Common use of Assumption of Liabilities Clause in Contracts

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 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 and the Seller agrees to pay and discharge all Liabilities and obligations of the Seller other than the Assumed Liabilities.

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees Buyers agree to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer Buyers 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 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 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 liability of the Seller not included within the definition of Assumed 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 Buyer 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 Retained Liabilities not included within the definition of Buyer Assumed 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 liability of the Seller not included within the definition of Assumed 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 Sellers not included within the definition of Assumed 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 liability of the Seller Sellers not included within the definition of Assumed 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 liability of the Seller Target not included within the definition of Assumed 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 only 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 Sellers or any Subsidiaries of Parent not included within the definition of Assumed 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 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 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 liability of the Seller Nautilus not included within the definition of Assumed Liabilities.

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, at the Closing the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the ClosingLiabilities. 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 of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees Buyers agree to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer Buyers will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller Sellers not included within the definition of Assumed Liabilities and the Sellers agree to pay and discharge all Liabilities and obligations of the Sellers other than the Assumed 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 Contracts at the ClosingClosing as described in the Assignment and Assumption of Assumed Contracts in the form attached as an exhibit to this Agreement. The Buyer will not assume or have any responsibility, however, with respect to any other obligation obligations or Liability liabilities of the Seller which are not included within the definition of Assumed LiabilitiesContracts.

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees Buyers agree to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer Buyers 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, and the Seller agrees to pay and discharge all Liabilities and obligations of the Seller other than the Assumed 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 liabilities of the Seller not included within the definition Schedule of Assumed LiabilitiesLiabilities as set forth in Schedule C2.

Assumption of Liabilities. On Upon the Closing pursuant to this Agreement and subject to the terms hereof and conditions in consideration of this Agreementthe purchase by Buyer of the Acquired Assets, the Buyer agrees to shall assume and become responsible for all of the Assumed Liabilities at the ClosingLiabilities. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability liability of the Seller not included within the definition of Assumed Liabilities.

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees Buyers agree to jointly and severally assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer Buyers will not assume or have any responsibility, however, with respect to any other obligation or Liability liability of the Seller not included within the definition of Assumed 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 obligations or Liability liability of the Seller which is not included within an Assumed Liability. Without limiting the definition foregoing, the Seller shall not assume or be responsible for any liabilities accrued on the Seller's balance sheet as of Assumed Liabilitiesthe Closing Date.

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees Buyers agree to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer Buyers will not assume or have any responsibility, however, with respect to any other obligation or Liability the Retained Liabilities and the Seller agrees to pay and discharge all of the Seller not included within the definition of Assumed Retained 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 ClosingLiabilities. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within in the definition of Assumed 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 Excluded Liabilities, any and all of which shall be retained by Target and discharged and satisfied by Target in the Seller not included within ordinary course, for which Sellers shall remain solely liable and responsible and for and against which Sellers shall indemnify and hold Buyer harmless in accordance with the definition provisions of Assumed Liabilitiesthis Agreement.

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

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

Assumption of Liabilities. On the terms and subject to the terms and conditions of set forth in this Agreement, the Buyer agrees to shall assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will shall 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 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 Xxxxxxx not included within the definition of Assumed Liabilities. At the Closing, Xxxxxxx will be released from any further liability on the Assumed Liabilities, except as otherwise provided herein.

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible responsible, together with the Buyer Affiliates, for all of the Assumed Liabilities at the Closing. The Neither Buyer nor any Buyer Affiliate will not assume or have any responsibility, however, responsibility with respect to any other Liability or obligation or Liability of the Seller not included within in the definition of Assumed 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 Notwithstanding the foregoing, the Buyer will not assume or have any responsibility, however, responsibility with respect to any other obligation obligations or Liability of liabilities that are Excluded Liabilities and the Seller not included within the definition of Assumed Solo Parties shall pay, perform, and discharge all Excluded Liabilities.

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, concurrently with the execution and delivery hereof, the Buyer agrees to assume assumes and become becomes responsible for all of the duties, obligations and liabilities relating to performance under the Contracts on and after the Closing Date (as hereinafter defined) (the "Assumed Liabilities at the ClosingLiabilities"). The Buyer will does not assume or have any responsibility, however, responsibility with respect to any other obligation or Liability liability of the Seller not included within the definition of Assumed 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. Seller will also transfer to Buyer all property held by Seller as custodian or other fiduciary together with all agreements with the beneficiaries thereof and Buyer agrees to assume all obligations under such agreements.

