Assumption of Certain Liabilities; Excluded Liabilities Sample Clauses

Assumption of Certain Liabilities; Excluded Liabilities. THVG1 shall assume and be responsible for all of the obligations, duties and liabilities relating to the Baylor Centers (i) that are current trade payables incurred in the ordinary course of business of the Baylor Centers and are outstanding on the Effective Date, (ii) that are accrued employee vacation or sick leave benefits for employees of the Baylor Centers who are hired by USP on or immediately following the Closing Date or (iii) that arise due to acts or omissions occurring on or after the Effective Date, including without limitation obligations under the contracts, leases and other instruments or commitments that either (A) are described in SCHEDULE 9.6 attached hereto or (B) relate to the Baylor Centers, do not involve a non-cancellable financial obligation of more than $25,000 and are cancellable without cost or penalty no later than 12 months after the Closing Date. It is understood and agreed, however, that THVG1 shall not assume, pay or be responsible for any other liability, duty or obligation of Baylor or any of its Affiliates (except for THVG1 and its Subsidiaries) arising due to any act or omission occurring prior to the Effective Date, including without limitation: (a) any trade payable that is more than 60 days past due; (b) any obligation under any of Baylor's current real property leases relating to any Baylor Center (which shall be replaced at the Closing as provided in Section 12.8) or any other outstanding contract, lease, instrument or commitment not described in clause (iii) (A) or (8) above; (c) any claim or contingent liability arising from the operations of any Baylor Center prior to the Effective Date, or based upon any acts or omissions of Baylor or its Affiliates, employees, agents or independent contractors, or any other event that has occurred, prior to the Effective Date, including without limitation any malpractice claim, EEOC claim, workers' compensation claim or other claim by any present or former employee; (d) liabilities or obligations of Baylor or its Affiliates arising under the Medicare or Medicaid program or any other third party payor program; (e) the costs and expenses associated with this Agreement that, as provided in Section 10.4, are to be borne by Baylor; (f) any obligation or liability under any employee benefit plan (including without limitation any bonus, retirement, pension, profit sharing or similar plan) in which any employee of a Baylor Center participates, other than accrued employee vacation and s...
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Assumption of Certain Liabilities; Excluded Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, effective as of the Closing Date, Buyer shall assume and agree to pay, perform and discharge when due, and indemnify Sellers and hold each of them harmless from the following liabilities and obligations of the Crown Communications Business (the "Assumed Liabilities"): -------------------
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Assumption of Certain Liabilities; Excluded 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, only the following liabilities, obligations and commitments of Seller (subject to Purchaser’s right to dispute such liabilities and obligations in good faith with parties to whom such obligations are owed) (such liabilities, obligations and commitments being the “Assumed Liabilities”):
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Assumption of Certain Liabilities; Excluded Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, effective as of the Closing Date (and, with respect to any Assumed Contracts or other liabilities and obligations relating to or arising out of the Section 1.6 Assets, on the date the relevant Section 1.6 Assets are transferred to Buyer pursuant to Section 1.6), Buyer shall assume and agree to pay, perform and discharge when due, and indemnify Sellers and hold each of them harmless from the following liabilities and obligations of the Crown Communications Business (the "Assumed Liabilities"): -------------------
