Common use of Assumed Liabilities Clause in Contracts

Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, the Purchaser shall assume effective as of the Closing, and from and after the Closing the Purchaser shall pay, discharge or perform when due, as appropriate, the following Liabilities of the Business (collectively, the “Assumed Liabilities”):

Appears in 3 contracts

Samples: Asset Purchase Agreement (New Media Investment Group Inc.), Asset Purchase Agreement (New Media Investment Group Inc.), Assignment Agreement (New York Times Co)

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Assumed Liabilities. Upon the terms and subject to the conditions of set forth in this Agreement, the Purchaser shall assume effective Buyer agrees that as of of, and at all times after, the Closing, Buyer shall assume, and from satisfy, perform, pay and after the Closing the Purchaser shall paydischarge as and when due and payable, discharge or perform when dueand otherwise be solely responsible for, as appropriate, each of the following Liabilities of the Business (collectively, the “Assumed Liabilities”):

Appears in 3 contracts

Samples: Asset Purchase Agreement (Trump Entertainment Resorts, Inc.), Asset Purchase Agreement (Trump Entertainment Resorts, Inc.), Asset Purchase Agreement (Trump Entertainment Resorts Holdings Lp)

Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, Purchaser agrees, effective at the Purchaser shall assume effective as time of the Closing, and from and after the Closing the Purchaser shall to assume, pay, discharge perform and discharge, promptly when payment or perform when due, as appropriateperformance is due or required, the following Liabilities liabilities and obligations of Seller or the Business (collectively, the “Assumed Liabilities”):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Healthessentials Solutions Inc), Asset Purchase Agreement (Atherogenics Inc)

Assumed Liabilities. Upon the terms and subject to the conditions of set forth in this Agreement, the Purchaser shall assume shall, effective as of upon the Closing, and from and after the Closing the Purchaser shall assume, pay, perform and discharge or perform when due, as appropriate, the following Liabilities of the Business (collectively, the “all Assumed Liabilities”):.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Tonix Pharmaceuticals Holding Corp.), Asset Purchase Agreement (Biodelivery Sciences International Inc)

Assumed Liabilities. Upon the terms and subject to the conditions of set forth in this Agreement, the Purchaser shall assume effective Buyer agrees that as of of, and at all times after, the Closing, Buyer shall assume, and from satisfy, perform, pay and after the Closing the Purchaser shall paydischarge as and when due and payable, discharge or perform when dueand otherwise be solely responsible for, as appropriate, each of the following Liabilities of the Business (collectively, the “Assumed Liabilities”):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Isle of Capri Casinos Inc), Option Agreement (Isle of Capri Casinos Inc)

Assumed Liabilities. Upon At the Closing, upon the terms and subject to the conditions of set forth in this Agreement, the Purchaser shall assume effective as of the Closingassume, pay and from and discharge, whether accruing before or after the Closing Date, all the Purchaser shall payfollowing, discharge or perform when dueand only the following, as appropriate, the following Liabilities of the Business Sellers and their Affiliates Related to the Business, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”):

Appears in 2 contracts

Samples: Stock and Asset Purchase Agreement (Scholastic Corp), Stock and Asset Purchase Agreement (Houghton Mifflin Harcourt Co)

Assumed Liabilities. Upon On the terms and subject to the conditions of set forth in this Agreement, the Purchaser shall assume effective as of the Closing, and from and after at the Closing the Purchaser or its permitted designee shall assume from the Sellers and thereafter pay, perform or otherwise discharge or perform when duein accordance with their respective terms and subject to the respective conditions thereof, as appropriate, only the following Liabilities of the Business liabilities (collectively, the “Assumed Liabilities”):) and no others:

Appears in 2 contracts

Samples: Asset Purchase Agreement (U S Energy Systems Inc), Asset Purchase Agreement (Silver Point Capital L.P.)

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, the Purchaser shall assume assume, effective as of the Closing, and from and after the Closing the Purchaser shall pay, perform and discharge or perform when due, as appropriate, only the following Liabilities liabilities, obligations and commitments of Seller and its Affiliates (the Business (collectively, the “"Assumed Liabilities”):")

Appears in 2 contracts

Samples: Asset Purchase Agreement (Warner Chilcott Inc), Asset Purchase Agreement (Warner Chilcott PLC)

Assumed Liabilities. Upon In accordance with the terms and subject to the conditions provisions of this Agreement, the Purchaser shall assume effective as of at the Closing, and from and after the Closing the Purchaser shall pay, discharge will assume and pay or perform and discharge when due, as appropriate, due only the following Liabilities of the Business Sellers to the extent relating to the Project or the Purchased Assets (collectively, the “Assumed Liabilities”):