Assumption of Liabilities. On Upon the Closing and subject to the terms and conditions of this Agreement, the Buyer agrees to assume hereby assumes and become becomes responsible for all of the Assumed Liabilities at the ClosingLiabilities. The Seller acknowledges that the Buyer will has not assume assumed or have has any responsibility, however, with respect to responsibility for any other obligation or Liability of the Seller not included within the definition of Assumed LiabilitiesSeller.

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, responsibility with respect to any other obligation or Liability of the Seller Sellers not included within in the definition of Assumed Liabilities.

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and assume, become responsible for for, and hold the Seller harmless on account of 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 liability of the Seller not included within the definition of Assumed 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 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 Closingclosing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the any Seller not included within the definition of Assumed 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 Excluded Liabilities, which shall remain the obligations of the Seller not included within Company following the definition of Assumed LiabilitiesClosing.

Assumption of Liabilities. On and subject to the terms and conditions of this AgreementAgreement (including Section 7.2(c)), the Buyer agrees Buyers agree to jointly and severally assume and become responsible for all of the Assumed Liabilities at from and after the ClosingClosing Date. The Buyer Buyers 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 Excluded Liabilities.

Assumption of Liabilities. On terms 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 liability of the Seller not included within the definition of Assumed Liabilities.

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible responsible, for all of the Assumed Liabilities at the Closing. The , However, the Buyer will not assume or have any responsibility, howeverwhatsoever, with respect to any other obligation or Liability of the Seller not expressly included within the definition of Assumed 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 (as herein defined) at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability liability of the Seller not included within the definition of Assumed Liabilitiesherein included.

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 Sellers not included within the definition of Assumed Liabilities.

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to shall 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 Excluded Liabilities.

Assumption of Liabilities. On Upon the terms and subject to the terms and conditions of set forth in this Agreement, Buyer, at the Closing, Buyer agrees to shall assume and become responsible for all of the Assumed Liabilities at the ClosingLiabilities. 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 of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer Purchaser agrees to assume and become responsible for all of the Assumed Liabilities at the Closing, as set forth on Schedule 2.2. The Buyer Purchaser will not assume or have any responsibility, however, responsibility with respect to any other obligation obligations or Liability of the Company or the Seller not included within the definition of Assumed 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 Sellers not included within the definition of Assumed 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 from and after the Closing. The Neither the Buyer nor EAE 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 of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible only for all of the Assumed Liabilities (if any) at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller or the Web Site not specifically included within the definition of Assumed 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 from and after 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 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 liability of the any Asset Seller not included within the definition of Assumed 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 from and after 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.with

Assumption of Liabilities. On the terms 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 ClosingClosing and the sales and use taxes involved in or levied on the transaction. 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 of Liabilities. On and subject to the terms and conditions of this Agreement, at the Closing, the Buyer agrees to shall assume and become responsible for all Assumed Liabilities of the Assumed Liabilities at the ClosingSeller. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller Triant Holdings or any of its Subsidiaries not included within the definition of Assumed Liabilities.

Assumption of Liabilities. On the terms and subject to the terms and conditions of this Agreement, as part of the consideration for the Acquired Assets, 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, responsibility whatsoever with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Liabilities.

Assumption of Liabilities. On Upon 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 and/or Seller Subs not included within the definition of Assumed 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 Excluded Liability or any other obligation or Liability of the Seller not specifically included within the definition of Assumed Liabilities.

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, at the Closing, but effective as of the Effective Time, the Buyer agrees to assume and become responsible for payment and/or performance of all of the Assumed Liabilities at Liabilities. Neither the Closing. The Buyer nor the Parent will not assume or have any responsibility, however, responsibility whatsoever with respect to any other obligation or Liability liability of the Seller not explicitly included within the definition of Assumed 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 Closing pursuant to the terms of the form of Assignment and Assumption agreement attached hereto as Exhibit G. Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability liability of the Seller not included within the definition of Assumed 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 of the Excluded Liabilities and nothing contained in this Agreement will deem the Buyer liable for any obligation or Liability of the Seller not included within except for the definition of Assumed Liabilities.

Assumption of Liabilities. On and subject Subject to the terms and conditions of this Agreement, the Buyer Purchaser agrees to assume and become responsible for all of the Assumed Liabilities at as of and after the ClosingClosing Date. The Buyer will Other than as set forth in the Purchaser Documents, the Purchaser is not assuming and shall not assume or have any responsibility, however, with respect to any present or future debt, liability or other obligation or Liability of the Seller or its Affiliates not included within the definition of Assumed Liabilities.

Assumption of Liabilities. On and subject Pursuant 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 specifically included within the definition of Assumed 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 liability of the Seller not included within the definition of Assumed Liabilities.

