Assumption of Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, at the Closing, Purchaser shall (i) assume and, subject to Section 2.5, Section 6.5, Section 6.6 and Article VII, pay, perform, satisfy and discharge any and all Liabilities of the Sellers or any of their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries), whether arising prior to, on or after the Closing, to the extent resulting from or arising out of the past, present or future ownership, operation, use or conduct of the Business or the Purchased Assets (including the Shares) and (ii) cause the Conveyed Subsidiaries and their Subsidiaries to pay, perform, satisfy and discharge any and all of their respective Liabilities, in each case of the foregoing clauses (i) and (ii), other than Liabilities identified as Retained Liabilities in clauses (a) through (g) of Section 2.5 (all of the foregoing Liabilities being collectively referred to herein as the “Assumed Liabilities”). The Assumed Liabilities shall also include the following:
(a) all Liabilities to the extent expressly assumed by, retained by or agreed to be performed by Purchaser or its Subsidiaries (including the Conveyed Subsidiaries and their Subsidiaries) pursuant to the terms of this Agreement, including all Liabilities to the extent transferred to or assumed or retained by Purchaser or its Subsidiaries pursuant to Section 6.6 and Section 6.13;
(b) all Liabilities in respect of any Action, whether class, individual or otherwise in nature, in law or in equity, whether or not presently threatened, asserted or pending, to the extent arising out of, or to the extent relating to, the Business or the operation or conduct of the Business prior to, on or after the Closing;
(c) all Liabilities for Taxes of the Conveyed Subsidiaries and their Subsidiaries and, without duplication, all other Liabilities for Taxes imposed with respect to, arising out of or relating to the Purchased Assets or the Business, in each case, other than Seller Indemnified Taxes for which Seller Parent is liable pursuant to this Agreement;
(d) all Liabilities to the extent arising out of, or to the extent relating to, the design, manufacture, testing, marketing, distribution, use or sale of Products prior to, on or after the Closing, including warranty obligations and irrespective of the legal theory asserted;
(e) all Liabilities to suppliers and customers, in each case to the extent arising out of, or to the extent relating to, the Business, includ...
Assumption of Assumed Liabilities. Subject to the terms and conditions of this Agreement, as of the Closing Date, Buyer will deliver the Assignment and Assumption Agreement to Seller pursuant to which Buyer agrees to assume, satisfy, perform, pay, discharge and otherwise be responsible for the Assumed Liabilities subject to and in accordance with their respective terms and conditions. Except with respect to the Assumed Liabilities, Buyer shall not assume and shall not in any way be responsible for any of the debts, liabilities, or obligations of Seller.
Assumption of Assumed Liabilities. Assignee hereby expressly assumes and agrees to pay, perform and/or discharge in accordance with their terms the Assumed Liabilities.
Assumption of Assumed Liabilities. Seller hereby assigns to Buyer the Assumed Liabilities and Buyer hereby unconditionally assumes and agrees to pay and discharge when due the Assumed Liabilities.
Assumption of Assumed Liabilities. 6 Section 1.5
Assumption of Assumed Liabilities. At the Closing, Buyer shall execute and deliver to the Company such undertakings and instruments of assumption as are necessary to evidence Buyer’s assumption of the Assumed Liabilities in accordance with the terms hereof, in form and substance reasonably satisfactory to Buyer and the Company.
Assumption of Assumed Liabilities. In accordance with and subject to the terms and conditions set forth in the Asset Purchase Agreement, in partial consideration for such transfer of the Required Assets by Seller to Buyer, Buyer hereby undertakes to assume, pay, perform, satisfy and discharge, all of the Assumed Liabilities. Buyer does not agree to assume or pay any Excluded Liabilities or any other debts, obligations or liabilities of Seller or Assignor not expressly assumed by Buyer in the Asset Purchase Agreement.
Assumption of Assumed Liabilities. Effective as of the Closing Date, Buyer hereby assumes, accepts and agrees to timely perform and discharge in accordance with their respective terms any and all of the Assumed Liabilities; provided, however, that any Assumed Liabilities that are specifically assumed by Buyer pursuant to any other Transaction Document shall not be assumed pursuant to this Section 3.
Assumption of Assumed Liabilities. (a) Except as provided in Section 2.3(b) and notwithstanding anything to the contrary contained herein, the Purchaser shall not assume, in connection with the transactions contemplated hereby, any liability or obligation of the Seller whatsoever, whether known or unknown, disclosed or undisclosed, accrued or hereafter arising, absolute or contingent, and the Seller shall retain responsibility for all such liabilities and obligations.
(b) Effective as of the Closing, the Purchaser shall assume the following liabilities and obligations of the Seller (collectively, the “Assumed Liabilities”):
(i) the obligations of the Seller under each Assumed Contract, except to the extent such obligations are required to be performed on or prior to the Closing Date, are not disclosed on the face of such Assumed Contract (except for any ordinary course operating and procedural changes), or accrue and relate to the operation of the Seller’s business prior to the Closing Date;
(ii) the current liabilities of the Seller included in the Final Working Capital Schedule;
(iii) trade accounts payable;
(iv) liabilities relating to any Transferred Employee in respect of the period after the Closing Date, to the extent arising out of or related to such Transferred Employee’s employment with Purchaser after the Closing Date.
Assumption of Assumed Liabilities. On and subject to the terms and conditions of this Agreement, at the Closing, Buyer agrees to assume and become responsible for the following liabilities arising from or relating to the Business (the "Assumed Liabilities"):
(i) unless otherwise extinguished or satisfied, all liabilities and obligations set forth on the Business Financial Statements or taken into account in the calculation of Tangible Net Worth on the Closing Statement, other than liabilities and obligations arising from or relating to the Excluded Offices, subject to Section 2.4(vii) of this Agreement;
(ii) unless otherwise extinguished or satisfied, all liabilities and obligations which have arisen in the ordinary course of the Business subsequent to the date of the Balance Sheet included in the Business Financial Statements, other than liabilities and obligations arising from or relating to the Excluded Offices, subject to Section 2.4(vii) of this Agreement;
(iii) all liabilities and obligations of Sellers under any guarantee that any of them may have executed and delivered in connection with the Business, but only if listed on Schedule 2.4(iii) hereto and only to the extent that the real property lease or contract relating to such guarantee is assigned to the Buyer;
(iv) all liabilities and obligations of the Sellers under the contracts, leases, licenses, receivables, inventory and other arrangements included in the definition of Assets;
(v) all liabilities and obligations related to the employment of the Employees by Buyer, but only to the extent provided in Section 6.7 of this Agreement; provided, that any Excluded Employee hired by Buyer within sixty (60) days of the Closing Date shall be deemed to be an Employee for purposes of this Agreement;
(vi) all liabilities and obligations pursuant to any overdraft facilities currently in place for the benefit of any Subsidiary;
(vii) all liabilities and obligations arising from or relating to any Contract that is being performed or that has been sold as of the Closing Date (including, without limitation, any commission, bonus or other payment owed to any Excluded Employee for services performed in connection with any such Contract) by the Sellers' Chicago or Atlanta Offices, but only to the extent such liability or obligation is to be set forth on Schedule 2.4(vii) hereto, which Schedule shall be delivered at Closing;
(viii) all liabilities and obligations with respect to the suits, actions, claims or proceedings that are disclosed on Schedu...