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Assumption of Certain Liabilities; Excluded Liabilities. Buyer shall, at the Closing, assume only those liabilities of Sellers that are expressly set forth on Schedule 2.3, provided that with respect to all leases, contracts, commitments, licenses, agreements and arrangements assumed by Buyer pursuant to this Section 2.3, all obligations of Sellers arising thereunder and to be performed prior to the Closing Date shall not be assumed by Buyer. Assumed Liabilities shall not include any other liabilities of Sellers of any kind or nature, whether absolute, contingent, accrued, known or unknown, which shall remain the liabilities of Sellers. Buyer shall not be obligated to engage any of Sellers' employees after the Closing. Sellers shall at or before Closing pay its employees all salary, bonus, vacation and sick pay, and other similar benefits that may have accrued to such employees as of the Closing Date, no part of which shall be assumed by Buyer; and in the event Buyer shall engage any of Sellers' employees after the Closing, Sellers shall have no responsibility for any salary, bonus, vacation and sick pay, and other similar benefit Buyer may agree to pay such employees after the Closing (even if it purports to relate to a period prior to the Closing Date).
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Assumption of Certain Liabilities; Excluded Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, effective as of the Closing Date, Buyer shall assume and agree to pay, honor, perform and discharge when due and payable, and indemnify and hold harmless Seller from any and all liabilities and obligations of Seller of any kind, character and description, whether accrued, absolute, contingent, or otherwise, whether arising before or after Closing relating to or arising from the operation of the Business or the Purchased Assets (the "ASSUMED LIABILITIES"), which will be evidenced by the execution and delivery of an Assignment and Assumption Agreement substantially in the form of Exhibit A attached hereto (the "ASSIGNMENT AND ASSUMPTION AGREEMENT").
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Assumption of Certain Liabilities; Excluded Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, effective as of the Closing Date, Buyer shall assume and agree to pay, honor, perform, and discharge when due and payable, and indemnify and hold harmless Seller from and against the specific liabilities and obligations set forth below which relate to the operation of the Business and the Acquired Assets as of the Closing Date (the “Assumed Liabilities”), which assumption by Buyer will be evidenced by the execution and delivery of an Assignment and Assumption Agreement substantially in the form of Exhibit A attached hereto (the “Assignment and Assumption Agreement”). The Assumed Liabilities shall consist solely of (i) all liabilities and obligations that arise or accrue following the Closing under the express terms of the Purchase Orders, Permits, and Contracts included in the Acquired Assets, but not including any liability or obligation for any breach thereof or default thereunder occurring prior to the Closing; and (ii) all current trade payable liabilities and obligations accrued on the Estimated Closing Statement or the Closing Balance Sheet in the amounts shown thereon as and to the extent (A) such liabilities and obligations relate exclusively to the Business or the Acquired Assets, and (B) were incurred by Seller in the ordinary course of business consistent with past practice (the “Assumed Accounts Payable”).
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Assumption of Certain Liabilities; Excluded Liabilities 
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Related to Assumption of Certain Liabilities; Excluded Liabilities

