Assumption by the Purchaser Sample Clauses

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.
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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.
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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.
Sample 1
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.
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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.
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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.
Sample 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. 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.
Sample 1
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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.
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Assumption by the Purchaser 
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Related to Assumption by the Purchaser

  • Termination by the Sellers The Sellers may terminate the Agreement in the event either Purchaser or the Guarantor (if any of the proceedings with respect to the Guarantor in the following clauses (i) through (iv) below would reasonably be expected to impair the ability of either Purchaser to perform its obligations under the Agreement (including Article 8 of the Agreement and this Annex A) fully and on a timely basis) (i) becomes the subject of any bankruptcy or other proceeding relating to its liquidation or insolvency (if not dismissed within sixty (60) days of initial filing), or is the subject of a receivership or conservatorship, (ii) files a voluntary petition in bankruptcy or similar proceeding or admits in writing its inability to pay its debts as they become due, (iii) makes a general assignment for the benefit of creditors, or (iv) files a petition or an answer seeking reorganization or an arrangement with creditors.

  • Indemnification by the Purchaser Each Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

  • Indemnification by the Purchasers Each of the Purchasers, severally and jointly, shall indemnify, defend and hold harmless, without duplication, each Seller and each of the Sellers’ Affiliates, and each of their respective officers, employees, agents and representatives (collectively, the “Seller Indemnified Parties”), from and against all Losses that such Seller Indemnified Party may at any time suffer or incur, or become subject to that, directly or indirectly, arise out of or relate to (a) any Assumed Servicing Liability, (b) any failure by the Purchasers to perform their Serviced Duties and other obligations under this Agreement in accordance with the terms hereof or any other breach or violation by the Purchasers of the terms hereof, (c) any action or omission of the Purchasers or their Affiliates or their agents (including such agents appointed pursuant to Section 3.6 hereof) with respect to any Serviced Appointment, whether pursuant hereto or to a Serviced Corporate Trust Contract or otherwise, or (d) the Sellers’ role as backup advancing agent with respect to any Corporate Trust Contract pursuant to clause (c) of the definition of “Retained Duty” (except to the extent the Sellers negligently failed to make a backup advance as required pursuant to such Retained Duty); provided, however, that the Purchasers shall not be required to indemnify any Seller for any matter which would require indemnification of the Purchasers by any Seller under Section 8.2.

  • TERMINATION BY THE PARTIES This Agreement may be terminated upon sixty (60) days’ written notice (a) by the Independent Directors of the Company or the Advisor, without Cause and without penalty, (b) by the Advisor for Good Reason, or (c) by the Advisor upon a Change of Control. The provisions of Sections 19 through 31 of this Agreement shall survive termination of this Agreement.

  • Resignation by the Agent (a) The Agent may resign from the performance of all its functions and duties under the Agreement and the other Transaction Documents at any time by giving 30 days' prior written notice (as provided in the Agreement) to the Debtors and the Secured Parties. Such resignation shall take effect upon the appointment of a successor Agent pursuant to clauses (b) and (c) below. (b) Upon any such notice of resignation, the Secured Parties, acting by a Majority in Interest, shall appoint a successor Agent hereunder. (c) If a successor Agent shall not have been so appointed within said 30-day period, the Agent shall then appoint a successor Agent who shall serve as Agent until such time, if any, as the Secured Parties appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors and the Secured Parties in a proceeding for the appointment of a successor Agent, and all fees, including, but not limited to, extraordinary fees associated with the filing of interpleader and expenses associated therewith, shall be payable by the Debtors on demand.

  • Modification by the Parties The Parties may by mutual agreement amend the Appendices to this Agreement, by a written instrument duly executed by all three of the Parties. Such an amendment shall become effective and a part of this Agreement upon satisfaction of all Applicable Laws and Regulations.

  • Performance by the Purchaser The Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Initial Closing and as of each Settlement Date.

  • Deliveries by the Purchaser Purchaser hereby agrees to deliver, or cause to be delivered, to Sellers the following items on Closing:

  • Performance by the Purchasers Each Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchasers at or prior to the Closing Date.

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