Assumption of Liabilities by the Company. (a) The Company shall assume all debts and other Liabilities (contingent, absolute or otherwise) of Parent, which Liabilities will be assumed by the Company at Closing, subject to the terms and conditions herein, including (the “Assumed Liabilities”):
Assumption of Liabilities by the Company. (a) The Company shall, at the Closing, assume from Xxxxxxxx and each Xxxxxxxx Member Affiliate (and, thereafter, pay, perform and discharge), and Xxxxxxxx shall, at the Closing, convey, transfer, assign and deliver, and cause to be conveyed, transferred, assigned and delivered by the Xxxxxxxx Member Affiliates to the Company, the P Chem Liabilities.
Assumption of Liabilities by the Company. At the Closing, Titan shall transfer, assign and delegate to the Company all of the liabilities set forth on EXHIBIT A hereto (the "LIABILITIES"), and the Company shall accept such transfer, assignment and delegation and assume and undertake to become liable for such Liabilities and agree to faithfully pay, perform and discharge such Liabilities when due. The Company further agrees that it shall indemnify, defend and hold harmless Titan, its affiliates, agents, officers, directors and employees from and against any and all losses, damages, liabilities expenses, costs, assessments and taxes (including, without limitation, interest, penalties and attorneys' fees) arising from or in connection with any debts, liabilities, obligations or contracts assumed under this Agreement.
Assumption of Liabilities by the Company. At the Closing, Contributors shall transfer, assign and delegate to the Company all of the liabilities set forth on Schedule 2.4 hereto (the “Liabilities”), and the Company shall accept such transfer, assignment and delegation and assume and undertake to become liable for such Liabilities and agree to faithfully pay, perform and discharge such Liabilities when due. The Company further agrees that it shall indemnify, defend and hold harmless Contributors, their affiliates, agents, officers, directors and employees from and against any and all losses, damages, liabilities expenses, costs, assessments and taxes (including, without limitation, interest, penalties and attorneys' fees) arising from or in connection with any debts, liabilities, obligations or contracts assumed under this Agreement.
Assumption of Liabilities by the Company. At the Closing, the Contributor shall transfer, assign and delegate to the Company all of the liabilities set forth on EXHIBIT A hereto (the "LIABILITIES"), and the Company shall accept such transfer, assignment and delegation and assume and undertake to become liable for such Liabilities and agree to faithfully pay, perform and discharge such Liabilities when due. The Company further agrees that it shall
Assumption of Liabilities by the Company. On the Closing Date, the Parties shall cause the Company to deliver to each of the Parties an undertaking (the “Assumption Agreement”), pursuant to which the Company shall, on and as of the Closing Date, assume and agree to perform, pay and discharge when due and after obtaining consents as required for such assignment, all the NCN Assumed Liabilities and Regal Assumed Liabilities (collectively, the “Assumed Liabilities”). The Company will not assume, and shall not be deemed to have assumed, any liability or obligation of any Party or any of its Affiliates, or any current or former employee of any Party or any of its Affiliates, of any kind or nature whatsoever, except as expressly provided in the Assumption Agreement and this Agreement.
Assumption of Liabilities by the Company. (a) The Company shall assume all debts and other Liabilities (contingent, absolute or otherwise) of Magla Products, which Liabilities will be assumed by the Company at Closing, subject to the terms and conditions herein, including (the “Assumed Liabilities”):
Assumption of Liabilities by the Company. (a) The Company shall, at the Closing, assume from Phillips and each Phillips Mxxxxx Xffiliate (xxx, xxxreafter, pay, perform and discharge), and Phillips shall, at the Closing, xxxxxx, transfer, assign and deliver, and cause to be conveyed, transferred, assigned and delivered by the Phillips Member Affiliates to xxx Xxxpany, the P Chem Liabilities.
Assumption of Liabilities by the Company. (a) The Company shall assume at the Closing and agrees to pay, perform, or otherwise discharge, as and when the same shall become due and payable, only the following liabilities of Seller and only to the extent that they arise from or relate to the operation of the Outsourcing Business or the ownership, possession or use of the Purchased Assets (the “Assumed Liabilities”):
Assumption of Liabilities by the Company. In consideration of the CEH Contributed Assets acquired by the Company hereunder, the Company has issued 21 Units to CEH as set forth above; and as further consideration for the CEH Contributed Assets, the Company hereby further accepts, assumes and agrees to fully perform all of CEH's obligations pursuant to and in connection with (a) the Note and (b) the closing of a short position in respect of U.S. Government securities established under CEH's account no. 624-12147-2-2-023 with Smith Barney (the "Short Position"), which Short Position represexxxx x xxxxxlity, measured at the close of business on December 3, 1997, in the amount of $2,194,500.
