Assumed Agreements. Buyer shall have assumed the Assigned Agreements.
Assumed Agreements. The provisions of Section 4.8(a) regarding the Assuming Institution’s election not to assume certain agreements do not apply to:
Assumed Agreements. As of the Closing Date, Frontier shall assume and agrees to discharge the obligations of Esenjay under the office lease, equipment leases and other agreements set forth on Schedule 2.02 (the "Assumed Agreements")(2); provided, however, that Frontier is not hereby assuming (i) any obligations arising under the Assumed Agreements on or before the Closing Date, or (ii) any liability arising out of a violation, breach or default (including any event which with notice or lapse of time or both will give rise to a default) by Esenjay prior to the Closing Date under any Assumed Agreement. There shall be prorated between Esenjay and Frontier as of the Closing Date all accrued rent, royalties and other payments due under the Assumed Agreements.
Assumed Agreements. Each of the Assumed Agreements to which Seller is a party is valid, binding and in full force and effect. Seller is not in default under any of the Assumed Agreements, nor to Seller’s knowledge is any other party in default under such agreements, nor is any such default pending or threatened. Other than the Assumed Agreements, Seller is not a party to any agreements of any kind whatsoever, whether written or oral, concerning or in any way related to the RP101 Program or the RP101 Assets.
Assumed Agreements. Upon the terms and subject to the ------------------ conditions of this Agreement and receipt of the consents set forth in Schedule -------- 2.5, on or prior to the Closing Date, Parent or an Affiliate of Parent, as the --- case may be, shall assign to the appropriate Company, its rights under each of the Assumed Agreements, and such Company shall assume and agree to discharge the obligations and liabilities of Parent or such Affiliate of Parent pursuant to such Assumed Agreement in accordance with its terms and subject to the conditions thereof.
Assumed Agreements. Those contracts of the Sellers used, or held for use, in connection with the operation of MHP and the MHP Affiliates that are identified on Schedule 2.1.4 attached hereto (collectively, the “Assumed Agreements”).
Assumed Agreements. All liabilities and obligations of Sellers under the Assumed Agreements arising after the Effective Time, subject to any prorations or adjustments specifically provided for in this Agreement.
Assumed Agreements. (a) Sellers have made available to Purchaser true, correct and complete copies of the Assumed Agreements. Each Assumed Agreement constitutes the entire agreement by and between the respective parties thereto with respect to the subject matter thereof, is in full force and effect and is enforceable in accordance with its terms.
Assumed Agreements. To the extent assignable, all rights and interests of LSU or LSUHSC-S in the contracts, commitments, leases and agreements described in Schedule 2.3(c) (to be attached on or before to the Commencement Date) as to which LSU or LSUHSC-S is a party and that are utilized in the conduct of the Hospitals’ operations.
Assumed Agreements. Balance Sheet Basket Benefit Plans Xxxxxxx Employment Agreement Board of Directors Bonding Agreement Bonus Compensation Plan Books and Records Business Day Buyer Indemnified Persons Buyer Indemnifying Persons Bylaws Capital Expenditure Budget Capitalization Side Letter CERCLA Certificate Certificate of Incorporation Certificate of Merger Claims Notice Class A Closing Merger Consideration Class A Non-Rolling Per Share Closing Merger Consideration Class B Per Share Closing Merger Consideration Closing Closing Common Merger Consideration Closing Date Closing Date Balance Sheet Closing Date Debt Closing Date Working Capital Closing Merger Consideration Closing Statement Code Commitment Letters Common Stock Merger Consideration Company Company Board Approval Company Class A Common Stock Company Class B Common Stock Company Common Stock Company Disclosure Schedule Company Employees Company Expenses Company Material Contracts Company Notes Company Preferred Stock Company SEC Reports Company Stock Company Stockholders Agreement Confidential Information Confidentiality Agreement Confidentiality Rights Agreements Covered Persons Credit Agreement D&O Indemnified Persons Damages Debt DGCL dollars\ or \$ Effective Time Environmental Laws Equipment Facility ERISA Escrow Agent Escrow Fund Escrow Period Estimated Debt Estimated Merger Expenses Estimated Working Capital Exchange Agent Exchange Fund Excluded Expenses Expenses External Investigation Final Adjustment Amount Final Closing Statement Final Debt Final Working Capital Financing First Advance Amount GAAP GAAP Consistently Applied Government Bid Government Contract Governmental Authority Group Holdback Adjustment Amount Holdback Consideration HSR Act Hydro Dump Barge Indemnification Period Indemnified Persons Indemnifying Persons Indenture Intellectual Property Internal Investigation Knowledge of Parent Knowledge of the Company Lease Leased Real Property Letter of Transmittal Liabilities Licenses and Permits Liens Listing Material Adverse Effect Materials of Environmental Concern Maximum Amount XxXxxxxxxx Purchase Agreement Merger Merger Consideration Merger Sub NASDI Stockholders Agreement Notice of Disagreement Offering Materials Offerings Operating Leases Owned Real Property Parent Parent Officer’s Certificate Per Share Holdback Consideration Per Share Merger Consideration Permitted Investments Permitted Liens Person Preferred Allocation Certificate Preferred Per Share Merger Consideration Preferred Stock Merger ...
