Assumed Liabilities; Excluded Liabilities. (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Seller the Assumed Liabilities.
Appears in 4 contracts
Samples: Asset Purchase Agreement, Voting Agreement (Aytu Bioscience, Inc), Voting Agreement (Cerecor Inc.)
Assumed Liabilities; Excluded Liabilities. (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Seller Sellers shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Seller Sellers the Assumed Liabilities.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Avadel Pharmaceuticals PLC), Asset Purchase Agreement (Cerecor Inc.), Asset Purchase Agreement (Cerecor Inc.)
Assumed Liabilities; Excluded Liabilities. (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Seller (or its applicable Affiliates) shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliateapplicable Affiliates), and Buyer (or its designated Affiliateapplicable Affiliates) shall assume from Seller (or its applicable Affiliates), the Assumed Liabilities.. “
Appears in 2 contracts
Samples: Asset Purchase Agreement (Gyroscope Therapeutics Holdings LTD), Asset Purchase Agreement (Gyroscope Therapeutics Holdings LTD)
Assumed Liabilities; Excluded Liabilities. (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Seller shall, and shall cause its Affiliates to, sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Seller and its applicable Affiliates, the Assumed Liabilities.
Appears in 1 contract
Samples: Asset Purchase Agreement (Yumanity Therapeutics, Inc.)
Assumed Liabilities; Excluded Liabilities. (a) Pursuant a)Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Seller and Seller Parent shall, and shall cause their Affiliates to, sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Seller, Seller Parent and their applicable Affiliates, the Assumed Liabilities.
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Assumed Liabilities; Excluded Liabilities. (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Seller shall, and shall cause its Affiliates to, sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Seller and its applicable Affiliates the Assumed Liabilities.
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Assumed Liabilities; Excluded Liabilities. (a) Pursuant Buyer agrees to the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Seller (i) those Liabilities, obligations and commitments incurred, accruing or to be performed after the Assumed Liabilities.Effective Time which arise under leases, contracts or agreements specifically assumed by Buyer pursuant to Section 2.01 hereof and which relate to Buyer’s operation or conduct of the Business after
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Assumed Liabilities; Excluded Liabilities. (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, the Seller Parties shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate)Buyer, and Buyer (or its designated Affiliate) shall assume from the Seller Parties, only the Assumed Liabilities.. “
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