Assumed Contracts, Leases and Liabilities Sample Clauses

Assumed Contracts, Leases and Liabilities. (1) At Closing, Buyer will assume and agree to pay or perform, as the case may be, only those obligations constituting liabilities incurred in the ordinary course of business, which Buyer expressly elects to assume as specifically set forth on Exhibit 1.4 attached hereto, and (b) those obligations arising on and after the Closing under those Leases and Contracts (as such term is defined herein) which Buyer expressly elects to assume (collectively, the "Assumed Liabilities"). (2) Except for the Assumed Liabilities, it is expressly agreed and understood by the parties to this Agreement that Buyer does not assume, and shall not be liable for, any debt, liability or obligation of Sellers or Owners of any type or description whatsoever, whether related or unrelated to the Assets, the Business or the transactions contemplated within this Agreement and that Sellers and Owners shall remain liable and responsible for the payment or performance of, respectively, each of their own debts, liabilities, obligations, contracts, leases, notes payable, accounts payable, commitments, agreements, suits, claims, indemnities, mortgages, taxes, contingent liabilities and other obligations including, without limitation, any and all investment tax credit recapture, depreciation recapture, recapture or prior period adjustments under Medicaid, all impositions of income tax and other taxes, all employee wages, salaries and benefits including, without limitation, COBRA and WARN obligations (as defined herein), accrued vacation and sick pay not expressly assumed by Buyer pursuant to Section 1.4(1), and other accrued employee benefits including rights of Sellers' retirees to participate in Sellers' medical plans.
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Assumed Contracts, Leases and Liabilities. (1) At Closing, Buyer will assume and agree to pay or perform, as the case may be, the future performance of obligations arising after Closing under all licenses, permits, leases and Contracts which Buyer expressly elects to assume as set forth on Exhibit 2.1 (1) (collectively, the "Assumed Liabilities"). (2) It is expressly agreed and understood by each of the parties to this Agreement that Buyer does not assume, and shall not be liable for, any other debt, liability or obligation of Seller related to the Assets, including without limitation the obligation to pay premiums and/or pay bank, agent and broker commissions (if any) relating to insurance premiums invoiced prior to the Closing, and that Seller shall remain liable and responsible for the payment or performance, as the case may be, of all debts, liabilities, obligations, contracts, leases, Taxes, broker or finders fees for persons engaged by Seller or PBI, obligations to repay commissions on cancelled policies to the extent the policy revenue was previously received by Seller or PBI, contingent liabilities and other obligations that are not Assumed Liabilities (the "Retained Liabilities").
Sample 1
Assumed Contracts, Leases and Liabilities. (1) At Closing, Buyer will assume and hereby does assume as of the Closing and agree to pay or perform, as the case may be, only (a) those obligations consisting of current trade accounts payable and accrued expenses of Seller (the "Payables and Expenses") reflected on the Post Closing Financial Statements (as defined), and (b) those obligations arising after the effective date of the Closing under those Leases and Contracts (as such term is defined in paragraph 4.11) which Buyer expressly elects to assume as set forth on Exhibit 1.3 (collectively, the "Assumed Liabilities"). (2) Except for the Assumed Liabilities and as provided by Article XIII, it is expressly agreed and understood by each of the parties to this Agreement that Buyer does not assume, and shall not be liable for, any debt, liability contract, lease, note payable, account payable, commitment, agreement, suit, indemnity, claim, mortgage, tax or other obligation of Seller or Shareholder, of any type or description whatsoever, whether related or unrelated to the Assets or the Business.
Sample 1
Assumed Contracts, Leases and Liabilities. At Closing, Buyer will assume all of the following (collectively, the "ASSUMED LIABILITIES"): (1) All obligations accruing after Closing with respect to those contracts, purchase orders and leases which are identified as Assumed Contracts on Exhibit 1.3 hereto, and the obligation to administer the COBRA coverage (as defined below) with respect to those individuals listed on Exhibit 4.21(a) (but excluding any obligations to give notice, or other liabilities or obligations related to COBRA). (2) All accrued compensation, vacation time and paid time off ("PTO") and build up of sick leave for periods of employment with Seller and Seller's predecessor, together with all related taxes, for Seller's employees who become employees of Buyer, which time accrued prior to Closing; provided, however, that Buyer shall assume (or pay, if applicable) the same only to the extent that the same is included in the calculation of Net Working Capital, as defined in Section 3.1, or Buyer has received a credit therefor under Section 3.1(5). Notwithstanding the preceding, Buyer will assume all taxes with respect to PTO and such taxes will not be included in the computation of Net Working Capital. (3) All amounts payable under the Medicare and Medicaid Programs applicable to cost reports filed for services rendered through the Closing. (4) Seller's current liabilities, but only to the extent included in the calculation of Net Working Capital.
