Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions set forth in this Agreement, and except as provided Section 2.02(b) below hereof, the Purchaser shall, by executing and delivering, at the Closing, the Xxxx of Sale, assume, and agree to pay, perform and discharge when due, the following Liabilities (the “Assumed Liabilities”):
Assumption and Exclusion of Liabilities. (a) On the terms and subject to the conditions of this Agreement, from and after the Closing Date, Purchaser shall assume and shall pay, perform and discharge when due only the following specified liabilities and obligations, and no others (collectively, the "ASSUMED LIABILITIES"):
Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, the Purchaser hereby assumes and agrees to pay, perform and discharge only the following Liabilities of the Seller (the “Assumed Liabilities”) and no other Liabilities whatsoever of the Seller (all other Liabilities of the Seller, the “Excluded Liabilities”):
Assumption and Exclusion of Liabilities. Transferee hereby assumes and agrees to pay, perform and discharge when due, all Liabilities of Transferor to the extent relating to or arising out of the Transferred Assets or the EIS Business (the “Assumed Liabilities”); provided that, the “Assumed Liabilities” shall not include Tax liabilities, which shall be governed exclusively by the Tax Matters Agreement.
Assumption and Exclusion of Liabilities. (a) The Purchaser shall assume no liability or obligation of the Sellers except the liabilities and obligations expressly set forth in this Section 2.02(a) (collectively, the “Assumed Liabilities”), which the Purchaser or its permitted assignee (as contemplated by Section 11.06), as the case may be, shall assume and pay, perform and discharge in accordance with their respective terms, subject to any defenses or claimed offsets asserted in good faith against the obligee to whom such liabilities or obligations are owed:
Assumption and Exclusion of Liabilities. (a) On the terms and subject to the conditions of this Agreement, the Purchaser shall, on the Closing Date, assume and shall pay, perform and discharge when due all Liabilities of the Company (including all Liabilities under the Classic Contracts to the extent they relate to the Business, regardless of whether consent is received for the assignment of such Classic Contracts, and including the Assumed Taxes) as at the Closing Date arising out of or relating to the Business, whether accrued or arising before or after the Closing, except for the Excluded Liabilities (the "Assumed Liabilities").
Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions set forth in this Agreement, the Buyer will assume, and agree to pay, perform and discharge when due, any and all of the Liabilities of the Seller and the Asset Selling Subsidiaries to the extent relating to or arising exclusively out of the Business or the Purchased Assets, other than the Excluded Liabilities set forth in Section 2.2(b) below (the "Assumed Liabilities"). The Assumed Liabilities include, but are not limited to, the following:
Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Parties shall cause FoundryCo or one or more of its Subsidiaries to execute and deliver the Assumption Agreement, any additional instruments of conveyance or assumption as may be required by local Laws, and such other documentation as may be necessary to cause FoundryCo or one or more of its Subsidiaries to assume and agree to pay, perform and discharge the Assumed Liabilities.
Assumption and Exclusion of Liabilities. (a) At the Closing, upon the terms and subject to the conditions and exclusions set forth in this Agreement, Purchaser shall assume and agree to pay, perform and discharge when due, only the Liabilities of the Asset Sellers (i) in respect of the Franchise Agreements to which an Asset Seller is a party and listed on Section 2.14(a) of the Company Disclosure Schedule, (ii) current liabilities of the Asset Sellers expressly included in the Net Working Capital calculation or (iii) otherwise set forth on Section 1.3 of the Company Disclosure Schedule (the “Assumed Liabilities”). Notwithstanding anything to the contrary in this Agreement, as of the Closing, the Asset Sellers shall retain and shall be responsible for paying, performing and discharging when due, and Purchaser shall not assume or have any responsibility for, any Liabilities of the Asset Sellers or any of their Affiliates (other than the Company) of any kind or nature whatsoever other than the Assumed Liabilities (whether or not related to the Business) (collectively, the “Excluded Liabilities”).
Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Purchaser shall assume and shall agree to pay, perform and discharge the following Liabilities of Parent, the Seller and any of Parent’s other Affiliates (the “Assumed Liabilities”):
