Assumed Obligations Sample Clauses
The Assumed Obligations clause defines the specific duties, responsibilities, or liabilities that one party agrees to take on under a contract. In practice, this clause outlines which obligations are being transferred or accepted, such as maintenance responsibilities, payment of certain costs, or compliance with regulatory requirements. By clearly specifying these assumed obligations, the clause helps prevent disputes over who is responsible for particular tasks or risks, ensuring clarity and proper allocation of responsibilities between the parties.
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Assumed Obligations. As additional consideration for the Acquired Assets, Buyer shall assume the following obligations and liabilities of Seller (the “Assumed Obligations”):
(i) obligations and liabilities of Seller (if any) arising before (except to the extent such obligations are imposed on Seller under the Existing Lease) or after the Closing Date under Real Property Interests and Contracts assigned to Buyer pursuant to the provisions hereof or under Line Agreements, as provided in Section 2.08(b);
(ii) except for any income tax liability Seller may incur from Seller selling the Acquired Assets to Buyer, all obligations, commitments and liabilities of the Public Parties, of whatever nature, whether known or unknown, asserted or unasserted, fixed, absolute or contingent, matured or unmatured, accrued or unaccrued, liquidated or unliquidated or due or to become due, which relate to the condition of the Real Property and the other Acquired Assets arising before or after the Closing Date, or which relate exclusively to the ownership, condition or operation of the Acquired Assets arising before or after the Closing Date, including those arising under statutes, rules, regulations and effective or pending orders of Governmental Authorities;
(iii) all Environmental Liabilities of the Public Parties arising before or after the Closing Date which arise out of or are related in any way to the condition, ownership or use of the Real Property or the Line Agreements or any other Acquired Assets, including without limitation (A) any environmental contamination or other condition, or the presence of Hazardous Substances, on the Real Property or other Acquired Assets, whether such contamination or Hazardous Substances are located on or under the Real Property or other Acquired Assets or have migrated or will migrate from or to the Real Property or other Acquired Assets, and (B) the handling, use, treatment, removal, storage, decontamination, cleanup, transport (except for transportation as a common carrier) or disposal of, or exposure to, Hazardous Substances, whether such conditions and/or Environmental Liabilities are known or unknown, suspected or unsuspected, contemplated or uncontemplated, and whether or not such conditions were caused by Seller or predecessors or Affiliates of Seller.
Assumed Obligations. Provided that the Closing occurs, subject to Sections 14.01 and 14.04, Buyer hereby assumes all duties, obligations and liabilities of every kind and character with respect to the Assets or the ownership or operation thereof (other than the Retained Obligations), whether attributable to periods before or after the Effective Time, including, without limitation, those arising out of: (a) the terms of the Easements, Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets; (b) gas imbalances; (c) suspense accounts; (d) Asset Taxes allocable to Buyer pursuant to Section 9.03 taking into account, and without duplication of, such Asset Taxes effectively borne by Buyer pursuant to Section 12.01 or Section 12.02; (e) the condition of the Subject Interests, regardless of whether such condition arose before or after the Effective Time; (f) obligations to properly plug and abandon or re-plug or re-abandon or remove ▇▇▇▇▇, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of the Assets; (g) obligations to restore the surface of the Subject Interests and obligations to remediate or bring the Subject Interests into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the Subject Interests), regardless of whether such obligations or conditions or events giving rise to such obligations, arose, occurred or accrued before or after the Effective Time; and (h) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement (collectively, the “Assumed Obligations”).
Assumed Obligations. On the Closing Date, Buyer shall assume the obligations of Seller (the "Assumed Obligations") arising after Closing under the Station Contracts, including without limitation all agreements for the sale of advertising time on the Stations for cash in the ordinary course of business ("Time Sales Agreements") and all agreements for the sale of advertising time on the Stations for non-cash consideration ("Trade Agreements").
Assumed Obligations. Purchasers hereby agree to assume only, and shall indemnify, defend and hold harmless Sellers from and against: (a) those liabilities and obligations specifically set forth in Schedule 3.5 hereto; (b) all warranty claims of third parties against Sellers with respect to any of the Purchased Assets or relating to the Business, as set forth in Schedule 3.5; (c) all product liability claims of third parties against Sellers with respect to any of the Purchased Assets or relating to the Business existing as of the Closing, as set forth in Schedule 3.5; (d) all trade accounts payable as of the Closing Date relating to the Business, as set forth in Schedule 3.5; (e) all liabilities and obligations under Real Property Leases used in the conduct of the Business; (f) all liabilities and obligations under the Assigned Contracts (no matter when incurred); (g) all liabilities and obligations incurred in the operation of the Business or the ownership or use of the Purchased Assets on or after the Closing Date; (h) all liabilities and obligations to employees of the Sellers who become employees of or consultants to the Purchasers following the Closing relating to obligations for vacation or holiday pay (accrued prior to Closing) and any severance obligations under an existing written agreement with such employee, all as set forth in Schedule 3.5; and (i) all severance obligations to any employees of the Sellers who make a claim to the Sellers that they are entitled to receive severance pursuant to Seller’s current severance policy (a copy of which is attached as part of Schedule 3.5 for reference purposes) because they accepted an offer of employment made by the Purchasers where the wages and benefits offered to such employees by the Purchasers are not substantially equivalent to the wages and benefits they received as employees of the Sellers, provided that Purchaser Parent shall control the defense of and response to any such claim (collectively, the “Assumed Obligations”). Those liabilities and obligations under the Assigned Contracts shall be assumed by Purchaser only upon effective assignment of such Assigned Contract. The Assumed Obligations shall not include any obligations or liabilities arising out of any default of the Sellers occurring prior to Closing under any Assigned Contract, regardless of when such liability or obligation is asserted.
