Common use of Assumed Liabilities Clause in Contracts

Assumed Liabilities. On the Closing Date, but effective as of the Effective Time, Buyer shall assume and agree to discharge only the following Liabilities of Seller (the "Assumed Liabilities"):

Appears in 15 contracts

Samples: Asset Purchase Agreement, Asset Purchase and Assumption Agreement (Fuel Systems Solutions, Inc.), Asset Purchase Agreement (Aberdeen Idaho Mining Co)

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Assumed Liabilities. On the Closing Date, but effective as of the Effective Time, Date Buyer shall assume and agree to discharge only the following Liabilities of Seller (the "Assumed Liabilities"):

Appears in 10 contracts

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

Assumed Liabilities. On the Closing Date, but effective as of the Effective Time, Buyer shall assume and agree to discharge only the following Liabilities of Seller (the "Assumed Liabilities"):

Appears in 8 contracts

Samples: Asset Purchase Agreement (Widepoint Corp), Asset Purchase Agreement (cbdMD, Inc.), Asset Purchase Agreement (Intercloud Systems, Inc.)

Assumed Liabilities. On the Closing Date, but effective as of the Effective TimeClosing, Buyer shall assume and agree to discharge only the following Liabilities liabilities of Seller (the "Assumed Liabilities"):) :

Appears in 7 contracts

Samples: Asset Purchase Agreement (Resourcing Solutions Group Inc), Asset Purchase Agreement (Resourcing Solutions Group Inc), Asset Purchase Agreement (Resourcing Solutions Group Inc)

Assumed Liabilities. On the Closing Date, but effective as of the Effective Time, Buyer shall assume and agree to discharge only the following Liabilities of Seller (the "Assumed Liabilities"):

Appears in 4 contracts

Samples: Asset Purchase Agreement (National Coal Corp), Asset Purchase Agreement (Insight Health Services Holdings Corp), Asset Purchase Agreement (Chad Therapeutics Inc)

Assumed Liabilities. On the Closing Date, but effective as of the Effective Time, Buyer shall assume and agree to discharge only the Liabilities reflected on the Closing Balance Sheet that are unpaid as of the Effective Time and the following Liabilities of Seller Sellers (the "Assumed Liabilities"):

Appears in 4 contracts

Samples: Asset Purchase Agreement (Stewart & Stevenson LLC), Asset Purchase Agreement (Stewart & Stevenson LLC), Asset Purchase Agreement (Stewart & Stevenson Services Inc)

Assumed Liabilities. On the Closing Date, but effective as of the Closing Effective Time, Buyer shall assume and agree to discharge only the following Liabilities of Seller (the "Assumed Liabilities"):

Appears in 3 contracts

Samples: Asset Purchase Agreement (HOOKER FURNISHINGS Corp), Asset Purchase Agreement (Luna Innovations Inc), Asset Purchase Agreement (Hooker Furniture Corp)

Assumed Liabilities. On the Closing Date, but effective as of the Effective Time, Buyer shall assume and agree to discharge only the following Liabilities of Seller Sellers (the "Assumed Liabilities"):

Appears in 3 contracts

Samples: Asset Purchase Agreement (Cotelligent Inc), Asset Purchase Agreement (Stewart & Stevenson Services Inc), Asset Purchase Agreement (Cotelligent Inc)

Assumed Liabilities. On the Closing Date, but effective as of the Effective Time, Buyer shall assume and agree to discharge only the following Liabilities specifically enumerated obligations and liabilities of Seller (the "Assumed Liabilities"):

Appears in 3 contracts

Samples: Asset Purchase Agreement (Star Buffet Inc), Asset Purchase Agreement (Star Buffet Inc), Asset Purchase Agreement (Star Buffet Inc)

Assumed Liabilities. On At the Closing DateClosing, but effective as of the Effective Time, Buyer Purchaser shall assume and agree to discharge only the following Liabilities of the Seller (the "Assumed Liabilities"):

Appears in 3 contracts

Samples: Asset Purchase Agreement (Infrasource Services Inc), Asset Purchase Agreement (Infrasource Services Inc), Asset Purchase Agreement (Infrasource Services Inc)

Assumed Liabilities. On and effective as of the Closing Date, but effective as of the Effective Time, Buyer Purchaser shall assume and agree to discharge only the following Liabilities of Seller Company (the "Assumed Liabilities"):

Appears in 3 contracts

Samples: Asset Purchase Agreement (North American Scientific Inc), Asset Purchase Agreement (North American Scientific Inc), Asset Purchase Agreement (North American Scientific Inc)

