ASSUMED LIABILITIES SCHEDULE Clause Samples
The Assumed Liabilities Schedule is a contractual provision that lists specific debts, obligations, or responsibilities that one party agrees to take on from another, typically in the context of an asset purchase or business acquisition. This schedule details which liabilities, such as outstanding vendor payments or ongoing service contracts, will be transferred to the buyer as part of the transaction. Its core practical function is to clearly delineate which liabilities are being assumed, thereby preventing disputes and ensuring both parties understand their respective obligations post-closing.
ASSUMED LIABILITIES SCHEDULE. A schedule of the Assumed Liabilities as of two (2) days before the Closing Date; and
ASSUMED LIABILITIES SCHEDULE. Buyer does not and shall not assume or become obligated to pay any liabilities of Seller of any kind, whether incurred, accrued, or arising prior to or after the Closing, and all such liabilities shall remain the sole responsibility of Seller, which Seller agrees to pay and satisfy in full and in a timely manner. Without limiting the generality of the foregoing, and notwithstanding any implication (as opposed to express statement) to the contrary contained in this Section 1.3 above, the Assumed Liabilities do not encompass any liability of or to any officer or shareholder of Seller and also do not encompass any of Seller's liabilities or obligations:
(A) under this Agreement;