Assumed Liabilities Sample Clauses

Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to assume and agree to pay, discharge and perform in accordance with their terms, only the following liabilities, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing (the “Assumed Liabilities”): (i) all liabilities, commitments and obligations arising under any of the Assumed Contracts to the extent such liabilities, commitments and obligations are required to be performed on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so included.

Assumed Liabilities. On the Closing Date, Buyer or the UniSource Designee acquiring the Assets shall deliver to Seller the Assignment and Assumption Agreement pursuant to which Buyer or such UniSource Designee shall assume and agree to discharge when due, without recourse to Seller, in accordance with the respective terms and subject to the respective conditions thereof, all of the Assumed Liabilities. All of the following liabilities and obligations of Seller or Buyer which relate to, or arise by virtue of Seller's or Buyer's ownership of the Assets or operation of the Business (other than Excluded Liabilities) are referred to collectively as the "Assumed Liabilities": (a) all liabilities and obligations of Seller or Buyer arising on or after the Closing Date under the Assigned Agreements, the Real Property Leases, and the Transferable Permits in accordance with the terms thereof, including, without limitation, the Assigned Agreements entered into by Seller (i) prior to the date hereof and (ii) after the date hereof consistent with the terms of this Agreement, except in each case to the extent such liabilities and obligations, but for a breach or default by Seller, would have been paid, performed or otherwise discharged on or prior to the Closing Date and are not otherwise included among the items causing an adjustment to the Base Purchase Price contemplated in Section 3.3 or to the extent the same arise out of any such breach or default or out of any event which after the giving of notice or passage of time or both would constitute a default by Seller; (b) all liabilities and obligations of Seller for accounts payable to the extent included among the items causing an adjustment to the Base Purchase Price contemplated in Section 3.3; (c) all liabilities and obligations associated with the Assets or the Business in respect of Taxes for which Buyer is liable pursuant to Section 3.4 or 6.10(a) hereof; (d) all liabilities and obligations of Seller or Buyer with respect to the Transferred Employees incurred on or after the Closing Date for which Buyer is responsible pursuant to Section 6.12; (e) all liabilities, responsibilities and obligations of Seller or Buyer arising under Environmental Laws or relating to Environmental Conditions or Regulated Substances (including common law liabilities relating to Environmental Conditions and Regulated Substances), whether such liability, responsibility or obligation is known or unknown, contingent or accrued as of the Closing Date, includin...

Assumed Liabilities. Subject to the terms and conditions of this Agreement, including, without limitation, the transfer of the Purchased Assets to Buyer, on the Closing Date, Buyer shall assume, and thereafter honor and fully and timely, pay, perform and discharge when due, the following Liabilities of Seller and shall perform all duties, responsibilities, and obligations of Seller under the following, to the extent that such Liabilities, duties, responsibilities and obligations arise or accrue after the Effective Time (collectively, the "Assumed Liabilities"): (a) the Deposits; (b) advances from Federal Home Loan Bank pursuant to agreements with the Federal Home Loan Bank of Pittsburgh; (c) commitments to purchase securities pursuant to Repurchase Agreements; (d) the obligations of Seller to BankPhiladelphia under the BankPhiladelphia Loan pursuant to that certain agreement titled "Loan Agreement", dated March 31, 2000, and as further amended on June 16, 2000; provided, however, that in the event that Buyer does not purchase the USA Bancshares Loan as a Purchased Asset, as provided herein, then Buyer shall not assume the obligations of Seller under the BankPhiladelphia Loan and said BankPhiladelphia Loan shall not be an Assumed Liability hereunder; (e) legal actions on Schedule G; (f) the contracts and personal property leases described in Schedule B; (g) the duties, obligations of Seller with respect to the safe deposit business conducted by Seller and the related agreements; (h) Seller's obligations under the Leases; and (i) additional Liabilities of Seller as listed on Schedule F hereto.

Assumed Liabilities. Transferee hereby assumes, as of and with effect from the Effective Time, and shall pay, perform and discharge any specific obligations, liabilities, Claims and litigation of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating to the Business (collectively, the “Assumed Liabilities”) including without limitation the following: a. All obligations and liabilities of Transferor under the Contracts; b. All obligations, liabilities and commitments in respect of any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time prior to the Closing Date in connection with the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the ...