Sample 1
Assumed Contracts, Leases and Liabilities. (1) At Closing, Buyer will assume and agree to pay or perform, as the case may be, those obligations of Sellers (i) arising from and after Closing under the Leases and Contracts (as defined in Section 3.9 below) and (ii) arising from all accrued vacation and sick leave for Employees (as defined in Section 3.13) who are hired by Buyer or Buyer's agent at Closing (collectively, the "ASSUMED LIABILITIES"). (2) Except for the Assumed Liabilities, Buyer shall not assume, and shall not be liable for, any debt, liability or obligation of Sellers of any type or description whatsoever, whether related or unrelated to the Assets, the Facilities or the transactions contemplated within this Agreement and Sellers shall remain liable and responsible for the payment or performance, as the case may be, of all such debts, liabilities and obligations.
Sample 1
Assumed Contracts, Leases and Liabilities. At Closing, Buyer will assume and agree to pay or perform, as the case may be, all of the following (collectively, the "ASSUMED LIABILITIES"): (1) All obligations accruing after Closing with respect to those Leases and Contracts which are described on Exhibit 4.14. (2) All accrued paid days off and sick days together with all related taxes, with respect to Seller's employees who become employees of Buyer, which time accrued prior to Closing; provided, however, that Buyer shall assume the same only to the extent that Buyer has received a credit therefor under Section 3.1. (3) Current liabilities of Seller, to the extent identified on the Final Closing Statement but only to the extent included in the calculation of Net Working Capital.
Sample 1
Assumed Contracts, Leases and Liabilities. (1) At Closing, Buyer will assume and agree to pay or perform, as the case may be, only (a) those obligations existing on July 1, 1998 constituting working capital liabilities incurred in the ordinary course of business (other than long-term and interest bearing debt) and accrued vacation and sick leave, all as specifically set forth on Exhibit 1.3 attached hereto, in an aggregate amount up to the Pre-Effective Date Assumed Liabilities Cap described in clause (3) below, (b) those obligations constituting working capital liabilities incurred in the ordinary course of business on and after the Effective Date, other than long-term and interest bearing debt and other than obligations and costs associated with the "Seller Plans" described in paragraph 3.13, and (c) those obligations arising on and after the Effective Date under those Contracts (as such term is defined in paragraph 3.9) which Buyer expressly elects to assume as noted on Exhibit 3.9 attached hereto (collectively, the "Assumed Liabilities").
Sample 1
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Assumed Contracts, Leases and Liabilities. At Closing, Buyer will assume and agree to pay or perform, as the case may be, all of the following (collectively, the "ASSUMED LIABILITIES"): (1) All obligations accruing after Closing with respect to those contracts, purchase orders and leases which are described on Exhibit 1.3 hereto; (2) All accrued compensation, vacation time, holiday and build up of sick leave, together with all related taxes, for all of Seller's employees who become employees of Buyer which have accrued prior to Closing; provided, however, that Buyer's performance will extend only to granting a credit under Buyer's fringe benefit policies for any accrued vacation, holiday and sick leave build up that such employees have accrued under the Seller's fringe benefit policies; (3) All amounts payable under the Medicare and Medicaid Programs applicable to cost reports filed for services rendered through the Closing, including all terminating cost reports. Buyer will prepare all terminating cost reports, and Seller will fully cooperate with Buyer in the preparation of all terminating cost reports required as a result of this transaction; (4) All of Seller's current liabilities (except corporate franchise and excise taxes but including real estate and personal property taxes for the current year); and (5) All obligations of Seller to remit payments payable to the Prior Operators (to the extent received by Buyer) or to provide access to the Prior Operators under Section 29 of that certain Settlement Agreement, Asset Transfer and Release Agreement, dated September 16, 1994.
Sample 1

