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 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 services provided thereby, or under contracts, agreements (whether written or oral), leases, commitments or undertakings thereof, (all of the foregoing being referred to herein as the “Assigned Liabilities”).
Assignment and Assumption of Liabilities. (a) At the Closing, the Buyer shall assume from the Company and thereafter be responsible for the payment, performance or discharge of only the following Liabilities of the Company (collectively, the "Assumed Liabilities"):
(i) except as may arise from a breach by the Company of Section 5.11, administrative expense claims of the Company solely with respect to trade payable obligations for orders shipped and billed after the Petition Date in an amount not to exceed $250,000 in the aggregate to the extent such administrative expense claims arise following the Petition Date and prior to the Closing, and relate solely to the Purchased Assets and are allowed pursuant to Section 503(b)(1) of the Bankruptcy Code (the "503 Liabilities");
(ii) any obligations arising after the Closing in the ordinary course of business under the Assumed Contracts (other than any obligations related to a breach thereof that occurred prior to Closing);
(iii) any obligations arising after the Closing in the ordinary course of business under any unbilled orders and unshipped orders (other than any obligations related to a breach thereof or failure to perform thereunder that occurred prior to Closing);
(iv) any Cure Amounts with respect to Excluded Contracts that become Assumed Contracts pursuant to Section 1.6(b);
(v) any liabilities for amounts owed and payable to the Company's customers relating to or arising out of royalty agreements and rebate programs; and
(vi) deferred commissions payable (including accrued bonuses) owing to Account Executives that have been earned prior to the Closing but not paid and any other amounts due to any Account Executive in such Account Executive's capacity as a vendor to the Company.
(b) Section 1.4(a) shall not limit any claims or defenses Buyer may have against any party. The transactions contemplated by this Agreement shall in no way expand the rights or remedies of any third party against Buyer or the Company as compared to the rights and remedies which such third party would have had against the Company absent the Chapter 11 Case and had Buyer not assumed the Assumed Liabilities.
Assignment and Assumption of Liabilities. Seller hereby assigns to Buyer, and Buyer hereby assumes and agrees to undertake to perform, pay, satisfy or discharge, in accordance with their terms, the following liabilities (the “Assumed Liabilities”):
(a) such liabilities, obligations and commitments of the Seller arising or accruing during the period commencing on or before the Closing Date under any contracts of the Seller related to Business;
(b) any product liability or similar claim for injury to persons or property, regardless of when made or asserted, which arises out of or is based upon any express or implied representation, warranty or agreement made by the Seller or its agents, or which is imposed by operation of law or otherwise, in connection with any sales or service performed by or on behalf of the Seller on or prior to the Closing Date;
(c) any liability or obligations to any current or former employees, agents, independent contractors or creditors of the Seller or under any plan or arrangement with respect thereto, including, without limitation, liabilities and obligations (A) under any life, health, accident, disability or any other employee benefit plan, and (B) under any pension, profit sharing, stock bonus, deferred compensation, retirement, bonus or other current or former employee compensation or pension benefit plan or post-retirement benefit plan to which the Seller is a party or under which the Seller has any obligation, or which is maintained, or to which contributions have been made, by the Seller or any predecessor or any corporation which is a controlled group or corporations of which the Seller are a member, or any trade or business (whether or not incorporated) under common control with the Seller, and (C) for wages, salaries, bonuses, commissions, severance, sick pay, vacation or holiday pay, overtime or other benefits;
(d) any liabilities for any tax, assessment or other governmental imposition of any type or description, including, without limitation, any federal income or excess profits taxes or state or federal income, sales, use, excise, ad valorem or franchise taxes, together with any interest, assessments and penalties thereon arising out of or attributable to the conduct of the Seller's operations and the Business prior to the Closing Date or the Seller's or its shareholders’ federal income or capital gain taxes or state, or local income or franchise taxes arising by virtue of the transactions contemplated by this Agreement or otherwise;
Assignment and Assumption of Liabilities. Effective as of the Rights Closing Effective Time, Service Provider hereby assigns and SHO hereby assumes and/or retains, all of the following liabilities, obligations and agreements with respect to the SHO Employees, whether arising before or after the Rights Closing Effective Time, except as expressly otherwise provided in Section 3.4 (for purposes of this Agreement “Assumed Liabilities”):
(a) the existing collective bargaining agreements;
