Assumption of Assumed Obligations. To the extent that a Seller Local Entity sells assets, the Buyer Local Entity shall assume and agree to accept only the following (collectively, the "Assumed Obligations"):
(i) all trade payables, accounts payable, accrued payroll, accrued expenses, accrued wages, accrued payroll taxes, accrued vacation pay and other current liabilities of the Seller Local Entity relating to the Global Business and included in the calculation of Net Working Capital and other liabilities reflected on the Financial Statements which Purchaser agrees to assume. (the "Assumed Liabilities"); and
(ii) the obligations of the Seller Local Entity arising and to be performed under the Seller Local Entity's contracts, each of which shall be listed on a Schedule to the Local Purchase Agreement (the "Assumed Contracts").
Assumption of Assumed Obligations. (a) In consideration of the assignment provided for in Section 1 hereof and the payment by Assignor to Assignee provided for in paragraph 2 (b) below, and conditioned upon such payment, Assignee hereby assumes the Assumed Obligations. The Assignee does hereby expressly acknowledge and agree that it will be fully bound by the terms of the Purchase Agreement to the same extent as if it were an original party thereto, and that except as expressly provided for herein, Assignee shall indemnify and hold harmless Assignor from any liability or obligation arising out of the Assumed Obligations.
(b) As partial consideration for the assumption of the Assumed Obligations, Assignor agrees to pay to Assignee the Assignment Consideration, defined below. The "Assignment Consideration" is the sum of the (i) Purchase Price of $6,900,000, plus (ii) any amounts due to the Seller pursuant to the letter agreement dated December 19, 2005, between Assignor and Seller providing for a payment of $14,000 per day in certain circumstances, plus (iii) to the extent that there are any sales taxes payable as a consequence of the sale and purchase of Rig #2 and the Seller is not responsible for such taxes, the amount of such taxes, less (iv) the $3,646,500 appraised value of Rig #2, less (v) the $690,000 Deposit previously paid by Assignor. The Assignment Consideration shall be paid by Assignor to Assignee simultaneously with Assignee's payment to Seller of all sums due at the closing of the Purchase Agreement. The Assignment Consideration shall be applied by the Assignee towards the remaining Purchase Price for Rig #2 at the closing of the Purchase Agreement. If for any reason the Purchase Agreement does not close and the Assignment Consideration has been paid to Assignee, and if Assignee does not have any continuing liability under the Purchase Agreement, the Assignment Consideration shall be repaid by Assignee to Assignor. Notwithstanding anything to the contrary contained herein, if the Purchase Agreement does not close as a result of default by Assignee to fully perform the Assumed Obligations, the Assignment Consideration shall be repaid to Seller regardless of whether Assignor has continuing liability under the Purchase Agreement.
Assumption of Assumed Obligations. (a) On the terms and subject to the conditions set forth in this Agreement, at the related Non-Issuer Transfer Closing on the related Non-Issuer Transfer Closing Date, Purchaser shall assume and hereby agrees to pay, perform and otherwise discharge fully and timely, effective as of the related Non-Issuer Transfer Closing Date, the Assumed Contracts in respect of the related Non-Issuer Transfer Asset Group.
(b) On the terms and subject to the conditions set forth in this Agreement, at the related Issuer Transfer Closing on the related Issuer Transfer Closing Date, Purchaser shall assume and hereby agrees to pay, perform and otherwise discharge fully and timely, effective as of the related Issuer Transfer Closing Date, the Assumed Contracts and Assumed Liabilities in respect of the related Issuer Transfer Asset Group. Section 2.03
Assumption of Assumed Obligations. The Buyer does hereby assume and agree to pay, perform and discharge promptly and in full when due all of the Assumed Obligations.
Assumption of Assumed Obligations. Effective on the Effective Time, BUYER assumes all rights, liabilities, duties, obligations, risk of loss, Claims, Losses and any related responsibility for the ownership, operation or use of the Assets and the business related exclusively thereto and any condition of or on the Assets (including, without limitation, environmental matters and Environmental Defects) attributable to any period of time, whether before, on or after the Effective Time; excluding, however, the Retained Liabilities (collectively, the "Assumed Obligations"). Notwithstanding anything contained in this Agreement to the contrary, the assumption by BUYER of the Assumed Obligations shall not excuse or otherwise limit DEFS' indemnity obligations under Article XL
Assumption of Assumed Obligations. 17- 2.1 PURCHASED ASSETS . . . . . . . . . . . . . . . . . . . -17- 2.2
Assumption of Assumed Obligations. Buyer shall have acknowledged and delivered to Distribution such instruments of transfer relating to the Assumed Obligations as shall be necessary for Buyer to assume all of the Assumed Obligations.
Assumption of Assumed Obligations. Assignee shall protect, defend, indemnify and hold Assignor harmless from the payment of any actual loss, cost, expense, liability, obligation, damage, demands, claims, suits, sanctions of every kind and character, including without limitation, reasonable fees and expenses of attorneys, technical experts and expert witnesses reasonably incidental to matters indemnified against; excluding, however, any punitive or exemplary damages (“Losses”), whether direct, contingent or otherwise, assessed against Assignor which are payable with respect to the ownership or operation of the Assets from and after the Effective Time (the “Assumed Liabilities”). Assignor shall protect, defend, indemnify and hold Assignee harmless from the payment of any and all Losses, whether direct, contingent or otherwise assessed against Assignee or Assignor which are payable with respect to the ownership or operation of the Assets prior to the Effective Time.
Assumption of Assumed Obligations. Except as set forth herein, upon consummation of, and effective as of, the Closing Date, Buyer will assume and become responsible for all liabilities and obligations of the CPE Business (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including, without limitation, (a) all liabilities of the Seller under the agreements, contracts, leases, licenses and other arrangements related to the CPE Business (whether or not Assumed Contracts or Required Consents), (b) all liabilities arising as a result of any injury to individuals or property as a result of the ownership, possession or use of any product related to the CPE Business (including injury arising as a result of the incapability of any such product to fully perform at dates after the year 2000), (c) all liabilities arising as result of any infringement of, violation upon, misappropriation of or conflict with any Intellectual Property Right of any third party by any Business Asset, (d) all liabilities arising as a result of any failure of Seller to comply with any applicable law or regulation (including, but not limited to environmental and tax laws) relating to the CPE Business and (e) all liabilities arising as a result of any claim, action, suit, arbitration, mediation or investigation related to the CPE Business. The liabilities, debts and obligations assumed by Buyer hereunder are collectively referred to herein as the "Assumed Obligations." Notwithstanding anything herein to the contrary, Assumed Obligations shall not include any Non-Assumed Liabilities (as defined in Section 4.4 below).
Assumption of Assumed Obligations. Effective on the Effective Date, BUYER shall assume all rights, liabilities, duties, obligations, risk of loss, Claims, Losses and any related responsibility for the ownership, operation or use of the Assets and the business related thereto and any condition of or on the Assets attributable to any period of time, whether before, on or after the Effective Time; excluding, however, the Retained Liabilities (collectively, the "Assumed Obligations"). Notwithstanding anything contained in this Agreement to the contrary, the assumption by BUYER of the Assumed Obligations shall not excuse or otherwise limit DEFS' obligations under Sections 7.4 or 7.5 or DEFS' indemnity obligations under Article XI. ARTICLE V
