Assumption by the Purchaser Clause Samples
The "Assumption by the Purchaser" clause establishes that the buyer agrees to take on certain obligations, liabilities, or responsibilities associated with the asset or business being acquired. In practice, this clause specifies which debts, contracts, or ongoing commitments the purchaser will assume from the seller as part of the transaction, such as outstanding leases or service agreements. Its core function is to clearly allocate responsibility for these obligations post-sale, ensuring both parties understand which liabilities are transferred and reducing the risk of future disputes.
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Assumption by the Purchaser. Upon and subject to the terms of the Asset Purchase Agreement, effective at the Time of Closing, the Purchaser hereby assumes and agrees to fulfill, perform and discharge the Assumed Liabilities.
Assumption by the Purchaser. The Purchaser agrees to assume, discharge and perform, from and after the Closing Date, all obligations and liabilities of the Vendor under:
(a) any outstanding customer purchase orders;
(b) any agreements entered into by the Vendor prior to Closing in the ordinary course of the Business for the sale of inventories by the Vendor.
Assumption by the Purchaser. As of the Closing Date, the Purchaser does hereby assume those obligations and liabilities of the Vendors under the Contracts which are to be paid, satisfied, discharged, performed or fulfilled after the Closing Date and which did not arise directly or indirectly as a result of a default occurring prior to the Closing Date (which obligations and liabilities are herein called the “Purchaser Assumed Obligations”) and covenants and agrees with the Vendors and SEA that from the Closing Date the Purchaser will pay, satisfy, discharge, perform and fulfil all the Purchaser Assumed Obligations.
Assumption by the Purchaser. The Purchaser shall assume the Assumed Obligations as of the close of business on the Closing Date and shall pay, discharge and perform the Assumed Obligations, as the case may be, from and after the close of business on the Closing Date. The Purchaser shall not be liable for or assume any obligations of the Vendor other than the Assumed Obligations, including any Accounts Payable. Once the Closing has occurred, the Purchaser shall be deemed to have assumed the Assumed Obligations and no further agreement is required to evidence that fact.
Assumption by the Purchaser. Upon the terms and subject to the conditions contained herein, at the Closing the Purchaser (or at the election of the Purchaser, one or more Purchasing Affiliates) shall execute and deliver to the Sellers assignment and assumption agreements, evidencing the assumption by the Purchaser or the Purchasing Affiliates, as the case may be, of the Assumed Liabilities pursuant to Section 2.1.
Assumption by the Purchaser. The Purchaser shall assume the Assumed Obligations as of the close of business on the Closing Date and shall pay, discharge and perform the Assumed Obligations, as the case may be, from and after the close of business on the Closing Date. The Purchaser shall not be liable for or assume any obligations of the Vendor other than the Assumed Obligations, including any Accounts Payable. On the Closing, the Vendor and the Purchaser shall enter into an assumption agreement whereby the Purchaser shall assume the Assumed Obligations in the manner contemplated by this section 3.1, and shall indemnify the Vendor in connection therewith. Fossil U.S. shall execute such agreement as a guarantor of performance of the Purchaser's obligations contained therein. For greater certainty, and without limiting the generality of the foregoing, the Vendor shall pay to the Purchaser on demand any amounts for which the Purchaser becomes liable under any of the Leases to the extent that the liability relates to the period prior to the Closing.
Assumption by the Purchaser. The Purchaser shall assume only the Assumed Liabilities as of the close of business on the Effective Date and shall pay, discharge and perform the Assumed Liabilities from and after the close of business on the Closing Date. The Purchaser shall not be liable for or assume any Liabilities of the Vendor nor any Liability arising as a consequence, direct or indirect, of any event, fact, condition or circumstance existing or accruing on or prior to the Closing other than the Assumed Liabilities.
Assumption by the Purchaser. The Purchaser shall assume the Assumed Liabilities as of the Effective Date and shall pay, discharge and perform the Assumed Liabilities from and after the Effective Date. The Purchaser shall not be liable for or assume any Liabilities of the Vendor nor any Liability arising as a consequence, direct or indirect, of any event, fact, condition or circumstance existing or accruing on or prior to the Effective Date other than the Assumed Liabilities.
Assumption by the Purchaser