Assumption of Certain Liabilities and Obligations by Purchaser Sample Clauses

Assumption of Certain Liabilities and Obligations by Purchaser. (a) If the Closing occurs and subject to Section 6.1(b) and Section 6.3, Purchaser shall assume and pay, perform, fulfill and discharge all Liabilities relating to (i) the ownership and operation of the Assets on or after the Effective Time including, but not limited to, any obligation for make-up gas according to the terms and conditions of the applicable Product Sales and Transportation Agreements and Operating Agreements; all obligations to properly plug and abandon all xxxxx, pipelines and other facilities now or thereafter located on the Leases and to restore the surface of the Leases and the Lands, excluding Conditions for which Seller has indemnified Purchaser hereunder, in accordance with applicable lease or other agreements and Laws, (ii) the obligation to plug and abandon all Xxxxx located on the Lands and reclaim all well sites located on the Lands, regardless of whether any such obligation to plug and abandon is attributable to periods of time prior to or after the Effective Time, (iii) the matters set forth on Exhibit C-1, and (iv) after the expiration of the Survival Period, Liabilities related to or arising under Environmental Law with respect to the ownership or operation of the Assets before the Effective Time, but only to the extent not asserted pursuant to Section 6.3 before the expiration of the Survival Period (collectively, the “Assumed Liabilities”), provided however, that the Assumed Liabilities shall not include any Retained Liabilities. Purchaser agrees to execute and deliver any specific assumption agreements, bonds, applications, or financial assurances, if any, required to effectuate the assumption of the Assumed Liabilities. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser is not assuming any Liabilities of Seller or any of its Affiliates, and Seller and their Affiliates shall retain sole responsibility for and shall defend, indemnify and hold harmless Purchaser for all Liabilities (including those related to Environmental Laws) resulting from, relating to or arising out of (i) the ownership, use, operation or condition of the Assets prior to the Effective Time (except to the extent Liabilities relating to the obligation to plug and abandon Xxxxx are assumed pursuant to Section 6.1(a)(ii) and to the extent Liabilities under Environmental Laws are assumed after the Survival Period pursuant to Section 6.1(a)(iv)), (ii) the Excluded Assets, (iii) any Taxes of any Person within Sellers’s group, whether by ...
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Assumption of Certain Liabilities and Obligations by Purchaser. If the Closing occurs, (a) Purchaser assumes all obligations that are attributable to the Assets on or after the Effective Time including, but not limited to, any obligation for make-up gas according to the terms and conditions of the applicable gas contracts, and all obligations to properly plug and abandon all xxxxx, pipelines and other facilities now or thereafter located on the Leases (regardless of whether any such obligation to plug and abandon is attributable to periods of time prior to or after the Effective Time) and restore the surface of the Leases and perform any other surface or subsurface remedial requirements in accordance with applicable lease or other agreements and governmental (including environmental) laws, orders and regulations, and (b) Purchaser agrees to execute and deliver any specific assumption agreements, bonds, or other financial assurances, if any, required by governmental authorities or otherwise identified on Schedule J to effectuate the assumption of such obligations. If the Closing occurs, Seller shall retain all obligations that are attributable to the Assets prior to the Effective Time, other than those obligations attributable to periods prior to the Effective Time specifically assumed by Purchaser under this Section 6.1(a).
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Assumption of Certain Liabilities and Obligations by Purchaser. If the Closing occurs, (a) Purchaser assumes all obligations that are attributable to the Assets on or after the Effective Time including, but not limited to, any obligation for make-up gas according to the terms and conditions of the applicable gas contracts, and all obligations to properly plug and abandon all xxxxx, pipelines and other facilities now or thereafter located on the Leases (regardless of whether any such obligation to plug and abandon is attributable to periods of time prior to or after the Effective Time) and restore the surface of the Leases in accordance with and to the extent required under applicable lease or other agreements and governmental (including environmental) laws, orders and regulations, and (b) Purchaser agrees to execute and deliver any specific assumption agreements, bonds, or other financial assurances, if any, required to effectuate the assumption of such obligations.
