Common use of Assumption of Assumed Liabilities Clause in Contracts

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.

Appears in 3 contracts

Samples: Asset Purchase and License Agreement (Mabvax Therapeutics Holdings, Inc.), Asset Purchase and License Agreement (Mabvax Therapeutics Holdings, Inc.), Asset Purchase and License Agreement (Mabvax Therapeutics Holdings, Inc.)

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Assumption of Assumed Liabilities. Effective as of the Closing Date, Buyer hereby assumeswill assume and agree to pay, accepts discharge or perform, as appropriate, and agrees to timely perform otherwise be exclusively liable for, the liabilities and discharge in accordance with their respective terms any obligations of Seller that arise from and all after the Closing Date under the Assumed Contracts and use of the Assets (the "Assumed Liabilities; providedObligations"). Except as expressly provided elsewhere in this Agreement, however, that any Assumed Liabilities that are specifically assumed by Buyer pursuant to will not assume any other Transaction Document shall not be assumed pursuant to this Section 3claim, liability or obligation of Seller or any of its affiliates.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Digital Angel Corp), Asset Purchase Agreement (MedAire, Inc.)

Assumption of Assumed Liabilities. Effective as of the Closing DateClosing, 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ag&e Holdings Inc.)

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Assumption of Assumed Liabilities. Effective as of Purchaser agrees, effective on the Closing Date, Buyer hereby assumesto assume the Assumed Liabilities and thereafter to pay, accepts and agrees to timely perform and discharge such Assumed Liabilities in full, in accordance with their respective terms any and all of terms. Notwithstanding anything contained in this Agreement to the Assumed Liabilities; providedcontrary, however, that any Assumed Liabilities that are specifically assumed by Buyer pursuant to any other Transaction Document Purchaser shall not be assumed pursuant to this Section 3assume or become liable for any Retained Liability.

Appears in 1 contract

Samples: Asset Purchase Agreement (Syntellect Inc)

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