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

Assumption of Liabilities. On Upon the Closing pursuant to this Agreement and subject to the terms hereof and conditions in consideration of this Agreementthe purchase by Buyer of the Acquired Assets, the Buyer agrees to shall assume and become responsible for all of the Assumed Liabilities at the ClosingLiabilities. The Buyer will not assume or have any responsibility, . however, with respect to any other obligation or Liability liability of the Seller Company not included within the definition of Assumed Liabilities.

Assumption of Liabilities. On the terms and subject to the terms and conditions of this Agreement, at the Closing the Buyer agrees to assume assume, pay, perform, discharge and become responsible for all of the Assumed Liabilities at as the Closingsame are constituted on the Closing Date. The Buyer will not assume or have any responsibility, however, with respect to any Excluded Liabilities or other obligation or Liability of any of the Seller Sellers or any Subsidiary or Affiliate of any of the Sellers which are not included within the definition of Assumed 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 Neither Buyer will not nor Able shall assume or have any responsibility, however, with respect to any other obligation or Liability of Seller or COMSAT, other than (in the Seller not included within case of Buyer) the definition of Assumed Liabilities.

Assumption of Liabilities. On the terms 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 obligations or Liability liabilities of the Seller that are not included within the definition of Assumed Liabilities. Without limiting the generality of the foregoing, Excluded Liabilities remain the obligation of the Seller.

Assumption of Liabilities. On the terms and subject to the terms and conditions of this Agreement, the Buyer agrees to shall assume and become responsible solely for all of the Assumed Liabilities at from and after the Closing. The Buyer will does not assume assume, agree to perform or discharge, agree to indemnify Seller against, or otherwise have any responsibility, however, responsibility or obligation for or with respect to any other obligation or Liability Liabilities of Seller, except for the Seller not included within Assumed Liabilities (collectively, the definition of Assumed “Excluded Liabilities”).

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

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees Buyers agree to assume assume, pay, perform and become responsible for all of the Assumed Liabilities at the Closing. The Buyer Buyers will not assume or have any responsibility, however, with respect to any other obligation or Retained Liability of and the Seller not included within the definition of Assumed Sellers shall be solely and fully liable for all Retained Liabilities.

Assumption of Liabilities. On and subject Subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at on the ClosingClosing Date effective as of the Effective Date. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller or any predecessor entity not included within the definition of Assumed 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 from and after the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller Sellers not included within the definition of Assumed 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 Liability or obligation of PII or Liability of the Seller Stockholder not included within the definition of Assumed Liabilities.

Assumption of Liabilities. On Upon the Closing pursuant to this Agreement and subject to the terms hereof, and conditions in consideration of this Agreementthe purchase by Buyer of the Acquired Assets, the Buyer agrees to shall assume and become responsible for all of the Assumed Liabilities at pursuant to the ClosingAssumption. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability liability of the Seller not included within the definition of Assumed Liabilities.

Assumption of Liabilities. On and subject to the terms and conditions -------------------------- of this Agreement, the Buyer agrees to assume and become responsible responsible, together with the Buyer Affiliates, for all of the Assumed Liabilities at the Closing. The Neither Buyer nor any Buyer Affiliate will not assume or have any responsibility, however, responsibility with respect to any other Liability or obligation or Liability of the Seller not included within in the definition of Assumed 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 LiabilitiesExcluded Liability.

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 or of Nutrapro not included within the definition of Assumed Liabilities.

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer expressly agrees to assume and become responsible for all of the Assumed Liabilities at the Closing, including all such liabilities which are liabilities or items subject to Section 461(h) of the Code. 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 of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees at the Closing to assume and become responsible for for, to thereafter pay, perform and discharge when due, all of the Assumed Liabilities at the ClosingLiabilities. The Buyer will not assume or have any responsibility, however, with respect to any Excluded Liability or any other obligation or Liability of the Seller not included within the definition of Assumed 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 Contracts and Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation obligations or Liability liabilities of the Seller which are not included within the definition of Assumed Contracts or Assumed 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 Target not included within the definition of Assumed 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 ClosingLiabilities. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of for the Seller not included within the definition of Assumed 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.any

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 shall not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller Sellers not included within the definition of Assumed Liabilities.

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

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to shall 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 liability of the Seller not included within the definition of Assumed 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 MHE not included within the definition of Assumed Liabilities.

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to shall 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 of Liabilities. On and subject Subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at from and after the Closing. The Buyer will shall 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 LiabilitiesLiabilities set forth in Section 1, above.

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 Sellers not included within the definition of Assumed Liabilities.

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to shall 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 any Seller not included within the definition of Assumed Liabilities.

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