Assignment and Assumption of Certain Liabilities Sample Clauses

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:
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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.
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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.
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Assignment and Assumption of Certain Liabilities. Seller and ICL hereby sell, assign, transfer, convey and deliver to Purchaser all of their respective right, title and interest in and to the Operating Contracts, Customer Contracts and Licenses. Purchaser does hereby assume and agree to pay, perform and discharge, the following debts, liabilities, obligations and commitments of Seller and ICL:
Sample 1
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
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

Related to Assignment and Assumption of Certain Liabilities

  • Assignment and Assumption of Liabilities Seller hereby assigns to Split-Off Subsidiary, and Split-Off Subsidiary hereby assumes and agrees to pay, honor and discharge all debts, adverse claims, liabilities, judgments and obligations of Seller as of the Effective Time, whether accrued, contingent or otherwise and whether known or unknown, including those arising under any law (including the common law) or any rule or regulation of any Governmental Entity or imposed by any court or any arbitrator in a binding arbitration resulting from, arising out of or relating to the assets, activities, operations, actions or omissions of Seller, or products manufactured or sold thereby or services provided thereby, or under contracts, agreements (whether written or oral), leases, commitments or undertakings thereof, but excluding in all cases the obligations of Seller under the Transaction Documentation (all of the foregoing being referred to herein as the “Assigned Liabilities”). The assignment and assumption of Seller’s assets and liabilities provided for in this Article I is referred to as the “Assignment.”

  • Assignment and Assumption of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Seller.

  • 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, Purchaser shall assume, effective as of the Closing, and from and after the Closing Purchaser shall pay, perform, and discharge when due, all the liabilities, obligations, and commitments of Seller arising from or related to the Acquired Assets to the extent such liabilities, obligations, and commitments relate to the period from and after the Closing (the “Assumed Liabilities”).

  • 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 Agreements Purchaser shall have executed and tendered to Seller the Assignment and Assumption Agreement and the Real Estate Assignment Documents to which it is party.

  • Transfer and Assumption (a) Subject to obtaining Lender's prior written consent, which may be withheld in Lender's reasonable and absolute discretion, and subject to the terms and satisfaction of all of the conditions precedent set forth in this Section 5.26.3, Borrowers shall have a one-time right to Transfer the Property to one or more parties (the "TRANSFEREE BORROWER") and have the Transferee Borrower assume all of Borrowers' obligations under the Loan Documents, and have replacement guarantors and indemnitors assume all of the obligations of the indemnitors and guarantors of the Loan Documents (collectively, a "TRANSFER AND ASSUMPTION"). Borrowers may make a written application to Lender for Lender's consent to the Transfer and Assumption, subject to the conditions set forth in paragraphs (b) and (c) of this Section 5.26.3. Together with such written application, Borrowers will pay to Lender the reasonable review fee then required by Lender. Borrowers also shall pay on demand all of the reasonable costs and expenses incurred by Lender, including reasonable attorneys' fees and expenses, and including the fees and expenses of Rating Agencies and other outside entities, in connection with considering any proposed Transfer and Assumption, whether or not the same is permitted or occurs.

  • 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.

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