Assumed Liabilities. On the Closing Date, but and effective as of the Effective Time, Buyer shall will assume and agree to discharge only the following Liabilities of Seller (the "Assumed Liabilities"):Business as of the Closing Date, whether or not disclosed in the Financials:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Spectrum Control Inc), Asset Purchase Agreement (Remec Inc)

Assumed Liabilities. On the Closing Date, but effective as of the Effective Time, Buyer shall assume and agree to timely pay, perform and discharge only the following Liabilities of Seller (the "Assumed Liabilities"):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Noble International LTD), Asset Purchase Agreement (Eagle Picher Holdings Inc)

Assumed Liabilities. On the Closing Date, but effective as of the Effective Time, Buyer shall assume and agree to discharge only the following Liabilities of Seller Sellers (the "Assumed Liabilities"):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Right Start Inc /Ca), Asset Purchase Agreement (Axt Inc)

Assumed Liabilities. On At the Closing Date, but and effective as of the Effective TimeClosing Date, Buyer shall assume and agree to thereafter perform, pay and discharge in accordance with their terms only the following Liabilities of Seller (collectively, the "Assumed Liabilities"):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Renegy Holdings, Inc.), Asset Purchase Agreement (Catalytica Energy Systems Inc)

Assumed Liabilities. On As of the Closing Date, but effective as of the Effective Time, Buyer shall assume and agree to discharge only the following Liabilities liabilities of Seller (the "Assumed Liabilities"):”), without deduction from or other adjustment of the Purchase Price:

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Alexander & Baldwin, Inc.), Purchase and Sale Agreement (Alexander & Baldwin, Inc.)

Assumed Liabilities. On the Closing Date, but effective as of the Effective Time, Buyer shall assume and agree to discharge only the following Liabilities of Seller listed in Schedule 2.4(a) attached hereto (the "Assumed Liabilities"):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Nexgen Biofuels LTD), Asset Purchase Agreement (Nexgen Biofuels LTD)

Assumed Liabilities. On the Closing Date, but effective as of the Effective Time, Buyer shall assume and agree to discharge only the following Liabilities of Seller (the "Assumed LiabilitiesASSUMED LIABILITIES"):

Appears in 2 contracts

Samples: Asset Purchase Agreement (F5 Networks Inc), Asset Purchase Agreement (Exfo Electro Optical Engineering Inc)

Assumed Liabilities. On the Closing Date, but effective as of the Effective Time, the Buyer shall assume and agree to discharge only the following Liabilities of Seller (the "Assumed Liabilities"):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Allete Inc), Asset Purchase Agreement (Allete Inc)

Assumed Liabilities. On the Closing Date, but effective as of the Effective Time, Buyer shall assume and agree to discharge only the following Liabilities of Seller Sellers (the "Assumed Liabilities"):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Schawk Inc), Asset Purchase Agreement

Assumed Liabilities. On the Closing Date, but effective as of the Effective TimeClosing, Buyer shall assume and agree to discharge only the following Liabilities of Seller (the "Assumed Liabilities"):

Appears in 2 contracts

Samples: Security Agreement (Viva International Inc), Asset Purchase Agreement (Jordan 1 Holdings Co)

Assumed Liabilities. On the Closing Date, but effective as of the Effective Time, Buyer shall assume and agree to discharge only the following Liabilities of Seller Seller, as of the Closing Date (the "Assumed Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Express-1 Expedited Solutions Inc)

Assumed Liabilities. On the Closing Date, but effective as of the Effective Time, Buyer shall assume and agree to discharge only the following Liabilities of Seller (the "‘‘Assumed Liabilities"’’):

Appears in 1 contract

Samples: jimstclair.com

Assumed Liabilities. On At the Closing Date, but effective as of the Effective Time, Buyer Buyers shall assume and agree to discharge only the following Liabilities liabilities of Seller the Sellers, effective as of the Effective Time (the "Assumed Liabilities"):) :

Appears in 1 contract

Samples: Asset Purchase Agreement (Hunt Corp)

Assumed Liabilities. On With respect to the Business, on the Closing Date, but effective as of the Effective Time, Buyer shall assume and agree to fully satisfy and discharge in accordance with their terms only the following Liabilities liabilities of Seller (the "Assumed Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Yp Corp)

