Assumption of Contractual Liabilities Sample Clauses

Assumption of Contractual Liabilities. Notwithstanding anything in this Agreement, the Purchaser does not assume and has no obligation to discharge any liability or obligation under or in respect of any contract or Lease (i) which is not assignable in whole or in part without the consent, approval or waiver of the other party or parties to it or (ii) which cannot be performed by the Purchaser without the consent of the other party or parties to it, unless, in either case, such consent, approval or waiver has been obtained on terms satisfactory to the Purchaser, acting reasonably, or the Vendors has performed its obligations under Section 12.2 and the value of such contract or Lease has enured to the Purchaser.
Sample 1
AutoNDA by SimpleDocs
Assumption of Contractual Liabilities. At the Closing, Buyer shall assume all liabilities, warranty obligations and any other obligations with regard to performance under the Contracts from and after the Closing, and obligations to be performed after the effective time of the Closing under all performance bonds or other bonds or guarantees relating thereto entered into or made in the ordinary course of the Business which performance bonds or other bonds or guarantees are described on SCHEDULE 2.3, and copies of which have been previously made available to Buyer. Notwithstanding the foregoing, no Contract shall be assigned contrary to law or the terms of such Contract and, with respect to Contracts that cannot be assigned or novated to Buyer at the Closing, the performance obligations of the Company thereunder shall, unless not permitted by such Contracts, be deemed to be subleased or subcontracted to Buyer until such Contracts have been assigned or novated. At Buyer's request, the Company shall utilize its commercially reasonable efforts, and Buyer shall assist with respect thereto, to obtain any necessary consents or approvals required to assign or novate such Contracts. Buyer shall utilize its commercially reasonable efforts to perform and complete all Contracts in accordance with their terms. The Company shall utilize its commercially reasonable efforts to enforce the Contracts at the request, and at the sole expense, of Buyer if neither assignment, novation, subleasing nor subcontracting is permitted by the other party. The Company shall pay over to Buyer any amounts received by the Company after the effective time of the Closing as a result of performance by Buyer of such Contracts, which payment shall be made promptly, but in no event more than ten (10) business days following receipt thereof by the Company. Buyer shall not have any obligation to indemnify the Company pursuant to the terms of this Agreement with respect to any Contract for which Buyer has not received the necessary consents or approvals required to assign such Contract and cannot pursuant to the terms of such contract receive, and has not received, the financial benefit of such Contract despite Buyer's commercially reasonable efforts to perform thereunder. If any of the Contracts could expire in accordance with its terms after the six month anniversary of the Closing Date, then at such time Buyer shall use its commercially reasonable efforts to enter into new Contracts or otherwise amend or modify any Contracts assigned t...
Sample 1
Assumption of Contractual Liabilities. 14 ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE VENDOR 5.1 DUE CONSTITUTION OF THE VENDOR................................. 14 5.2 POWER.......................................................... 14
Sample 1
Assumption of Contractual Liabilities. Notwithstanding anything in this Agreement, the Purchaser shall not assume and shall have no obligation to discharge any liability or obligation under any Contract or Lease (a) which, as a matter of law, is not assignable in whole or in part without the Consent of the other party or parties thereto, unless such Consents have been obtained, and the value of such Contracts, Leases and Contractual Rights shall have enured to the Purchaser; and (b) which, as a matter of law, cannot be assumed by the Purchaser without the Consent of the other party or parties thereto, unless such Consent shall have been given.
Sample 1
Assumption of Contractual Liabilities. Notwithstanding anything in this Agreement, Xxxx does not assume and has no obligation to discharge any liability or obligation under or in respect to the Purchased Assets.
Sample 1
Assumption of Contractual Liabilities. Notwithstanding anything in this Agreement, the Purchaser does not assume and has no obligation to discharge any liability or obligation under or in respect of any Contract of the Vendor other than the agreement between the Vendor and Cannacopia Therapeutics Inc. (“Cannacopia”) dated January 29, 2020, for consulting services to be provided by Cannacopia for consideration of $5,250 per month (the “Consulting Agreement”). Within 2 weeks of the Closing Date, the parties shall endeavour to obtain the consent of Cannacopia to assign the Consulting Agreement from the Vendor to the Purchaser. If consent cannot be obtained within 2 weeks of the Closing Date, then the Vendor shall provide 4 months written notice to Cannacopia to terminate the Consulting Agreement and the Purchaser shall make the remainder of payments to Canaccopia pursuant to the Consulting Agreement.
Sample 1

Related to Assumption of Contractual Liabilities

  • Merger or Consolidation of, or Assumption of the Obligations of, Seller Any Person: (a) into which the Seller may be merged or consolidated, (b) that may result from any merger or consolidation to which the Seller shall be a party or (c) that 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 (or is deemed by law to have assumed such obligations), 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 shall have been breached and no Servicer Default, and no event that, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Seller shall have delivered to the Trustee and the Indenture 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 Trustee and the Indenture Trustee an Opinion of Counsel either: (A) stating that, in the opinion of such counsel, all financing statements, continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee and Indenture Trustee, respectively, in the Receivables and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c).

  • Merger or Consolidation of, or Assumption of the Obligations of, Servicer Any Person (i) into which the Servicer shall be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Servicer shall be a party or (iii) that shall succeed by purchase and assumption to all or substantially all of the business of the Servicer, which Person in any of the foregoing cases is an Eligible Servicer and executes an agreement of assumption to perform every obligation of the Servicer under this Agreement, shall be the successor to the Servicer under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided, however, that (x) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 7.3 and (y) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized and filed that are necessary to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest. The Servicer shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.3 to the Rating Agencies. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption and compliance with clauses (x) and (y) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above.

Time is Money Join Law Insider Premium to draft better contracts faster.