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:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Lenox Group Inc), Asset Purchase Agreement (Lenox Group Inc)
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(a2.2(a) (collectively, the “Assumed Liabilities”), which the Purchaser or its permitted assignee (as contemplated by Section 11.06), 10.6) 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 that may be asserted in good faith against the obligee to whom such liabilities or obligations are owed:
Appears in 1 contract
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:
Appears in 1 contract