Assumed Liabilities. On the Closing Date, but effective as of the Effective Time, Buyer shall assume and agree to discharge only the following Liabilities of a Seller with respect to the Purchased Assets (the "Assumed Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Regal Entertainment Group)

Assumed Liabilities. On the Closing Date, but effective as of the Effective Time, Buyer shall assume and agree to discharge only the following Liabilities and obligations of Seller the Sellers (the "Assumed Liabilities"”), but only to the extent not retained under Section 2.4(b)(i) through (xv):

Appears in 1 contract

Samples: Asset Purchase Agreement (Joy Global Inc)

Assumed Liabilities. On the Closing Date, but effective as of the Effective Time, Buyer shall assume and agree to discharge only the following Liabilities of Seller expressly assumed by Buyer pursuant to the provisions of this Agreement (the "Assumed Liabilities"):”).

Appears in 1 contract

Samples: Asset Purchase Agreement (MGP Ingredients Inc)

Assumed Liabilities. On the Closing Date, but effective as of the Effective Time, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (the "Assumed Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Intricon Corp)

Assumed Liabilities. On the Closing Date, but effective as of the Effective Time, Buyer or the Buyer Designees (as the case may be) shall assume and agree to discharge only the following Liabilities of Seller Sellers (the "Assumed Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Chanticleer Holdings, Inc.)

Assumed Liabilities. On At the Closing DateClosing, but effective as of the Effective TimeClosing Date, Buyer shall assume and agree to discharge when due only the following Liabilities of Seller (the "Assumed Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Ceco Environmental Corp)

Assumed Liabilities. On At the Closing DateClosing, but effective as of the Effective TimeClosing Date, Buyer shall assume and agree to discharge when due only the following Liabilities of Seller Sellers (the "Assumed Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Ceco Environmental Corp)

Assumed Liabilities. On the Closing Date, but effective as of the Effective Time, Buyer shall assume and agree to discharge only the following Liabilities of Seller the Divisions (the "Assumed Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Astec Industries Inc)

Assumed Liabilities. On At the Closing Date, but effective as of the Effective Time, Buyer shall assume and agree to discharge only the following Liabilities liabilities of Seller the Seller, effective as of the Effective Time (the "Assumed Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Hunt Corp)

Assumed Liabilities. On the Closing Date, but effective as of the Effective Time, Buyer shall assume and agree to discharge only the following Liabilities of Seller the Sellers (collectively, the "Assumed Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Compucredit Corp)

Assumed Liabilities. On the Closing Date, but effective as of the Effective Time, Buyer shall assume and agree to timely pay, perform and discharge only all of the following Liabilities of Seller (the "Assumed Liabilities"):), including without limitation the following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Noble International LTD)

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Assumed Liabilities. On Effective as of the Closing Date, but effective as of the Effective Time, Buyer shall assume and agree to discharge or otherwise satisfy only the following Liabilities of Seller (the "Assumed Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Ch2m Hill Companies LTD)

Assumed Liabilities. On the Closing Date, but Date and effective as of the Effective Time, Buyer shall shall, except to the extent excluded pursuant to Section 2.3(b), assume and agree to discharge only the following Liabilities of Seller the Business (the "Assumed Liabilities"):”), including:

Appears in 1 contract

Samples: Asset Purchase Agreement (Ddi Corp)

Assumed Liabilities. On the Closing Date, but effective as of the Effective Time, Buyer Purchaser shall assume and agree to discharge only the following Liabilities liabilities of Seller (the "Assumed Liabilities"):

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement

Assumed Liabilities. On the Closing Date, but effective as of the Effective Time, Buyer shall assume and agree to discharge only the following Liabilities of Seller Sellers (the "Assumed Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Radnor Holdings Corp)

Assumed Liabilities. On Effective on the Closing Date, but effective Date (as of the Effective Timedefined in Section 1.6), Buyer shall assume and agree to discharge only the following Liabilities Liabilities(as defined in Section 1.3(b)) of Seller the Company and the Subsidiaries (the "Assumed Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (National Research Corp)

Assumed Liabilities. On the Closing Date, but effective as of the Effective Time, Buyer shall assume and agree agrees to discharge only the following Liabilities of Seller (the "Assumed Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Cabot Microelectronics Corp)

Assumed Liabilities. On the Closing Date, but effective as of the Effective Time, Buyer shall assume and agree to discharge only the following Liabilities of Seller Sellers (the "Assumed Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Stewart & Stevenson Funding Corp.)