  • 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”).

  • Assumed Liabilities; Excluded Liabilities (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Sellers the Assumed Liabilities.

  • Certain Liabilities Except as disclosed on Schedule 4.10, to such Credit Parties’ knowledge, none of the present or previously owned or operated Property of any such Credit Party or of any Subsidiary thereof, wherever located, (i) has been placed on or proposed to be placed on the National Priorities List, the Comprehensive Environmental Response Compensation Liability Information System list, or their state or local analogs, or have been otherwise investigated, designated, listed, or identified as a potential site for removal, remediation, cleanup, closure, restoration, reclamation, or other response activity under any Environmental Laws; (ii) is subject to a Lien, arising under or in connection with any Environmental Laws, that attaches to any revenues or to any Property owned or operated by any Credit Party, wherever located, which could reasonably be expected to cause a Material Adverse Change; or (iii) has been the site of any Release of Hazardous Substances or Hazardous Wastes from present or past operations which has caused at the site or at any third party site any condition that has resulted in or could reasonably be expected to result in the need for Response that could cause a Material Adverse Change.

  • 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").

  • Assumed and Excluded Liabilities (a) The applicable Transferred Company shall assume and be responsible, from and after the Closing, for (i) all of the Liabilities of Seller and its Subsidiaries to the extent relating to, arising out of or resulting from the Transferred Companies or the ownership or operation of the Transferred Assets, whether incurred before, on or after the Closing, other than the Excluded Liabilities and except as otherwise expressly provided in this Agreement, (ii) all Liabilities in respect of the Assigned Contracts and (iii) all Liabilities set forth on Annex 2.3(a) ((i), (ii) and (iii) collectively, the “Assumed Liabilities”) and (b) one or more members of Seller Group, as applicable, shall assume and be responsible for (i) all of the Liabilities of the Transferred Companies to the extent relating to, arising out of or resulting from an Excluded Asset, whether incurred before, on or after the Closing, (ii) any Liability of Seller or any of its Subsidiaries to their employees in their capacity as employers under any employee benefits or similar plans, except to the extent expressly assumed by Buyer under Section 6.6, (iii) all Taxes for which Seller is responsible under Section 6.5(a), (iv) except as otherwise expressly provided in this Agreement or the Ancillary Documents, any liability for any fees or expenses incurred by Seller or any of its Subsidiaries (including the fees and expenses of legal counsel, any accountant, auditor, broker, financial advisor or consultant retained by Seller or its Subsidiaries or on their behalf) in connection with the preparation, negotiation, execution and delivery of this Agreement or the Ancillary Documents or the consummation of the transactions contemplated by this Agreement, (v) any Liabilities of the Transferred Companies relating to, arising out of or resulting from any business currently or formerly conducted by Seller or any of its Subsidiaries (other than Liabilities relating to, arising out of or resulting from (x) the provision of ILEC Services as conducted on the date of this Agreement or as of the Closing, (y) any similar business conducted by the Transferred Companies prior to the date of this Agreement that would constitute an ILEC Service but for the date restrictions contained in the definition thereof or (z) the Transferred Companies’ historic wireline business conducted within the Territory), and (vi) all Liabilities set forth on Annex 2.3(b), whether incurred before, on or after the Closing, except as otherwise expressly provided in this Agreement (collectively, the “Excluded Liabilities”). For the avoidance of doubt, the Excluded Liabilities (other than clause (v) of the definition thereof) are not intended to create and expressly exclude any obligation of any member of the Seller Group to assume or be responsible for any Liability related to the infringement, misappropriation or other violation of any Intellectual Property rights.

  • Excluded Liabilities Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):

  • Assumption of Liabilities On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Liabilities.

  • Assumption and Retention of Liabilities; Related Assets (a) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, EWS shall, or shall cause one or more members of the EWS Group to, assume or retain and EWS hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all EWS Benefit Plans (provided, that as between EWS and SNI, SNI shall be responsible for certain of those Liabilities pursuant to Section 2.01(b) of this Agreement), (ii) all Liabilities with respect to the employment, retirement, service, termination of employment or termination of service of all EWS Employees, Former EWS Employees, their dependents and beneficiaries and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of any member of the EWS Group or in any other employment, non-employment, or retainer arrangement or relationship with any member of the EWS Group), in each case to the extent arising in connection with or as a result of employment with or the performance of services for any member of the EWS Group, and (iii) any other Liabilities expressly assumed by or retained by EWS or any of its Subsidiaries or Affiliates under this Agreement. For purposes of clarification and the avoidance of doubt, (x) the Liabilities assumed or retained by the EWS Group as provided for in this Section 2.01(a) are intended to be EWS Liabilities as such term is defined in the Separation Agreement, and (y) the Parties intend that such Liabilities assumed or retained by the EWS Group include the retirement benefits and health and welfare plan benefits under the EWS Benefit Plans for all EWS Employees, Former EWS Employees, their dependants, beneficiaries, alternate payees and surviving spouses.

  • Merger, Consolidation or Assumption of the Obligations of Seller; Certain Limitations Any Person (i) into which the Seller may be merged or consolidated, (ii) which may result from any merger, conversion or consolidation to which the Seller shall be a party or (iii) which may succeed to all or substantially all of the business of the Seller, 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 under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, except that if the Seller in any of the foregoing cases is not the surviving entity, then the surviving entity shall execute an agreement of assumption to perform every obligation of the Seller hereunder. The Seller shall satisfy the Rating Agency Condition with respect to any merger, consolidation or succession pursuant to this Section.

  • Liabilities of Seller All liabilities of Seller related to the Business or the Assets that are not Assumed Liabilities will be promptly paid by Seller as they come due.

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