Appears in 2 contracts

Samples: Asset Sale and Purchase Agreement, Asset Sale and Purchase Agreement (Tactile Systems Technology Inc)

Assumed Liabilities. Upon Subject to the terms and subject to the conditions of this Agreement, the Purchaser shall assume effective the following liabilities as of the Closing, and from and after the Closing the Purchaser shall pay, discharge or perform when due, as appropriate, the following Liabilities of the Business (collectively, the “Assumed Liabilities”)::

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement

Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, the Purchaser after Closing, Buyer shall assume effective as of the Closing, and from and after the Closing the Purchaser shall pay, discharge or and perform when due, as appropriate, the following Liabilities of solely to the extent related to the Business (individually and collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Realpage Inc)

Assumed Liabilities. Upon Subject to the terms and subject to the conditions of this AgreementAgreement (including Section 2.16 with respect to the Deferred Liabilities), the Purchaser shall assume effective as of the Closing, and from and after at the Closing (but with effect from the Closing Effective Time), Purchaser shall, or shall paycause the applicable Purchaser Designee to, assume and discharge or and perform when due, as appropriate, due all of the following Liabilities of the Business (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (GCP Applied Technologies Inc.)

Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, the Purchaser shall assume effective as of at the Closing, Buyer shall assume, and from and after the Closing the Purchaser thereafter shall pay, discharge or and perform when due, as appropriate, the following Liabilities of Liabilities, solely to the extent related to the Business (individually and collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Realpage Inc)

Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Purchaser shall assume effective as of the Closingassume, and from and after the Closing the Purchaser shall pay, perform, satisfy, and discharge (or perform cause to be paid, performed, satisfied, and discharged on behalf of the Purchaser) when due, as appropriate, the following Liabilities of the Business Seller related to the Transferred Assets (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Assignment and Asset Purchase Agreement (Unicycive Therapeutics, Inc.)

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, the Purchaser shall assume assume, effective as of the Closing, and from and after the Closing the Closing, Purchaser shall pay, perform and discharge or perform when due, as appropriate, only the following Liabilities liabilities, obligations and commitments of Seller and its Affiliates (the Business (collectively, the “"Assumed Liabilities”):").

Appears in 1 contract

Samples: Assumption Agreement (Galen Holdings PLC)

Assumed Liabilities. Upon On the terms and subject to the conditions of set forth in this Agreement, at the Closing, the Purchaser shall assume effective as of from the Closing, Seller and from and after the Closing the Purchaser shall thereafter pay, perform or discharge or perform when due, as appropriate, in accordance with their terms the following Liabilities of liabilities (the Business (collectively, the “"Assumed Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Strouds Inc)

Assumed Liabilities. Upon At Closing, on the terms and subject to the conditions of set forth in this Agreement, the Purchaser shall assume effective as of the Closing, and from and after the Closing the Purchaser shall pay, perform and discharge or perform when due, as appropriate, due only the following Liabilities relating to or arising out of the Business (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Hexcel Corp /De/)

Assumed Liabilities. Upon At the Closing, on the terms and subject to the conditions of set forth in this Agreement, the Purchaser shall assume (on its own or jointly and severally with its designated Subsidiaries), effective as of the Closing, assume and from and after the Closing the Purchaser shall satisfy, pay, perform and discharge or perform when due, as appropriate, due the following Liabilities of the Business (collectively, collectively the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Qlogic Corp)

Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, the Purchaser Buyer shall assume effective as of the Closing, and from and after the Closing the Purchaser Buyer shall pay, discharge or perform when due, as appropriate, the following Liabilities of the Business (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Salon Media Group Inc)

Assumed Liabilities. Upon On the terms and subject to the conditions of set forth in this Agreement, the Purchaser shall assume effective as of at the Closing, and from and after the Closing the Purchaser shall agrees, effective at the time of Closing, to pay, discharge discharge, assume or perform when dueperform, as appropriate, all of the following Liabilities of and obligations of the Business Selling Group and no other Liabilities (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset and Share Purchase Agreement (Concurrent Computer Corp/De)

Assumed Liabilities. Upon Subject to the terms and subject to the conditions of this Agreement, the Purchaser shall assume effective as of at the Closing, and from and after the Closing the Purchaser shall, and shall paycause the Designated Purchaser to, assume and become responsible for, and perform, discharge or perform and pay when due, as appropriate, solely the following Liabilities described in clauses (a) through (e) of the Business this Section 2.1.2 (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Transaction Agreement

Assumed Liabilities. Upon Subject to the terms and subject to the conditions of this Agreement, at the Closing, Purchaser shall assume effective as of the Closing, and from and after the Closing the Purchaser shall hereby agrees to pay, satisfy, discharge or and perform when due, as appropriate, only the following Liabilities of Seller and its Affiliates related to or arising out of the Purchased Assets or the Business (collectively, the “Assumed Liabilities”):