(b) all of the following obligations of Service Provider with respect to the SHO Employees: (i) accrued but unpaid salaries, wages, overtime, bonuses/incentives, including without limitation the incentive programs referred to in Section 3.3(e) below and the related payroll taxes; (ii) liabilities for accrued but unpaid vacation, illness and other approved leaves of absence; and (iii) liabilities for insurance and pension contributions to multi-employer plans, if any, pursuant to the terms of any applicable collective bargaining agreement;
(c) all liabilities and requirements under COBRA with respect to all SHO Employees and their respective Plan Payees who, immediately prior to the Rights Closing Effective Time, were participating in, or entitled to present or future benefits under the SHLD Welfare Plans (which shall be deemed to be a SHO Welfare Plan during the Benefits Transition Period), pursuant to COBRA or who have a COBRA qualifying event (as defined in Section 4980B of the Code) on or after the Rights Closing Effective Time;
(d) all liabilities arising out of or relating to all SHO Employment Agreements;
(e) all liabilities arising out of or relating to claims made by or with respect to SHO Employees under any SHLD Severance Plan;
(f) all accruals and outstanding liabilities arising out of or relating to (i) fiscal year 2012 under the SHLD AIP and (ii) the 2010, 2011 and, if applicable as of the Rights Closing Effective Time, the 2012 fiscal year accruals and liabilities under SHLD LTIP, to the extent attributable to Transferred Employees, in accordance with Section 3.5;
(g) all liabilities arising out of or relating to any SHO Cash Retention Award or Other Cash Retention Award, in accordance with Section 3.6;
(h) all other Liabilities with respect to the employment, service, termination of employment or termination of service of any SHO Employees, their respective Plan Payees, and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service w...
Assignment and Assumption of Liabilities. (a) Subject to the terms and conditions of this Agreement, Buyer will assume as of the Closing Date and subsequently, in due course, pay, honor and discharge in accordance with their respective terms and conditions all of the Assumed Liabilities without any right of set-off against Seller.
(b) The Assumed Liabilities shall not include the Excluded Liabilities.
Assignment and Assumption of Liabilities. Assignor hereby assigns to Assignee, and Assignee hereby assumes and agrees to pay, honor and discharge, all debts, adverse claims, liabilities, judgments and obligations, including tax obligations, of Assignor as of the date hereof immediately prior to the Closing, whether accrued, contingent or otherwise and whether known or unknown, including those arising under any law (including 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 Assignor, 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 the obligations of Assignor under the Unlimited Guaranty dated July 22, 2011 by Assignor for the benefit of F&M Bank & Trust Company, which will be assumed by Armada (all of the foregoing being referred to herein as the “Assigned Liabilities”). The assignment and assumption of Assignor’s assets and liabilities provided for in this Article I is referred to as the “Assignment.”
Assignment and Assumption of Liabilities. The District and LH represent and warrant as of the effective date and as of the Closing that the County is not obligated or responsible in any way for any of the District’s liabilities. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the District shall assign to LH, and LH shall assume responsibility for and agree to pay, perform and discharge, all of the liabilities, indebtedness, commitments, and other financial or operational obligations of the District then existing as of the Closing Date, whether such liabilities, indebtedness, commitments, or other financial or operational obligations are known or unknown, asserted or unasserted, absolute, fixed or contingent, accrued or unaccrued, liquidated or unliquidated, recorded or unrecorded, due or to become due or otherwise, and regardless of when asserted, including without limitation the obligations listed on Schedule 2.2.1 (the “Assumed Liabilities”). LH shall be liable to the County for all fees and expenses, including reasonable attorneys’ fees and costs, incurred as a result of a breach of the representation and warranty in this Section 2.2.1.
Assignment and Assumption of Liabilities. Except as set forth in one or more of the Ancillary Agreements, from and after the Separation Date, (i) ARAC shall, and/or shall cause its subsidiaries to, assume, pay, perform and discharge in due course all of the ARAC Liabilities, and (ii) Holdings shall, and/or shall cause its subsidiaries to, assume, pay, perform and discharge in due course all of the Holdings 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 (including, for the avoidance of doubt, any Tax obligations), of Seller as of the Closing Date immediately prior to 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 Documents (all of the foregoing being referred to herein as the “Assigned Liabilities”). For purposes of this Agreement, “Taxes” shall mean any federal, state, local or foreign income, gross receipts, branch profits, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, escheat, environmental, customs duties, capital stock, franchise, profits, withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, registration, ad valorem, value added, alternative or add-on minimum or estimated tax or other tax of any kind whatsoever, including any interest, penalty or addition thereto, whether disputed or not and including any obligation to indemnify or otherwise assume or succeed to the Tax liability of any other person by law, by contract or otherwise. The assignment and assumption of Seller’s assets and liabilities provided for in this Article I is referred to as the “Assignment.”