization of the benefits of any of the Excluded Assets; (ii) the Tax Liabilities, other than the Assumed Tax Liabilities in an amount equal to (and no amounts in excess of) the amount of any specific reserve therefor reflected or shown on the Closing Date Balance Sheet; (iii) the Existing Seller Indebtedness, other than Capital Lease Obligations reflected on the Closing Date Balance Sheet in an amount not in excess of $100,000 in the aggregate and other than as set forth in Schedule 5.14; (iv) all liabilities and obligations relating to compensation and any pension, deferred compensation, vacation, medical benefit, life insurance, severance of other employee health or safety matters (other than worker's compensation) and any other employee benefit plans, programs or arrangements associated with or relating to any Transferred Employee or any other employee or former employee employed in the Business and all liabilities and obligations relating to or arising from the employment or cessation of employment of any such employee (including, but not limited to, all liabilities and obligations under any severance plan or arrangement of Parent, Sellers, the Purchased Entities or their respective Affiliates), except to the extent such liabilities and obligations are expressly assumed pursuant to Article VII of this Agreement; (v) all liabilities and obligations arising from worker's compensation claims relating to pre-Closing events; (vi) all Specified Contingent Liabilities to the extent the aggregate amount of Specified Contingent Liabilities exceeds the Contingent Reserve Amount; (vii) all liabilities and obligations to the extent arising from the Excluded Joint Ventures; (viii) all liabilities and obligations covered, but only to the extent covered, by any insurance policy maintained by Parent, Sellers, the Purchased Entities or any of their respective Affiliates; and (ix) all other liabilities and obligations of Parent and Sellers to the extent not relating to the Business; provided, however, that with respect to any such other liability or obligation not relating exclusively to the Business, Parent and Sellers shall only retain that portion of such liability or obligation that is not allocable to the Business on a pro rata basis. (c) Notwithstanding anything to the contrary in this Section 2.03, to the extent a liability is included in the calculation of Closing Date Net Tangible Asset Value (as finally determined in accordance with Section 2.05), such liability shall (in an amount equal to (and no amount in excess of) the amount included in such calculation) be deemed to be an Assumed Liability, whether or not such liability is listed as an Excluded Liability under Section 2.03(b).

  • Assignment and Assumption of Lease The Assignment and Assumption ---------------------------------- of Lease;

  • Assignment and Assumption Consent Effective as of the First Amendment Effective Date, for agreed consideration, XXX hereby irrevocably sells and assigns to MBL, and MBL hereby irrevocably purchases and assumes all rights and obligations in its capacity as Lender under the LC Reimbursement Agreement and other Credit Documents, including, without limitation, all of MBL’s rights and obligations with respect to the Collateral and Intercreditor Agreement and the Security Documents (as defined in the Collateral and Intercreditor Agreement, and such Security Documents together with the Collateral and Intercreditor Agreement are referred to herein as the “Security Documents”) (the “Lender Assignment”). Effective as of the First Amendment Effective Date and in accordance with Section 7.9 of the LC Reimbursement Agreement, the Account Party hereby consents to the Lender Assignment.

  • Assignment and Assumption Agreement The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

  • Assignment and Assumption The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

  • FORM OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

  • Assignment; Assumption by Successor The rights of the Company under this Agreement may, without the consent of Executive, be assigned by the Company, in its sole and unfettered discretion, to any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly, acquires all or substantially all of the assets or business of the Company. The Company will require any successor (whether direct or indirect, by purchase, merger or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and to agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place; provided, however, that no such assumption shall relieve the Company of its obligations hereunder. As used in this Agreement, the “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.

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