Common use of Assignment and Assumption of Liabilities Clause in Contracts

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. (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 SellerSeller other than as expressly set forth herein. (b) The Assumed Liabilities shall not include the Excluded Liabilities.

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 liabilities and obligations of Seller and its Affiliates transferred to Buyer as of the Closing Date shall not include the Excluded Liabilities.

Assignment and Assumption of Liabilities. (a) Subject to and in accordance with the terms and conditions of this Agreement, Buyer will assume as of the Closing Date responsibility for the performance and subsequently, in satisfaction when 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 SellerLiabilities. (b) The liabilities and obligations of Seller and its Affiliates transferred to Buyer as of the Closing Date shall not include any Liability of Seller that is not an Assumed Liabilities Liability and shall not include the Excluded Liabilities.