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Assumption of Certain Liabilities and Obligations by Purchaser. If the Closing occurs, (a) Purchaser assumes all obligations that are attributable to the Assets on or after the Effective Time including, but not limited to, any obligation for make-up gas according to the terms and conditions of the applicable gas contracts, and all obligations to properly plug and abandon all xxxxx, pipelines and other facilities now or thereafter located on the Land or the Leases (regardless of whether any such obligation to plug and abandon is attributable to periods of time prior to or after the Effective Time, regardless of whether any such well or facility was listed on any exhibit hereto, and regardless of whether any such obligation arises from the failure of Seller to properly or timely plug and abandon any such well or facility) and restore the surface of the Land and the Leases in accordance with applicable lease or other agreements and governmental (including environmental) laws, orders and regulations, and (b) Purchaser agrees to execute and deliver any specific assumption agreements, bonds, or other financial assurances, if any, required to effectuate the assumption of such obligations.
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Assumption of Certain Liabilities and Obligations by Purchaser. If the Closing occurs, (a) Purchaser assumes all obligations that are attributable to the Assets on or after the Effective Time including, but not limited to, any obligation for make-up gas according to the terms and conditions of the applicable Product Sales and Transportation Agreements and Operating Agreements; all obligations to properly plug and abandon all xxxxx, pipelines and other facilities now or thereafter located on the Leases (regardless of whether any such obligation to plug and abandon is attributable to periods of time prior to or after the Effective Time) and to restore the surface of the Leases and the Lands in accordance with applicable lease or other agreements and governmental (including environmental) laws, orders and regulations; and (b) Purchaser agrees to execute and deliver any specific assumption agreements, bonds, applications, or financial assurances, if any, required to effectuate the assumption of such obligations. Provided however, that Purchaser does not assume any obligations or liabilities of Seller attributable to the Assets to the extent such obligations or liabilities consist of the following: (i) attributable to or arise out of the ownership, use or operation of the Excluded Assets; or (ii) attributable to any Income Tax Liability or Franchise Tax Liability.
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Assumption of Certain Liabilities and Obligations by Purchaser. Except as otherwise provided in Section 4.2 hereof, from and after the Closing Date, Purchaser shall, without any further responsibility or liability of, or recourse to, Sellers, or any of their respective directors, shareholders, officers, employees, agents, consultants, representatives, Affiliates, successors or assigns, absolutely and irrevocably assume and be liable and solely responsible for the following liabilities, claims, obligations, costs and expenses of any kind or nature whatsoever, whether arising before or after the Closing and whether known or unknown, fixed or contingent, matured or unmatured ("Liabilities"), arising out of or relating to: (a) the ownership, use or possession of the Assets after the Effective Time, including any claim that a product used, manufactured, sold or offered for sale by Purchaser after the Effective Time infringes any patent, copyright, trademark or other intellectual property right; (b) the Business or the conduct of the Business after the Effective Time; (c) Liabilities with respect to employee and employee benefits matters assumed by Purchaser under Article 5; (d) Liabilities under or with respect to the Contracts, Intellectual Property Licenses and Permits (other than to the extent that such Liabilities are attributable to or accrue or arise from any act or omission prior to the Effective Time); (e) Liabilities with respect to the Business set forth on the Reference Balance Sheet or which arise after the Reference Date in the ordinary course and are reflected on the Final Closing Net Working Capital Statement; and (f) Liabilities for Taxes allocated to Purchaser pursuant to Sections 14.2(b) and 14.2(c). The Liabilities described in the foregoing clauses (a) through (f) are referred to collectively as the "Assumed Liabilities").
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Related to Assumption of Certain Liabilities and Obligations by Purchaser

  • ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS The Assuming Institution agrees with the Receiver and the Corporation as follows:

  • Assumption of Liabilities and Obligations As of the Closing Date, Buyer shall (a) assume and undertake to pay, discharge, and perform all obligations and liabilities of the Seller under the Licenses and the Assumed Contracts insofar as they relate to the time on and after the Closing Date, and arise out of events related to Buyer's ownership of the Assets or its operation of the Station on or after the Closing Date and those relating to the period prior to the Closing which Buyer agrees to assume pursuant to the prorations and adjustments and (b) shall pay that portion of the principal and interest due and payable following the Closing Date pursuant to the terms of the Credit Agreement dated as of December 29, 1995, among Whitxxxxx Xxxia, Inc. and its Affiliates, the several Lenders From Time to Time Parties thereto, CIBC Inc., as Documentation Agent, and Banque Paribas, as Administrative Agent that is allocable to the Station as set forth in Schedule 6.03 to the Credit Agreement. Buyer shall not assume any other obligations or liabilities of Seller, including (i) any obligations or liabilities under any Contract not included in the Assumed Contracts, (ii) any obligations or liabilities under the Assumed Contracts relating to the period prior to the Closing Date, (iii) any claims or pending litigation or proceedings relating to the operation of the Station prior to the Closing, (iv) any obligations or liabilities arising under agreements entered into other than in the ordinary course of business, (v) any obligation to any employee of the Station for severance benefits, vacation time, or sick leave accrued prior to the Closing Date relating to any employee of Seller who is not employed or offered employment by Buyer within the 90-day adjustment period, or (vi) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of Seller prior to the Closing, and all such obligations and liabilities shall remain and be the obligations and liabilities solely of Seller.

  • Assumption of Certain Liabilities a. Notwithstanding anything contained in this Agreement or in any Exhibit to the contrary, Buyer is not and shall not assume any liabilities of the Business or of the Seller, except for the following liabilities of the Seller pertaining solely to the operation of the Business after the Closing Date (the “Assumed Liabilities”): i. The obligations of Seller and related payment requirements from and after the Closing Date under the unexpired facility leases for the office of Seller as set forth on the Schedule of Lease Obligations attached hereto as Exhibit 5-A1. ii. The obligations of Seller and related payment requirements from and after the Closing Date under any equipment lease, lease/purchase or maintenance agreements for those items of office equipment to be purchased by Buyer pursuant to this Agreement, as set forth on the Schedule of Equipment Leases attached hereto as Exhibit 5-A2. iii. The obligation to pay the Buyer’s customary and normal commissions with respect to mortgage transactions which are pending at the time of Closing and which are finalized following Closing. iv. The obligation to pay to Shareholder monthly rent in the amount of SIX THOUSAND FOUR HUNDRED ELEVEN and 45/100 Dollars ($6,411.45), as well as one prorated payment of THREE THOUSAND TWO HUNDRED FIVE and 73/100 Dollars ($3,205.73), that has been prepaid by Seller Parties through March 2007. Such amount shall be paid pursuant to the Promissory Note. b. Notwithstanding anything contained in this Agreement or in any Exhibit to the contrary, Buyer does not assume any liability not being identified herein as being assumed by Buyer, and in particular (by way of illustration and not limitation) Buyer does not assume any of the following liabilities, which liabilities will remain the obligations of Seller (such liabilities are herein collectively referred to as the “Excluded Liabilities”): i. Any and all trade payables outstanding, accrued to, or due as of the Closing Date. ii. Any and all accrued salaries, overtime pay, vacation pay, holiday pay, accrued time off pay of any type, expenses and other employee compensation for both temporary and permanent employees of Seller payable up to the Closing Date unless otherwise assumed hereunder. iii. FICA, withholding, and other payroll related taxes payable up to the Closing Date for any and all periods prior to the Closing Date. iv. Sales tax obligations for any and all services rendered prior to the Closing Date. v. Other taxes, fees and assessments payable by Seller or accrued as of the Closing Date. vi. Audit or other similar adjustments, including any penalties or fines, related to FICA and other payroll taxes, sales taxes, retirement plan contributions, workers’ compensation insurance and similar expenses subject to audits and adjustments for occurrences and time periods prior to the Closing Date. vii. Federal and state taxes on income earned by Seller prior to the Closing Date and accrued to or payable as of the Closing Date. viii. Revolving credit line obligations or other short term bank borrowings, long term bank loans or installment payment debts of Seller. ix. Notes and other financial instruments payable by Seller. x. Any and all notes payable, advances, deferred compensation or other debts owed to Shareholders, or any other employee of, or contractor to, Seller, including any payments related to compensation, vacation pay, sick pay, fringe benefits, or reimbursable expenses related to the employment of, or services performed by, any of such individuals prior to the Closing Date. xi. Any and all other liabilities of Seller existing as of the Closing Date and not specifically listed as being assumed by Buyer in Section 5a of this Agreement. xii. Any contingent or unstated liabilities of Seller including, but not limited to, liabilities occurring as a result of legal actions, suits or other claims and resulting from actions or other occurrences which took place prior to the Closing Date. c. All of the Assets shall be free of any liens, claims, liabilities, charges, restrictions, royalties, fees or other encumbrances other than (i) liens for Taxes which are not due and payable as of the Closing Date, (ii) the leases set forth on the Schedule of Lease Obligations at Exhibit 5-A1, (iii) the equipment leases, lease/purchase or maintenance agreements set forth on the Schedule of Equipment Leases at Exhibit 5-A2, and (iv) encumbrances which would not have a material adverse effect on the Business (collectively, the “Permitted Encumbrances”). No later than the Closing Date, the Seller shall secure written releases for the Assets acquired from the holder of any lien, security interest or other obligation of the Seller related to any lien, security interest or other encumbrance attaching to all or any category of the assets of Seller.