Assumed Liabilities. On and effective as of the Closing Date, but effective as of the Effective Time, Buyer Purchaser shall assume and agree to discharge only the following Liabilities of Seller Vendor (the "Assumed Liabilities"):

Appears in 1 contract

Samples: Agreement (North American Scientific Inc)

Assumed Liabilities. On the Closing Date, but effective as of the Effective Time, Buyer shall assume and agree to discharge all of the Liabilities (and only those Liabilities) of Sellers that relate to or arose out of the following operation of the Business other than the Retained Liabilities of Seller (the "Assumed Liabilities"):”), as set forth below:

Appears in 1 contract

Samples: Asset Purchase Agreement (TRM Corp)

Assumed Liabilities. On the Closing Date, but effective as of the Effective Time, Buyer shall assume and agree to discharge only the following Liabilities of the Seller (the "Assumed Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Agilysys Inc)

Assumed Liabilities. On As of the Closing Date, but effective as of the Effective Time, Buyer shall assume and agree to discharge only the following Liabilities liabilities of the Seller effective as of the Effective Time (the "Assumed Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Hunt Corp)

Assumed Liabilities. On the Closing Date, but effective as of the Effective Time, Buyer shall assume and agree to discharge only the following Liabilities of Seller Parties (the "Assumed Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Sysorex Global)

Assumed Liabilities. On Buyer agrees, effective as of the Closing Date, but effective as of the Effective Timeto assume, Buyer shall assume pay, defend, discharge, and agree to discharge only perform the following Liabilities liabilities of Seller (the "Assumed Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Vitesse Semiconductor Corp)

Assumed Liabilities. On the Closing Date, but Date and effective as of the Effective Time, Buyer Buyers shall assume and agree to discharge only the following all Liabilities of Seller other than the Retained Liabilities (collectively, the "Assumed Liabilities"):), including:

Appears in 1 contract

Samples: Asset Purchase Agreement (Cti Molecular Imaging Inc)

Assumed Liabilities. On the Closing Date, but effective as of the Effective Time, Buyer shall assume and agree to fully satisfy and discharge only in accordance with their respective terms the following Liabilities of Seller (the "Assumed Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Matrixx Initiatives Inc)

Assumed Liabilities. On the Closing Date, but effective as of the Effective Time, Buyer shall assume and agree to discharge only the following Liabilities liabilities of Seller (the "Assumed Liabilities"):): -------------------

Appears in 1 contract

Samples: Asset Purchase Agreement (Balchem Corp)

Assumed Liabilities. On At the Closing DateClosing, but effective as of the Effective Time, Buyer Purchaser shall assume and agree to discharge and perform when due only the following Liabilities of Seller as the same shall exist on the Closing Date (collectively, the "Assumed Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Trustwave Holdings, Inc.)

Assumed Liabilities. On the Closing Date, Date but effective as of the -------------------- Effective Time, Buyer shall assume and agree to discharge only the following Liabilities of Seller (the "Assumed Liabilities"):): (i) any account payable reflected on the Closing Balance Sheet (other than an account payable to the Shareholder or a Related Person of Seller or the Shareholder) that remains unpaid as of the Effective Time; (ii)

Appears in 1 contract

Samples: Asset Purchase Agreement (Gsi Group Inc)

Assumed Liabilities. On the Closing Date, but effective as of the Effective Time, Buyer shall assume and agree to discharge only the following Liabilities of the Seller (the "Assumed Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Connecticut Water Service Inc / Ct)

Assumed Liabilities. On As of the Closing Date, but effective as of the Effective Time, Buyer shall assume and agree to discharge only the following Liabilities of Seller (the "Assumed Liabilities"):”): Table of Contents

Appears in 1 contract

Samples: Asset Purchase Agreement (Franklin Covey Co)

Assumed Liabilities. On the Closing Date, but effective as of the Effective Time, Buyer shall assume and agree to timely pay, perform and discharge only the following Liabilities of Seller Company (the "Assumed Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Noble International LTD)

Assumed Liabilities. On the Closing Date, but effective as of the Effective Time, Buyer shall will assume and agree to pay, perform or otherwise discharge only the following Liabilities of Seller (the "Assumed Liabilities"):) as follows:

Appears in 1 contract

Samples: Asset Purchase Agreement (Tarpon Industries, Inc.)

Assumed Liabilities. On Effective as of the Closing Date, but effective as of the Effective Time, Buyer Purchaser shall assume and agree hereby agrees to pay or otherwise discharge only the following Liabilities liabilities of Seller as they exist on the Closing Date (the "Assumed Liabilities"):

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Spartech Corp)

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