Common use of Assignment of Certain Contracts Clause in Contracts

Assignment of Certain Contracts. At the Closing, Purchaser shall succeed to the rights and privileges of Seller, and shall assume the express obligations of Seller performable after the Closing pursuant to those leases, insurance policies, contracts, and other agreements, and only those leases, insurance policies, contracts, and other agreements of Seller that are listed as "Assigned Contracts" on the Seller's Disclosure Schedule hereto ("Assigned Contracts") as and in the form of the copies thereof (or, if oral, as and in the form of the written statements of the terms thereof) furnished or made available to Purchaser pursuant to Sections 5.8, 5.10, 5.11, 5.12, 5.16 and 5.17) hereto. Without limiting the generality of the foregoing, Purchaser shall not assume and shall have no liability with respect to any obligations of Seller under any Assigned Contract (a) required therein to be performed by Seller at or prior to the Closing or (b) arising out of any breach thereof not included in the copies (or written statements of the terms) of such Assigned Contracts delivered or made available to Purchaser pursuant hereto.

Appears in 1 contract

Samples: Asset Purchase Agreement (Surety Holdings Corp)

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Assignment of Certain Contracts. At the Closing, Purchaser shall succeed to the rights and privileges of SellerSellers, and shall assume the express obligations of Seller Sellers performable after the Closing pursuant to those leases, insurance policies, contracts, and other agreements, and only those leases, insurance policies, contracts, and other agreements of Seller Sellers that are listed as "Assigned Contracts" on the Seller's Disclosure Schedule hereto ("Assigned Contracts") as and in the form of the copies thereof (or, if oral, as and in the form of the written statements of the terms thereof) furnished or made available to Purchaser pursuant to Sections 5.8, 5.105.9, 5.11, 5.12, 5.16 and 5.17) 5.18 hereto. Without limiting the generality of the foregoing, Purchaser shall not assume and shall have no liability with respect to any obligations of Seller Sellers under any Assigned Contract (a) required therein to be performed by Seller Sellers at or prior to the Closing or (b) arising out of any breach thereof not included in the copies (or written statements of the terms) of such Assigned Contracts delivered or made available to Purchaser pursuant hereto.

Appears in 1 contract

Samples: Purchase Agreement (Seychelle Environmental Technologies Inc /Ca)

Assignment of Certain Contracts. At the Closing, Purchaser shall succeed to the rights and privileges of Seller, and shall assume the express obligations of Seller performable after the Closing pursuant to the Lease and to those leases, insurance policies, contracts, and other agreements, and only those leases, insurance policies, contracts, and other agreements of Seller that are listed as "Assigned Contracts" on the Seller's Disclosure Schedule hereto ("Assigned Contracts") as and in the form of the copies thereof (or, if oral, as and in the form of the written statements of the terms thereof) furnished or made available to Purchaser pursuant to Sections 5.8, 5.10, 5.11, 5.12, 5.16 5.13, and 5.17) 5.19 hereto. Without limiting the generality of the foregoing, Purchaser shall not assume and shall have no liability with respect to any obligations of Seller under any Assigned Contract (a) required therein to be performed by Seller at or prior to the Closing or (b) arising out of any breach thereof not included in the copies (or written statements of the terms) of such Assigned Contracts delivered or made available to Purchaser pursuant hereto.

Appears in 1 contract

Samples: Purchase Agreement (Industrial Rubber Products Inc)

Assignment of Certain Contracts. At the Closing, Purchaser shall succeed to the rights and privileges of Seller, and shall assume the express obligations of Seller performable after the Closing Closing, pursuant to those leases, insurance policies, contracts, and other agreements, and only those leases, insurance policies, contracts, contracts and other agreements of Seller that which are listed as "Assigned Contracts" on the Seller's Disclosure Schedule 1.4 hereto (the "Assigned Contracts") as and in the form of the copies thereof (or, if oral, as and in the form of the written statements of the terms thereof) furnished or made available to Purchaser pursuant to Sections 5.8, 5.10, 5.11, 5.12, 5.16 and 5.17) hereto. Without limiting the generality of the foregoing, Purchaser shall not assume and shall neither assume, nor have no any liability with respect to to, any obligations of Seller under any Assigned Contract (a) required therein to be performed by Seller at or prior to the Closing or (b) arising out of any breach of any provision or term thereof not included in the copies (or written statements of the terms) of such Assigned Contracts delivered or made available to Purchaser pursuant hereto.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dynagen Inc)

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Assignment of Certain Contracts. At the Closing, Purchaser shall succeed to the rights and privileges of Seller, and shall assume the express obligations of Seller performable after the Closing Closing, pursuant to those leases, insurance policies, contracts, contracts and other agreements, and only those leases, insurance policies, contracts, contracts and other agreements agreements, of Seller that which are listed as "Assigned Contracts" on the Seller's Disclosure Schedule DISCLOSURE SCHEDULE hereto (the "Assigned ContractsASSIGNED CONTRACTS") as and in the form of the copies thereof (or, if oral, as and in the form of the written statements of the terms thereof) furnished or made available to Purchaser pursuant to Sections SECTIONS 5.8, 5.9, 5.10, 5.11, 5.12, 5.16 and 5.17) 5.12 AND 5.18 hereto. Without limiting the generality of the foregoing, neither AMT nor Purchaser shall not assume and assume, nor shall either of them have no any liability with respect to to, any obligations of Seller under any Assigned Contract (a) required therein to be performed by Seller at or prior to the Closing or (b) arising out of any breach thereof not included in occurring prior to the copies (or written statements of the terms) of such Assigned Contracts delivered or made available to Purchaser pursuant heretoClosing.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Materials & Technologies Corp)

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