Assumed Liabilities. In further consideration for the sale of the Assets, at the Closing, and subject to the other terms and conditions of this Agreement, Buyer will satisfy Buyer’s obligations under the Employee Agreement and will assume and agree to pay, perform and discharge when due, all the liabilities and obligations, of every kind or nature, of Seller or any of its Affiliates arising out of or relating to: (a) the ownership of the Assets and the conduct or operation of the Business prior to the Closing Date, other than the Retained Liabilities; (b) the ownership or use of the Assets by Buyer or the conduct or operation of the Business by Buyer, in each case on and after the Closing Date, including all liabilities, responsibilities and obligations relating to or arising from the following: (i) performance of the Assumed Contracts and Permits included in the Assets and assigned to Buyer at Closing, except that Buyer shall not assume any liabilities or obligations for (x) any breach or default by Seller under any such Contract or Permit occurring or arising prior to the Closing Date or (y) the payment of money with respect to any obligation arising under any such Contract or Permit prior to the Closing Date, except in the case of this clause (y) to the extent (and only to the extent) such obligation is reflected on the Base Statement (as adjusted pursuant to the Final Closing Statement) (such obligations and liabilities referred to in clauses (x) and (y), the “Retained Contract Liabilities”); (ii) (x) customer advances, customer deposits and construction advances, except in the case of this clause (x) to the extent (and only to the extent) such advances and deposits are reflected on the Base Statement (as adjusted pursuant to the Final Closing Statement), and (y) unperformed service obligations, Easement relocation obligations, and engineering and construction required to complete scheduled construction, construction work in progress, and other capital expenditure projects, and to the extent any such individual obligations set forth in this clause (y) exceed $1,000,000.00, as set forth on Schedule 2.2(b)(ii), in each case relating to the Business and outstanding on or arising after the Closing Date; (iii) the Assumed Environmental Liabilities; (iv) Taxes for periods on and after the Closing Date to the extent Buyer is obligated to pay such Taxes in accordance with Article XI; (v) Proceedings based on conduct, actions, inaction, facts, circumstances or conditions arising or...

Assumed Liabilities. Upon the terms and subject to the conditions and exclusions set forth in this Agreement, at the Closing, Purchaser shall, or shall cause the applicable Designated Purchasers to, assume and satisfy, pay, perform and discharge when due the following Liabilities of the Asset Seller Entities, to the extent arising out of or relating to acts or omissions in the conduct of the Triage Business or ownership of the Purchased Assets, whether accrued or fixed, known or unknown, absolute or contingent, matured or unmatured or determined or determinable as of the Closing Date, other than the Excluded Liabilities (all of the following Liabilities to be so assumed, satisfied or discharged being herein collectively called the “Assumed Liabilities”), and no Designated Purchaser or its Affiliates shall assume (by succession, transfer or assignment or otherwise) or have any responsibility for any other Liabilities of the Asset Seller Entities: (i) all Liabilities to the extent arising out of or relating to acts or omissions after the Closing in the conduct of the Triage Business or the ownership of the Purchased Assets from and after the Closing (except as expressly excluded pursuant to subclauses (1) and (2) of clause (ii) of this Section 2.02(a)); (ii) (A) to the extent related to the Triage Business, all Liabilities arising after Closing to the extent arising out of or resulting from: (1) Exclusive Contracts included in the Purchased Assets under Section 2.01(a)(iv)(B), Section 2.01(a)(v)(A), Section 2.01(a)(vi) and Section 2.01(a)(xviii)(C)(i), and (2) Shared Contracts included in the Purchased Assets under Section 2.01(a)(iv)(A), Section 2.01(a)(v)(B), and Section 2.01(a)(xviii)(C)(ii), and (B) to the extent related to the leasing, maintenance, outfitting, or other operation of the Transferred Real Property, all Liabilities arising after Closing to the extent arising out of or resulting from Contracts included in the Purchased Assets under Section 2.01(a)(xxii), except in each case to the extent (1) arising out of or relating to the performance or nonperformance by any Asset Seller Entity of any obligation that was required to be performed or fulfilled by such Asset Seller Entity prior to the Closing or (2) attributable to the acts or omissions of any Asset Seller Entity prior to the Closing; and (iii) all Liabilities for or with respect to which Purchaser bears responsibility pursuant to Article VII or Article VIII.

Assumed Liabilities. Section 2.3

Assumed Liabilities. On the basis of the representations, warranties, covenants and agreements and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing, the Buyer shall assume and agree to pay, perform and discharge when due the Assumed Liabilities.

Assumed Liabilities. As of the date hereof, Assignee hereby assumes and agrees to pay, perform and discharge, fully and completely, all liabilities, commitments, contracts, agreements, obligations or other claims against Assignor, whether known or unknown, asserted or unasserted, accrued or unaccrued, absolute or contingent, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise associated with the Former Business whenever arising (the “Liabilities”), including, but not limited to, the Liabilities listed on Exhibit B, and identified in part by reference to the Balance Sheet.