Assumed Liabilities and Obligations. On the Closing Date, Purchaser shall acquire the Purchased Assets subject only to, and shall undertake, assume, perform and otherwise pay, satisfy and discharge, and hold Seller harmless from the following liabilities and obligations, excluding any liabilities and obligations to Affiliates of Seller (collectively, the "Assumed Liabilities"):
Assumed Liabilities and Obligations. At Closing, Buyer shall assume and discharge the following liabilities and obligations (“Assumed Liabilities and Obligations”):
Assumed Liabilities and Obligations. At the Closing, Buyer shall deliver to Seller the Assignment and Assumption Agreement pursuant to which Buyer shall assume and agree to discharge when due, the following specific Liabilities and certain liabilities for Taxes of Seller that relate to the Included Assets or are otherwise specified below (collectively, "Assumed Liabilities and Obligations"):
Assumed Liabilities and Obligations. Subject to the terms and conditions set forth in this Agreement, Company agrees to assume at Closing only those costs and liabilities associated with the Business that are to be described on Schedule 1.3 to be attached to this Agreement at or prior to Closing (collectively, the "Assumed Liabilities"), and no others. Except for the Assumed Liabilities, Company will not assume or agree to pay, perform, or discharge, and Contributing Party will remain liable for, any cost, debt, obligation, tax, or liability, whether known or unknown, contingent or otherwise, of Contributing Party of any kind or nature whatsoever.
Assumed Liabilities and Obligations. Buyer hereby assumes and agrees to discharge promptly as they become due any and all liabilities and obligations and agreements related to or arising from the operation of ______ Contributed Business or the ownership of the Contributed Assets, including all contracts and obligations which constitute Contributed Assets or to which the Contributed Assets are subject or by which they are bound, all of which liabilities and obligations are set forth on Schedule _____3 (the "Assumed Liabilities"); provided, however, that notwithstanding the foregoing, none of the Excluded Liabilities (as defined below) shall be included as Assumed Liabilities. Buyer shall forever defend, indemnify and hold harmless Seller from and against any and all liabilities, obligations, claims, damages, costs and expenses (including court costs and reasonable attorneys' fees) related to or arising from Buyer's failure to fully perform and discharge the responsibilities of Seller with respect to the Assumed Liabilities. Buyer further agrees to pay and discharge all such liabilities and obligations as they become due.
Assumed Liabilities and Obligations. Buyer hereby acquires the Purchased Assets subject only to, and shall undertake, assume, perform and otherwise pay, satisfy and discharge, and hold Seller harmless from, the liabilities and obligations set forth in this Section 2.3 or relating hereto.
Assumed Liabilities and Obligations. On the Closing Date and at the Closing, the Seller shall assign to the Buyer, and the Buyer shall assume and agree to thereafter pay, satisfy, perform and discharge, when due, the Assumed Liabilities.
Assumed Liabilities and Obligations. On the Closing Date, Buyer shall deliver to Seller the Assignment and Assumption Agreement pursuant to which Buyer shall assume and agree to pay, perform and discharge when due, all of the Liabilities of Seller that relate to the Zion Assets or are otherwise specified below, other than the Excluded Liabilities (collectively, “Assumed Liabilities”), including:
Assumed Liabilities and Obligations. On the terms and subject to the conditions and exceptions contained herein, as of the Closing Date, Buyer agrees to assume and become responsible for (unless otherwise specified herein) only (i) Seller’s obligations to be performed on or after the Closing Date pursuant to and in accordance with the Assumed Contracts, subject to Section 2.5 hereof; (ii) accounts payable, accruals and other obligations existing as of the Closing Date and arising in the ordinary course of the Acquired Business in an amount not to exceed $376,000 in the aggregate; (iii) any Liability relating to the Assets or the Acquired Business that may arise, accrue or occur on or after the Closing Date and which is not the result of an action or omission of Seller prior to or otherwise due by Seller as of the Closing Date; and (iv) Liabilities in the aggregate amount of up to $21,000 for any accrued but unused personal, sick, or vacation time or other paid time off to which any employee of Seller is entitled (collectively, the “Assumed Liabilities”) and Buyer does not assume and will not be responsible or liable for any other Liabilities and obligations of Seller (including, without limitation, the Excluded Liabilities set forth in Section 2.4). Seller shall not amend, adjust or compromise any Assumed Liabilities from the date hereof without the prior knowledge and written consent of Buyer.
Assumed Liabilities and Obligations. On the terms and subject to the conditions and exceptions contained herein, as of the Closing Date, Buyer shall assume and become responsible for only those obligations specified on Schedule 2.3 (the “Assumed Liabilities”), and Buyer does not assume and will not be responsible or liable for any other Liabilities or obligations of Seller. Seller shall not amend, adjust or compromise any Assumed Liabilities from the date hereof without the prior written consent of Buyer.
