Common use of Assumption and Exclusion of Liabilities Clause in Contracts

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").

Appears in 1 contract

Samples: Assumption Agreement (Expedia Inc)

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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 agree to pay, perform and discharge when due all Liabilities the following categories and types of the Company liabilities and obligations (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, liabilities 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 (obligations being the "Assumed Liabilities").):

Appears in 1 contract

Samples: Asset Purchase Agreement (Camelot Music Holdings Inc)

Assumption and Exclusion of Liabilities. (a) On the terms and subject to the conditions of set forth in this Agreement, at the Closing, the Purchaser shall, on the Closing Date, or its designee shall assume and shall thereafter 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 ContractsAssumed Liabilities, and including the Sellers shall no longer be liable for, nor have any responsibility for, 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").

Appears in 1 contract

Samples: Purchase Agreement (Cellnet Data Systems Inc)

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Assumption and Exclusion of Liabilities. (a1) On the terms and subject to the conditions of this Agreement, the Purchaser shall, on from and after the Closing Date, Purchaser shall assume and shall pay, perform and discharge when due all only the following specified liabilities and obligations, and no others (collectively, the "ASSUMED LIABILITIES"): Liabilities arising out of Purchaser's ownership after the Closing Date of the Company (including all Liabilities under the Classic Contracts Assets 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 obligations were incurred or relating to the Business, whether accrued or arising before or arose after the Closing, except for the Excluded Liabilities (the "Assumed Liabilities").

Appears in 1 contract

Samples: Asset Purchase Agreement (Spanish Broadcasting System of Puerto Rico Inc /Pr/)

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