Common use of Assumption of Certain Liabilities Clause in Contracts

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”).

Appears in 5 contracts

Samples: Membership Interest Purchase Agreement (Comstock Inc.), Membership Interest Purchase Agreement (AMERICAN BATTERY TECHNOLOGY Co), Membership Interest Purchase Agreement (AMERICAN BATTERY TECHNOLOGY Co)

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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, perform and discharge when due, all the following liabilities, obligations, 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 Sellers (the "Assumed Liabilities")., other than any Excluded Liabilities:

Appears in 2 contracts

Samples: Asset Purchase Agreement (U S Realtel Inc), Asset Purchase Agreement and Waiver (U S Realtel Inc)

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 Closing, Purchaser shall pay, perform, perform and discharge when due, all the following liabilities, obligations, obligations and commitments of Seller arising from or related to and the Acquired Assets to the extent such liabilities, obligations, and commitments relate to the period from and after the Closing Selling Subsidiaries (other than any Excluded Liabilities) (the “Assumed Liabilities”).):

Appears in 1 contract

Samples: Asset Purchase Agreement (PHC Inc /Ma/)

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 Closing, Purchaser shall pay, perform, perform and discharge when due, all only the following liabilities, obligations, obligations and commitments of Parent and Seller arising from or related (subject to the Acquired Assets Purchaser’s right to the extent dispute such liabilities and obligations in good faith with parties to whom such obligations are owed) (such liabilities, obligations, obligations and commitments relate to the period from and after the Closing (being the “Assumed Liabilities”).):

Appears in 1 contract

Samples: Assignment and Assumption Agreement (SCP Pool Corp)

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 Closing, Purchaser shall pay, perform, perform and discharge when due, all the liabilities, obligations, obligations and commitments of Seller arising from and any Seller Sub of any nature whatsoever, whether known or related unknown, asserted or unasserted, whether due or to become due ("liabilities") Related to the Acquired Assets to the extent such liabilities, obligations, and commitments relate to the period from and after the Closing Businesses (the "Assumed Liabilities")., other than any Excluded Liabilities, including:

Appears in 1 contract

Samples: Asset Purchase Agreement (Imation Corp)

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, perform and discharge when due, all of Seller's commitments and obligations under the Assigned Contracts solely to the extent such obligations are described in Schedule 3.05. The liabilities, obligations, obligations and commitments of Seller arising from or related that Purchaser is assuming pursuant to this Section 1.03(a) are referred to herein as the Acquired Assets to the extent such liabilities, obligations, and commitments relate to the period from and after the Closing (the “"Assumed Liabilities”)".

Appears in 1 contract

Samples: Technology Transfer Agreement (Dynamics Research Corp)

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

Appears in 1 contract

Samples: Asset Purchase Agreement (Cytec Industries Inc/De/)

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Assumption of Certain Liabilities. (a) Upon As further consideration for the terms and subject to Purchased Assets, at the conditions of this AgreementClosing, Purchaser shall assume, effective as of the Closing, assume and from and after the Closing Purchaser shall agree to pay, performperform and discharge, and discharge when due, all the liabilities, obligations, executory liabilities and commitments of Seller arising from included in or related pertaining to the Acquired Assets Purchases Assets, but only to the extent such of lease obligations that was incurred by Seller in the ordinary course of business (the Assumed liabilities, obligations), and commitments relate to the period from and after the Closing (the “Assumed Liabilities”).Excluding:

Appears in 1 contract

Samples: Asset Purchase Agreement (Peer Review Mediation & Arbitration Inc)

Assumption of Certain Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, Purchaser Buyer shall assume, effective as of the Closing, and from and after the Closing Purchaser Buyer shall pay, perform, perform and discharge when duedischarge, all of the liabilitiesfollowing obligations and liabilities of the Seller, obligationswhether express or implied, and commitments of Seller arising from liquidated, absolute, accrued, matured, unmatured, contingent or related to the Acquired Assets to the extent such liabilitiesotherwise, obligations, and commitments relate to the period from and after the Closing known or unknown (the “Assumed Liabilities”).):

Appears in 1 contract

Samples: Asset Purchase Agreement (Verastem, Inc.)

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, perform and discharge when due, all only the following liabilities, obligations, 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”)., except to the extent constituting Excluded Liabilities:

Appears in 1 contract

Samples: Asset Purchase Agreement (Arch Chemicals Inc)

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