Common use of Assumption and Exclusion of Liabilities Clause in Contracts

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”):

Appears in 3 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Pope & Talbot Inc /De/), Asset Purchase Agreement (Pope & Talbot Inc /De/)

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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, shall assume, and agree to pay, perform and discharge as and when duedue and owing, only the following Liabilities (the “Assumed Liabilities”):

Appears in 3 contracts

Samples: Asset Purchase Agreement (Prima BioMed LTD), Asset Purchase Agreement (Sydys Corp), Asset Purchase Agreement (Ember Therapeutics, Inc. - Ny)

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions set forth in of 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, Purchaser shall assume and shall agree to pay, perform and discharge when due, the following Liabilities of the Seller, except for the Excluded Liabilities (the “Assumed Liabilities”):

Appears in 3 contracts

Samples: Transition Services Agreement (Celsion Corp), Asset Purchase Agreement (Utstarcom Inc), Asset Purchase Agreement (Utstarcom Inc)

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions set forth in of this Agreement, and except as provided Section 2.02(b) below hereof, the Purchaser shall, by executing and delivering, at the First Closing, the Xxxx of Sale, assume, Purchaser shall assume and shall agree to pay, perform and discharge when due, all of the following Liabilities of the Sellers (collectively, the “Agency Assumed Liabilities”):

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Nationstar Mortgage Holdings Inc.)

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 SaleAssumption Agreement, assume, and agree to pay, perform and discharge when due, the following obligations and Liabilities of Seller (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (White Electronic Designs Corp)

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 Purchasers shall, by executing and delivering, delivering at the Closing, the Xxxx of SaleAssumption Agreement, assume, and agree to pay, perform and discharge when due, only the following Liabilities (collectively, the “Assumed Liabilities”):) and no others:

Appears in 1 contract

Samples: Asset Purchase Agreement (Orthofix International N V)

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 SaleAssumption Agreement, assume, and agree to pay, perform and discharge when due, any and all of the following Liabilities of the Seller and the Asset Sellers to the extent relating to the Business or the Purchased Assets, other than the Excluded Liabilities set forth in Section 2.03(b) below (the “Assumed Liabilities”):). The Assumed Liabilities include, but are not limited to, the following:

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (S&P Global Inc.)

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions set forth in of 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, Purchaser shall assume and shall agree to pay, perform and discharge when due, the following Liabilities of Sellers (the “Assumed Liabilities”):

Appears in 1 contract

Samples: Purchase Agreement (Newcastle Investment Corp)

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 Bxxx of Sale, Assignment and Assumption Agreement, assume, and agree to pay, perform and discharge when due, any and all of the following Liabilities of the Sellers relating to the Business or the Purchased Assets and arising exclusively from the operation of the Business after the date of the Closing, other than the Excluded Liabilities set forth in Section 2.02(b) below (the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Zila Inc)

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, Purchaser shall assume, and agree to pay, perform and discharge when due, any and all of the following Liabilities to the extent relating to the Business or the Assets, other than the Excluded Liabilities set forth in Section 2.02(b) below (the “Assumed Liabilities”):).

Appears in 1 contract

Samples: Transaction Agreement (Abbott Laboratories)

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions set forth in of 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, Purchaser shall assume and shall agree to pay, perform and discharge when due, the following Liabilities of the Seller (the "Assumed Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Roundys Inc)

Assumption and Exclusion of Liabilities. (a) Upon On the terms and subject to the conditions set forth in of this Agreement, and except as provided Section 2.02(b) below hereof, the Purchaser shall, by executing on the Closing Date, assume and delivering, at the Closing, the Xxxx of Sale, assume, and agree to shall pay, perform and discharge when duedue the following, and only the following following, Liabilities of Seller and its subsidiaries (the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Pinnacle Systems Inc)

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 Buyer shall, by executing and delivering, at the Closing, the Xxxx of SaleAssumption Agreement, assume, and agree to pay, perform and discharge when due, the following (and only the following) Liabilities of Seller (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Midas Medici Group Holdings, Inc.)

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions set forth in of 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, Purchaser shall assume and shall agree to pay, perform and discharge when due, the following Liabilities of the Seller (the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Nash Finch Co)

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Assumption and Exclusion of Liabilities. (a) Upon At the Closing, 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, (or a Subsidiary of the Purchaser designated by executing and delivering, at the Closing, the Xxxx of Sale, Purchaser) shall assume, and agree to pay, perform and discharge when due, only the following Liabilities of the Seller or any of its Subsidiaries (the “Assumed Liabilities”):

Appears in 1 contract

Samples: Sale and Purchase Agreement (W R Grace & Co)

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, delivering at the Closing, the Xxxx of SaleAssumption Agreement, assume, and agree to pay, perform and discharge when due, the following (and only the following) Liabilities of the Seller (the “Assumed Liabilities”):), and no other Liabilities whatsoever:

Appears in 1 contract

Samples: Asset Purchase Agreement (Repligen Corp)

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions set forth in of 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, Purchaser shall assume and shall agree to pay, perform and discharge when due, the following Liabilities (the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Ocwen Financial Corp)

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions set forth in of 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, Purchaser shall assume and shall agree to pay, perform and discharge when due, the following (and only the following) Liabilities of the Seller (the “Assumed Liabilities”):) on or before the date that payment or performance is due and no other Liabilities whatsoever:

Appears in 1 contract

Samples: Asset Purchase Agreement (NameMedia, Inc.)

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions set forth in of 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, Purchaser shall assume and shall agree to pay, perform and discharge when due, the following Liabilities of the Seller, except for the Excluded Liabilities (such Liabilities assumed by iStar, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Fremont General Corp)

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, Purchaser shall assume, and agree to pay, perform and discharge when due, any and all of the following Liabilities to the extent relating to the Business or the Assets, other than the Excluded Liabilities set forth in Section 2.02(b) below (the "Assumed Liabilities”):").

Appears in 1 contract

Samples: Transaction Agreement (Boston Scientific Corp)

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions set forth in of 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, Purchaser shall assume and shall agree to pay, perform and discharge when due, the following Liabilities of the Seller, except for the Excluded Liabilities (such Liabilities assumed by iStar, the "Assumed Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Istar Financial Inc)

Assumption and Exclusion of Liabilities. (a) Upon On the terms and subject to the conditions set forth in of 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, assume and agree to shall pay, perform and discharge when due, due only the following and no other Liabilities of the Seller as at the Closing Date (the "Assumed Liabilities"):

Appears in 1 contract

Samples: Purchase Agreement (Dassault Systemes Corp)

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions set forth in of 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, Purchaser shall assume and shall agree to pay, perform and discharge when due, all of the following Liabilities of the Sellers (collectively, the “Assumed Liabilities”):

Appears in 1 contract

Samples: Agreement (Nationstar Mortgage LLC)

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