Appears in 1 contract

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

Assumed Liabilities. Upon Subject to the terms and subject to the conditions of this Agreement, Purchaser, effective at the Purchaser shall assume effective as time of the Closing, shall assume, pay and from and after the Closing the Purchaser shall pay, discharge or perform when due, as appropriate, the following Liabilities liabilities and obligations of the Business Seller (collectively, the "Assumed Liabilities"):

Appears in 1 contract

Samples: Purchase and Sale Agreement (Investors Financial Services Corp)

Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, the Purchaser Buyer shall assume effective as of the Closing, and from and after the Closing the Purchaser Buyer shall pay, discharge or perform when due, as appropriate, only the following Liabilities of the Business Seller Group (collectively, the “Assumed Liabilities”):) and no other Liabilities:

Appears in 1 contract

Samples: Asset Purchase Agreement (Nanogen Inc)

Assumed Liabilities. Upon On the terms and subject to the conditions of in this Agreement, the Purchaser shall assume effective as of the Closing, and from and after the Closing the Closing, Purchaser shall payassume, satisfy, be solely responsible for the payment, performance and discharge of all Liabilities related to, arising from or perform when due, as appropriate, the following Liabilities in respect of the Business Assets as described below (collectively, the “Assumed Liabilities”):), including, the following:

Appears in 1 contract

Samples: Sale and Purchase Agreement (PBF Holding Co LLC)

Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, the Purchaser shall assume effective as of at the Closing, Buyer shall assume, and from and after the Closing the Purchaser thereafter shall pay, discharge or and perform when due, as appropriate, the following Liabilities of Liabilities, to the extent related to the Business (individually and collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Realpage Inc)

Assumed Liabilities. Upon On the terms and subject to the conditions of set forth in this Agreement, the Purchaser shall assume hereby agrees to cause the Companies, effective as of the Closing, to assume, discharge and from perform in accordance with their terms all Liabilities of Sellers and their respective Affiliates to the extent arising out of or relating to the Business whether arising before, at or after the Closing Closing, other than the Purchaser shall pay, discharge or perform when due, as appropriate, the following Excluded Liabilities of the Business (collectively, the “Assumed Liabilities”):). The Assumed Liabilities include the following:

Appears in 1 contract

Samples: Contribution and Equity Purchase Agreement (McAfee Corp.)

Assumed Liabilities. Upon the terms and subject to the conditions of set forth in this Agreement, the Purchaser shall assume shall, effective as of upon the Closing, assume (and from and after the Closing the Purchaser shall pay, perform and discharge or perform when due, as appropriate, the following Liabilities of the Business (collectively, the “) all Assumed Liabilities”):.

Appears in 1 contract

Samples: Asset Purchase Agreement (TenX Keane Acquisition)

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Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, at the Closing the Purchaser shall assume effective as of the Closingassume, and from and after the Closing the Purchaser shall pay, discharge or perform when due, as appropriate, the following Liabilities of the Business (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Quadrant 4 System Corp)

Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, Purchaser agrees, effective at the Purchaser shall assume effective as time of the Closing, and from and after the Closing the Purchaser shall to assume, pay, perform and discharge promptly, when payment or perform when due, as appropriateperformance is due or required, the following Liabilities liabilities and obligations of Seller or the Business (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Lance Inc)

Assumed Liabilities. Upon Subject to the terms and subject to the conditions of this Agreement, the Purchaser shall assume effective as of at the Closing, the Designated Purchasers shall assume and from and after the Closing the Purchaser shall agree to pay, satisfy, discharge or and perform when due, as appropriate, all of the following Liabilities of the Business Seller Entities and their Affiliates related to or arising out of the Purchased Assets or the Business, other than the Liabilities identified as Retained Liabilities in clauses (collectively, a) through (k) of Section 2.7 (the “Assumed Liabilities”):), in each case, whether accruing or arising prior to, on or after Closing, including the following:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Agios Pharmaceuticals, Inc.)

