Common use of Assumed Liabilities; Excluded Liabilities Clause in Contracts

Assumed Liabilities; Excluded Liabilities. (a) Upon the terms and subject to the conditions of this Agreement and as part of the consideration for the Purchased Assets, at the Closing, Buyer shall assume and agree to pay, perform, discharge and satisfy, as and when due, only the following liabilities and obligations of the Seller (the “Assumed Liabilities”), and no other liabilities or obligations:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Newpark Resources Inc), Asset Purchase Agreement (Newpark Resources Inc)

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Assumed Liabilities; Excluded Liabilities. (a) Upon the terms and subject to the conditions of set forth in this Agreement and as part of the consideration for the Purchased AssetsAgreement, at the Asset Closing, Buyer Purchaser shall assume and agree to assume, pay, perform, perform and discharge and satisfy, as and when due, only due the following liabilities and obligations Liabilities of the Seller Company and its Subsidiaries (in each case after taking into account the effects of, and assuming the completion of, the Restructuring), other than the Excluded Liabilities (the “Assumed Liabilities”), and no other liabilities or obligations:):

Appears in 2 contracts

Samples: Asset Purchase Agreement (GL Trade Overseas, Inc.), Asset Purchase Agreement (Sungard Capital Corp Ii)

Assumed Liabilities; Excluded Liabilities. (a) Upon the terms and subject to the conditions of this Agreement and as part of the consideration for the Purchased Assets, at At the Closing, Buyer shall assume and shall agree to pay, performdefend, discharge and satisfy, perform as and when due, due and performable by appropriate instruments in a form reasonably satisfactory to the Parties only the following liabilities and obligations specific Liabilities of the Seller (Company, except to the “Assumed extent that any of the following constitute Excluded Liabilities”), and no other liabilities or obligations:

Appears in 2 contracts

Samples: Asset Purchase Agreement (NeuroMetrix, Inc.), Asset Purchase Agreement (NeuroMetrix, Inc.)

Assumed Liabilities; Excluded Liabilities. (a) Upon the terms and subject to the conditions of set forth in this Agreement and as part of the consideration for the Purchased AssetsAgreement, at the Closing, Buyer shall accept, assume and agree to pay, perform, fulfill and discharge when due any and satisfy, as and when due, only the following liabilities and obligations of the Seller (the “all Assumed Liabilities”). From and after the Closing, Buyer shall indemnify Seller in respect of, and no other liabilities hold Seller harmless against, any and all Losses incurred or obligations:suffered by Seller or any of its Affiliates to the extent arising out of or resulting from the Assumed Liabilities.

Appears in 2 contracts

Samples: Purchase Agreement (Welbilt, Inc.), Purchase Agreement (PENTAIR PLC)

Assumed Liabilities; Excluded Liabilities. (a) Upon the terms and subject to the conditions of set forth in this Agreement and as part of the consideration for the Purchased AssetsAgreement, at the Closing, Buyer Buyers shall assume and agree to pay, perform, perform and discharge and satisfy, as and when due, only due in accordance with their respective terms without recourse to Sellers all of the following liabilities and obligations Liabilities of the Seller Sellers (collectively, the “Assumed Liabilities”), and no other liabilities or obligationsLiabilities:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Sunoco LP), Asset Purchase Agreement (Sunoco LP)

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Assumed Liabilities; Excluded Liabilities. (a) Upon Pursuant to the terms and subject to the conditions of this Agreement and as part of the consideration for the Purchased AssetsAgreement, at the Closing, Buyer Sellers shall assign to Purchaser, and Purchaser shall assume and agree to pay, perform, discharge and satisfy, as and when duefrom Sellers, only the following liabilities and obligations of the Seller (the “Assumed Liabilities”), and no other liabilities or obligations:. “

Appears in 1 contract

Samples: Asset Purchase Agreement (Telular Corp)

Assumed Liabilities; Excluded Liabilities. (a) Upon the terms On and subject to the terms and conditions of this Agreement and Agreement, Buyer shall, effective as part of the consideration for the Purchased AssetsClosing Date, at the Closing, Buyer shall assume and agree to thereafter pay, perform, perform and discharge and satisfy, as and when due, due only the following liabilities and obligations Liabilities of the Seller Sellers or any of their respective Affiliates (collectively, the “Assumed Liabilities”), and no other liabilities or obligations:):

Appears in 1 contract

Samples: Asset Purchase Agreement (Seagate Technology Holdings PLC)

Assumed Liabilities; Excluded Liabilities. (a) Upon the terms and subject to the conditions of set forth in this Agreement and as part of the consideration for the Purchased AssetsAgreement, at the Closing, Buyer Buyers shall assume and agree to pay, perform, perform and discharge and satisfy, as and when due, due in accordance with their respective terms only the following liabilities and obligations Liabilities of the Seller Sellers (collectively, the “Assumed Liabilities”), and no other liabilities or obligationsLiabilities:

Appears in 1 contract

Samples: Asset Purchase Agreement (CST Brands, Inc.)

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