  • Survival of Certain Representations and Obligations The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

  • Payments on Termination and Survival of Certain Rights and Obligations Payments to the Advisor pursuant to this Section 13.03 shall be subject to the 2%/25% Guidelines to the extent applicable. (i) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Company within 30 days after the effective date of such termination (A) all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement and (B) the Subordinated Performance Fee Due Upon Termination, provided that no Subordinated Performance Fee Due Upon Termination will be paid if the Company has paid or is obligated to pay the Subordinated Incentive Fee. (ii) The Advisor shall promptly upon termination: (a) pay over to the Company all money collected pursuant to this Agreement, if any, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (b) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (c) deliver to the Board all assets and documents of the Company then in the custody of the Advisor; and (d) cooperate with the Company to provide an orderly transition of advisory functions.

  • Assumption of Liabilities Subject to the exceptions and exclusions of this Section 2.6, the Buyer agrees that on the Effective Date, it will assume and agree to perform and pay when due: (i) all Trade Payables, (ii) all unperformed and unfulfilled obligations under the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted on and after the Closing Date (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilities.

  • Liabilities and Obligations 33 6.8 Conformity with Law; Litigation.................................33 6.9 No Violations...................................................33 6.10

  • Non-Performance of Certain Covenants and Obligations The Borrower shall default in the due performance or observance of any of its obligations under Section 7.1.1, Section 7.1.7, Section 7.1.11 or Section 7.2.

  • Termination of Conditions and Obligations The conditions precedent imposed by Section 5 or this Section 7 upon the transferability of the Shares shall cease and terminate as to any particular number of the Shares when such Shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition set forth in the Registration Statement covering such Shares or at such time as an opinion of counsel satisfactory to the Company shall have been rendered to the effect that such conditions are not necessary in order to comply with the Securities Act.

  • Merger or Consolidation of, or Assumption of the Obligations of, Seller Any Person (a) into which the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which the Seller shall be a party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Trustee an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

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