Related to Assumed Contracts, Leases and Liabilities

  • Assumed Contracts (a) Other than the Assumed Contracts, no existing contracts with Seller shall be assumed by Purchaser, without specific, individual, written consent by Purchaser. (b) Seller shall provide Purchaser a list of all existing contracts on Schedule 3.9(b). Except for the Assumed Contracts, Seller is not a party to or otherwise bound by the terms of any material contract, agreement or obligation, written or oral, affecting the Business or the Assets. Seller shall separately identify each Assumed Contract (i) pursuant to which any other party is granted “most favored party” rights of any type or scope, or containing any non-solicitation or non-competition covenants or other restrictions relating to the Business or that limits the freedom of Seller to engage or participate, or compete with any other Person, in any line of business, market or geographic area, or to make use of any Transferred Intellectual Property, (ii) that is an IP Agreement, (iii) that imposes on Seller payment obligations (contingent or otherwise) in excess of $5,000 per annum, (iv) that provides for payments to Seller in excess of $5,000 per annum, (v) that constitutes a partnership or joint venture agreement, (vi) that evidences outstanding Indebtedness which constitutes an Asset and (vii) that is a Lease. (c) Assumed Contracts (if any) are valid, binding and in full force and effect and enforceable by Seller prior to Closing and by Purchaser upon and after Closing.. Neither Seller, nor, to Seller’s Knowledge, any other party, is in material breach, violation of, or default under, and to the Knowledge of Seller, no event has occurred which, with the lapse of time or the giving of notice, or both, is reasonably likely to result in a breach or violation by Seller or such other party of, or default under, any Assumed Contract, and there are no existing disputes or claims of default relating thereto, or any facts or conditions Known to Seller which, if continued, will result in a material default or claim of default thereunder. Seller has not received any written or, to the Knowledge of Seller, oral notice of the intention of any party to terminate, cancel, amend or not renew any Assumed Contract. Except as set forth in Section 1.7, no consents are necessary for the effective assignment to and assumption by Purchaser of any of the Assumed Contracts including but not limited to the lease on the Premises. Seller has furnished or made available to Purchaser true and complete copies of all Assumed Contracts and descriptions of all material terms of Assumed Contracts that are not in writing, including any amendments, waivers or other changes thereto.

  • Contracts and Leases Schedule 4.10 sets forth a true and complete list of all Leases and executory Contracts of the Company that are material to the Business, and Sellers have delivered to Buyer true and complete copies of all such Leases and Contracts, each as amended as of the Agreement Date (the “Material Contracts”). Subject to receipt of the Necessary Consents and compliance with Section 6.10 and subject to the entry of the Sale Order, and any ancillary orders of the Bankruptcy Court pertaining to assumption and assignment of Contracts (a) each of the Material Contracts is in full force and effect and constitutes a valid and binding obligation of the Company or Sellers, and, to the Knowledge of Sellers, each other party thereto, and (b) except as a result of the commencement of the Bankruptcy Cases, the Company or Sellers are not in breach or default in any material respect under any of the Material Contracts and, to the Knowledge of Sellers, the other parties to such Contracts are not in breach or default in any material respect thereunder (and in each such case, to the Knowledge of Sellers, no event exists that with the passage of time or the giving of notice would constitute such material breach or default in any material respect, result in a loss of material rights, result in the payment of any damages or penalties or result in the creation of any Liens thereunder or pursuant thereto other than Permitted Liens); except (i) for those defaults that will be cured in accordance with the Sale Order, are not required to be cured pursuant to section 365(b)(1)(A) of the Bankruptcy Code, or waived in accordance with section 365 of the Bankruptcy Code, or (ii) to the extent such breach or default would not reasonably be expected to have a Seller Material Adverse Effect. Except for filings in the Chapter 11 Cases, to Sellers’ Knowledge, none of the Material Contracts have been cancelled or otherwise terminated by the Company or Sellers, and neither the Company nor Sellers have not delivered any written notice to any counterparty to such Material Contract regarding any such cancellation or termination by the Company or Sellers.