Assumed Obligations. At the Closing, subject to the provisions of Section 2.6, the Purchasers shall assume, and shall agree to pay, perform and discharge when due, only the following obligations and liabilities of the Sellers (the “Assumed Obligations”):
Assumed Obligations a. In addition to the payment of the Purchase Price, subject to the following sentence, Buyer shall, as part of the Closing and to the extent the benefits associated with such liabilities, obligations, contracts, agreements and purchase orders are Business Assets, assume the specific liabilities, obligations, contracts, agreements and purchase orders related to the Business as set forth on Schedule 3.2 (collectively, the “Assumed Obligations”). Buyer shall assume the Assumed Obligations only to the extent arising or accruing from and after the Closing Date, and Buyer shall have no duty or obligation whatsoever with respect to any duties or obligations of Seller arising or accruing before the Closing Date (all of which shall be the sole responsibility and liability of Seller). Notwithstanding any other provisions in this Agreement to the contrary, Seller shall have no duty or obligation whatsoever with respect to any duties or obligations of Buyer or the Business arising or accruing under any Assumed Obligations after the Closing Date (all of which shall be the sole responsibility and liability of Buyer).
b. Subject to the terms and conditions of this Agreement and to Seller’s obtaining any consents necessary for any assignments, in accordance with the terms of this Agreement, Buyer and Seller shall execute and deliver on the Closing Date an Assignment and Assumption Agreement in the form of Exhibit ”C” attached hereto and incorporated herein by this reference, (the “Assignment and Assumption Agreement”), pursuant to which Buyer shall assume the Assumed Obligations and Seller shall assign the Assumed Obligations. On or prior to the Closing Date, Seller shall use commercially reasonable efforts to obtain the necessary consents or approvals required in connection with Seller’s assignment of the Assumed Obligations, provided that Buyer hereby agrees, to the extent necessary, to cooperate with Seller for such purpose. In the event any such consents are not obtained prior to the Closing Date, Seller shall continue to use commercially reasonable efforts to obtain the relevant consents until such consents are obtained, or until Buyer and Seller reasonably agree that any such consent will not be obtainable, and Seller will cooperate with Buyer in any lawful and economically feasible arrangement to provide that Buyer shall receive the interest of Seller in the benefits associated with such Assumed Obligations, including performance by Seller, if economically feasibl...
Assumed Obligations. The term "Assumed Obligations" shall have the meaning set forth in Section 2.3.
Assumed Obligations. Such term shall have the meaning defined in Section 2.3.
Assumed Obligations. At Closing, Buyer shall assume and agree to pay, perform and discharge the Assumed Obligations.
Assumed Obligations. Subject to Closing occurring, and further subject to Seller’s indemnification provisions of Section 15.4, Buyer hereby assumes and agrees to timely fulfill, perform, pay and discharge (or cause to be timely fulfilled, performed, paid or discharged):
(a) except as set forth in Section 15.2.1(a)(ii) below, all of the obligations, Losses and Claims of or against Seller, known or unknown, with respect to the Assets, but only insofar as the same arise on, or after, and are attributable to actions, occurrences and operations conducted from and after, the Effective Time, including, but not limited to:
(i) the payment and/or performance of all taxes, leasehold and equipment rentals and release payments, royalties, excess royalties, in-lieu royalties, overriding royalty interests, production payments, net profit obligations, carried working interests and any other matters with which the Assets may be burdened, insofar as the same are attributable to the periods from and after the Effective Time;
(ii) Losses arising out of, or Claims for, damages to or property owned by a third party or for personal injury, illness, bodily injury, or death of any person arising from and after the Closing Date;
(iii) any other Losses or Claims arising, directly or indirectly from, or incident to, the use, occupation, operation (including but not limited to royalty and accounting claims or production or pipeline imbalances) or maintenance of any of the Assets arising or occurring from and after the Effective Time; and
(b) all of those liabilities and obligations described in Section 15.2.2, and
(c) following the expiration of Seller’s indemnity obligations as set forth in Section 15.4, any and all duties, obligations, Losses or Claims which would fall under Sections 15.4(iii) through (v), inclusive, whether arising before, on or after the Closing except as otherwise provided in Section 15.4, (collectively (a), (b), and (c) shall be referred to as the “Assumed Obligations”).