Assumption of Certain Liabilities by Buyer Sample Clauses

Assumption of Certain Liabilities by Buyer. Buyer and APC shall indemnify Holdings, PHL and their Subsidiaries for all Losses suffered by any of Holdings, PHL and their Subsidiaries as a result of the use by APC or its Subsidiaries after the Closing of any name pursuant to the Trademark License Agreement and use after the Closing of any forms, booklets and other written materials used by APC or its Subsidiaries prior to the Closing in the conduct of the APC Business. From and after the Closing Date, Buyer shall also be liable for all Losses incurred by Buyer, APC and their Subsidiaries arising out of or relating to the termination after the Closing of any employee of APC (except as provided in Section 2.2.3) or of any Subsidiaries of APC and shall indemnify PHL, Holdings and their Affiliates for any Losses reasonably incurred by them in connection with or as a result of any such termination, including, without limitation, any payments in the nature of severance ultimately required to be paid to any such terminating employees (except as provided in Section 2.2.3). From and after the Closing Date, Buyer shall take any and all actions necessary to comply with WARN and shall indemnify PHL, Holdings and their Affiliates against all Losses they incur as a result of any actual or alleged failure of Buyer or APC to take such actions.
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Assumption of Certain Liabilities by Buyer. From and after the Closing, Buyer shall, without any further responsibility or liability of or recourse to Sellers, Shareholder or any of their respective affiliates or their respective directors, shareholders, officers, employees, agents, consultants, representatives, successors, transferees or assignees, assume and be solely liable and responsible for the following liabilities and obligations (the "Assumed Liabilities"):
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Assumption of Certain Liabilities by Buyer. 6 2.7 All Other Liabilities Excluded..................................................................7
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Assumption of Certain Liabilities by Buyer. From and after the ------------------------------------------ Closing, Buyer shall assume and be liable and responsible for only the following liabilities and obligations directly relating to the ownership of the Purchased Assets or the operation of the Business (the "Assumed Liabilities") and no others:
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Assumption of Certain Liabilities by Buyer. Subject to the terms and conditions of this Agreement and except as otherwise provided in Section 1.5, Buyer shall, at Closing, assume and agree to pay, discharge or perform, as appropriate in the ordinary course in timely fashion, the following specific liabilities and obligations of Seller (collectively, the "Assumed Liabilities"):
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Assumption of Certain Liabilities by Buyer. At the Closing, Buyer shall assume and agree to pay and perform all obligations to be paid and performed by Seller pursuant to the leases, contracts and other agreements and arrangements to which Seller is then a party or is bound (i) disclosed on Schedule 7.6 hereto; or (ii) in writing and not required to be disclosed on Schedule 7.6 hereof; provided, however, that the same shall have been entered into or incurred in the ordinary course of Seller's Business (the "Assumed Liabilities").
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Assumption of Certain Liabilities by Buyer. (a) On the terms and subject to the conditions of this Agreement, and pursuant to the Assignment and Assumption Agreement (Exhibit B) attached hereto, Bxxxx agrees to assume, pay, satisfy, discharge, perform, and fulfil, from and after the Time of Closing, all obligations and liabilities of the TERRA Parties existing as of the Closing Date (the “Assumed Liabilities”) under:
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Assumption of Certain Liabilities by Buyer 
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Related to Assumption of Certain Liabilities by Buyer

  • Assumption of Certain Liabilities (a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assume, effective as of the Closing, and from and after the Closing Purchaser shall pay, perform, and discharge when due, all the liabilities, obligations, and commitments of Seller arising from or related to the Acquired Assets to the extent such liabilities, obligations, and commitments relate to the period from and after the Closing (the “Assumed Liabilities”).

  • Assumption of Certain Obligations Buyer shall assume only those liabilities related to the Business or Assets which are referred to in Section 2.2(a) or are otherwise expressly assumed in this Agreement (the "Assumed Liabilities").

  • Termination of Certain Contracts Purchaser shall have received evidence reasonably acceptable to Purchaser that the Contracts set forth on Schedule 10.3(e)(ix) involving any of the Target Companies and/or Sellers or other Related Persons shall have been terminated with no further obligation or Liability of the Target Companies thereunder.

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

  • Incorporation of Certain Representations The representations and warranties set forth in Section 5 of the Agreement are true and correct in all material respects on and as of the date hereof as though made on and as of the date hereof except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date.

  • Termination of Certain Provisions 46 SECTION 7.14.

  • Allocation of Certain Expenses Each Shareholder will, at the discretion of the Trustees, indemnify the Trust against all expenses and losses resulting from indebtedness incurred in connection with facilitating (i) requests pending receipt of the collected funds from investments sold on the date of such Shareholder’s redemption request; (ii) redemption requests from such Shareholder who has also notified the Trust of its intention to deposit funds in its accounts on the date of said redemption request; or (iii) the purchase of investments pending receipt of collected funds from such Shareholder who has notified the Trust of its intention to deposit funds in its accounts on the date of the purchase of the investments.

  • Termination of Certain Rights Any termination of this Lease pursuant to this Article 13 shall cause any right of the Lessee to extend the Term of this Lease, granted to the Lessee herein and any right of the Lessee to purchase the Leased Property contained in this Lease to be terminated and to be without further force or effect.

  • Indemnification of Certain Expenses The Company shall indemnify Indemnitee against all expenses incurred in connection with any hearing or proceeding under this Section 7 unless the Company prevails in such hearing or proceeding on the merits in all material respects.

  • Benefit of Certain Provisions The Borrower agrees that each Participant shall be deemed to have the right of setoff provided in Section 11.1 in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of setoff provided in Section 11.1 with respect to the amount of participating interests sold to each Participant. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 11.1, agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with Section 11.2 as if each Participant were a Lender. The Borrower further agrees that each Participant shall be entitled to the benefits of Sections 3.1, 3.2, 3.4 and 3.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3, provided that (i) a Participant shall not be entitled to receive any greater payment under Section 3.1, 3.2 or 3.5 than the Lender who sold the participating interest to such Participant would have received had it retained such interest for its own account, unless the sale of such interest to such Participant is made with the prior written consent of the Borrower, and (ii) any Participant not incorporated under the laws of the United States of America or any State thereof agrees to comply with the provisions of Section 3.5 to the same extent as if it were a Lender.

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