Common use of Assumption of Assumed Liabilities Clause in Contracts

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.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Cypress Bioscience Inc), Asset Purchase Agreement (Intermune Inc), Asset Purchase Agreement (Targanta Therapeutics Corp.)

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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, pay and 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.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Par Pharmaceutical Companies, Inc.), Asset Purchase Agreement (Par Pharmaceutical Companies, Inc.), Asset Purchase Agreement (Aaipharma Inc)

Assumption of Assumed Liabilities. Subject to Upon the terms and subject to the conditions of this Agreement, as of on the Closing Date, Buyer will deliver the Assignment and Assumption Agreement to Seller pursuant to which (or a 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 Designee) shall assume 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.

Appears in 2 contracts

Samples: Purchase Agreement (Kennametal Inc), Purchase Agreement (Allegheny Technologies Inc)

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, pay and discharge and otherwise be responsible for the Assumed Liabilities subject to and in accordance with their respective terms and conditions. Except with respect to when due 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Aaipharma Inc)

Assumption of Assumed Liabilities. Subject At the Closing Time, on and subject to the terms and conditions of this Agreement, as of the Closing Date, Buyer will deliver the Assignment Purchaser shall assume and Assumption Agreement agree to Seller pursuant to which Buyer agrees to assume, satisfy, perform, pay, pay when due and perform and discharge and otherwise be responsible for the Assumed Liabilities subject to and in accordance with their respective terms and conditions. Except with respect to terms, 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.

Appears in 1 contract

Samples: Asset Purchase Agreement

Assumption of Assumed Liabilities. Subject to the terms and conditions of this Agreement, as of on the Closing Date, Buyer will deliver the Assignment and Assumption Agreement to Seller pursuant to which Buyer agrees to assume, satisfy, perform, pay, discharge assume and otherwise be become responsible for all of the Assumed Liabilities subject to as of and in accordance with their respective terms and conditions. Except with respect to after the Assumed Liabilities, Buyer shall not assume and shall not in any way be responsible for any of the debts, liabilities, or obligations of SellerClosing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (KeyOn Communications Holdings Inc.)

Assumption of Assumed Liabilities. Subject to and in accordance with the terms and conditions of this Agreement, as of on the Closing Date, Buyer will deliver the Assignment Purchaser shall assume and Assumption Agreement otherwise agree to Seller pursuant to which Buyer agrees to assume, satisfy, perform, pay, discharge satisfy and otherwise be responsible for the Assumed Liabilities subject to discharge, all liabilities and obligations of Seller under and in accordance with their respective terms and conditions. Except with respect of the Assets to the extent that such liabilities and obligations relate to periods from and after the Closing Date (collectively, the “Assumed Liabilities, Buyer ”). Purchaser shall not assume and shall not in or agree to pay or discharge any way be responsible for any of the debts, liabilities, or obligations of SellerSeller other than the Assumed Liabilities.

Appears in 1 contract

Samples: Network Asset Purchase Agreement (Cincinnati Bell Inc)

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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, pay and discharge and otherwise be responsible for the Assumed Liabilities subject to and in accordance with their respective terms and conditions. Except with respect to only 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (King Pharmaceuticals Inc)

Assumption of Assumed Liabilities. Subject to the terms and conditions of this Agreement, as of the Closing DateClosing, Buyer will deliver the Assignment and Assumption Agreement to Seller pursuant to which Buyer agrees to shall assume, and agrees upon the Closing, to satisfy, perform, pay, pay and 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (King Pharmaceuticals Inc)

Assumption of Assumed Liabilities. (a) Subject to the terms and conditions of this Agreement, as of the Closing DateDate and effective upon the Closing, Buyer will deliver the Assignment and Assumption Agreement to Seller pursuant to which Buyer agrees to assume, satisfy, perform, pay, pay and 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. (b) Notwithstanding anything contained in this Agreement to the contrary, Buyer shall not assume assume, and Sellers shall not in any way be responsible for any of remain liable for, the debts, liabilities, or obligations of SellerRetained Liabilities.

Appears in 1 contract

Samples: Asset Purchase Agreement (Zeratech Technologies USA, Inc.)

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