  • Assigned Contracts Each Credit Party will secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent of any Assigned Contract and to enforce the security interests granted hereunder. Each Credit Party shall fully perform all of its obligations under each of its Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Such Credit Party shall notify Agent in writing, promptly after such Credit Party becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of its Assigned Contracts. If an Event of Default then exists, Agent may, and at the direction of Required Lenders shall, directly enforce such right in its own or such Credit Party’s name and may enter into such settlements or other agreements with respect thereto as Agent shall determine. In any suit, proceeding or action brought by Agent under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Credit Parities shall indemnify and hold Agent and Lenders harmless from and against all expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by such Credit Party of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Credit Parties to or in favor of such obligor or its successors, except for such expenses, damages or losses resulting from Agent’s or any Lender’s gross negligence or willful misconduct. All such obligations of the Credit Parties shall be and remain enforceable only against the Credit Parties and shall not be enforceable against Agent or Lender. Notwithstanding any provision hereof to the contrary, the Credit Parties shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and Agent’s exercise of any of its rights with respect to the Collateral shall not release the Credit Parties from any of such duties and obligations. Neither Agent nor any Lender shall be obligated to perform or fulfill any of any Credit Party’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

  • Leases and Contracts Schedule 8(f) is a list of all Leases and Contracts relating to the Facility to which Seller is a party or by which Seller may be bound. Seller has made or will promptly make available to Buyer true, complete and accurate copies of all Leases and Contracts including, without limitation, any modifications thereto. All of the Leases and Contracts are in full force and effect without claim of material default there under, and, except as may be set forth on Schedule 8(f).

  • Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Seller shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Seller shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Penta-Gen and the Company to execute any and all such bills of sale, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Seller and to assign and/or transfer the Excluded Liabilities to Seller. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

  • Contracts and Agreements The agreements and documents described in the Registration Statement and the Prospectus conform in all material respects to the descriptions thereof contained therein and there are no agreements or other documents required by the Securities Act to be described in the Registration Statement and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement and the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, any other party is in default thereunder and, to the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations.

  • Material Contracts and Transactions Other than as expressly contemplated by this Agreement, there are no material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Pubco is a party except as disclosed in writing to Priveco or as disclosed in the Pubco SEC Documents.

  • Leases and Rent Roll To Borrower’s actual knowledge, Borrower has delivered to Lender a true, correct and complete rent roll for the Property (a “Rent Roll”) which includes all Leases affecting the Property (including schedules for all executed Leases for Tenants not yet in occupancy or under which the rent commencement date has not occurred). To Borrower’s actual knowledge, except as set forth in the Rent Roll (as same has been updated by written notice thereof to Lender) and estoppel certificates delivered to Lender on or prior to the Closing Date: (a) each Lease is in full force and effect; (b) the premises demised under the Leases have been completed and the Tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises; (c) the Tenants under the Leases have commenced the payment of rent under the Leases and there are no offsets, claims or defenses to the enforcement thereof, and Borrower has no monetary obligations to any Tenant under any Lease; (d) all Rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (e) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll and there is no claim or basis for a claim by the Tenant thereunder for an offset or adjustment to the rent; (f) no Tenant has made any written claim of a material default against the landlord under any Lease which remains outstanding nor has Borrower or Manager received, by in-person, or e-mail (with respect to Major Leases only) communication to an authorized representative of Borrower or Manager, any notice of a material default under any Lease; (g) there is no present material default by the Tenant under any Lease; (h) all security deposits under the Leases have been collected by Borrower; (i) Borrower is the sole owner of the entire landlord’s interest in each Lease; (j) each Lease is the valid, binding and enforceable obligation of Borrower and the applicable Tenant thereunder and there are no agreements with the Tenants under the Leases other than as expressly set forth in the Leases; (k) no Person has any possessory interest in, or right to occupy, the Property or any portion thereof except under the terms of a Lease; (l) none of the Leases contains any option or offer to purchase or right of first refusal to purchase the Property or any part thereof; (m) neither the Leases nor the Rents have been assigned, pledged or hypothecated except to Lender, and no other Person has any interest therein except the Tenants thereunder; and (n) no conditions exist which now give any Tenant or party the right to “go dark” pursuant to the provision of its Lease, if applicable.

  • Personal Property Leases Except as set forth in Schedule 3.13.(b), Company has no leases of personal property involving consideration or other expenditure in excess of $5,000 or involving performance over a period of more than three months.

  • Prior Contracts This Contract supersedes and terminates, as of the date hereof, all prior contracts between the Fund and the Custodian relating to the custody of the Fund's assets.

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