Assumed Liabilities. Upon Subject to the terms and subject to the conditions of this Agreement, the Purchaser shall assume effective as of at the Closing, the Purchaser agrees to assume and from to pay, perform and discharge when due the following Liabilities arising out of the Business, whether accrued, absolute, matured, unmatured, contingent or otherwise, and whether arising before or after the Closing the Purchaser shall pay, discharge or perform when due, as appropriate, the following Liabilities of the Business Date (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: License Agreement (Sequenom Inc)

Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, Purchaser agrees, effective at the Purchaser shall assume effective as time of the Closing, and from and after the Closing the Purchaser shall to assume, pay, discharge perform and discharge, promptly when payment or perform when due, as appropriateperformance is due or required, the following Liabilities liabilities and obligations of Sellers or the Business (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Cagles Inc)

Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, the Purchaser Buyer shall assume assume, effective as of the Closing, and from and after the Closing the Purchaser Buyer shall pay, discharge or and perform when due, as appropriate, the following all Liabilities of Seller and Subsidiaries of Seller relating to or otherwise in connection with the Business (individually and collectively, the “Assumed Liabilities”):), including, without limitation, the following Liabilities:

Appears in 1 contract

Samples: Asset Purchase Agreement (NMS Communications Corp)

Assumed Liabilities. Upon Subject to the terms and subject to the conditions of this Agreement, at the Closing, Purchaser shall assume effective as of the Closing, and from and after the Closing the Purchaser shall pay, discharge pay or perform when due, as appropriate, due only the following Liabilities of to the extent relating to the Business (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Business Transfer Agreement (Abbott Laboratories)

Assumed Liabilities. Upon On the terms and subject to the conditions of set forth in this Agreement, at the Closing, the Purchaser shall assume effective as of the Closingand become responsible for, and from and after the Closing the Purchaser shall payperform, discharge or perform and pay when due, as appropriate, the following Liabilities of the Business (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Dynegy Inc.)

Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, the Purchaser shall assume effective as of at the Closing, Buyer shall assume and from and after the Closing the Purchaser shall undertake to pay, discharge or and perform as and when due, as appropriate, due only the following Liabilities of the Business (collectively, the “Assumed Liabilities”):obligations and liabilities:

Appears in 1 contract

Samples: Asset Purchase Agreement (Pharmerica Inc)

Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Purchaser shall will assume effective and be liable for, and will pay, perform and discharge as and when due, the following Liabilities, but solely to the extent that the same relate to the Automotive Business, as and to the extent not satisfied or extinguished as of the Closing, and from and after the Closing the Purchaser shall pay, discharge or perform when due, as appropriate, the following Liabilities of the Business Date (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Gencorp Inc)

Assumed Liabilities. Upon On the terms and subject to the conditions of this Agreement, at the Purchaser shall assume Closing and effective as of the Closingtime set forth in Section 6.02 and without further action, and from and after the Closing the Purchaser shall absolutely and irrevocably assume and pay, perform, satisfy and discharge or perform when due, as appropriate, only the following Liabilities liabilities and obligations of the Business Seller (such liabilities collectively, the "Assumed Liabilities"):

Appears in 1 contract

Samples: Purchase Agreement (Sequa Corp /De/)

Assumed Liabilities. Upon On the terms and subject to the conditions of set forth in this Agreement, the Purchaser shall assume effective as of at the Closing, the Purchaser will assume and become responsible for, and perform, discharge and pay when due, the following Liabilities (the “Assumed Liabilities”), from and after the Closing the Purchaser shall pay, discharge or perform when due, as appropriate, the following Liabilities of the Business (collectively, the “Assumed Liabilities”):Date:

Appears in 1 contract

Samples: Asset Purchase Agreement

Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, Buyer agrees, effective at the Purchaser shall assume effective as time of the Closing, and from and after the Closing the Purchaser shall to assume, pay, discharge perform and discharge, promptly when payment or perform when due, as appropriateperformance is due or required, the following Liabilities liabilities and obligations of Sellers or the Business (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement

Assumed Liabilities. Upon At the Closing, on the terms and subject to the conditions of set forth in this Agreement, the Purchaser Purchasers shall assume effective as of the Closingonly assume, and from and after the Closing the Purchaser shall pay, perform and discharge or perform when due, as appropriate, the following Liabilities relating to or arising out of the Business or the Purchased Assets (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Harte Hanks Inc)

Assumed Liabilities. Upon On the terms and subject to the conditions of contained in this AgreementAgreement and except as otherwise provided in Section 2.2(b), the Purchaser shall assume effective as of at the Closing, Buyer will assume and from and after the Closing the Purchaser shall thereafter pay, perform or otherwise discharge or perform when due, as appropriate, the following Liabilities liabilities and obligations of the Company related exclusively to the Business (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (American Defense Systems Inc)

Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, the Purchaser shall assume effective as of at the Closing, BUYER shall assume and from agree to perform and after the Closing the Purchaser shall pay, discharge or perform when due, as appropriate, due the following Liabilities liabilities of the Business SELLER (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Sale Agreement

Assumed Liabilities. Upon Subject to the terms and subject to the conditions of this Agreement, the Purchaser shall assume effective as of will, at the Closing, assume, and from and after the Closing the Purchaser shall thereafter pay, perform and discharge or perform when due, as appropriate, only the following Liabilities of Seller existing as of the Business Closing (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Kindred Biosciences, Inc.)

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