Assumption of Obligations and Liabilities. At the Closing, Buyer shall assume (i) all of Seller’s Liabilities under the Acquired Center Leases and the Assigned Contracts arising from and after the Closing Date (excluding any obligation or liabilities arising as a result of a breach or default thereof prior to the Closing by Seller); (ii) all Liabilities in respect of employees of Seller at the Acquired Centers hired by Buyer to the extent arising after the Closing; (iii) all Liabilities arising out of or relating to the ownership of the Licenses and Permits, to the extent transferable, after the Closing; (iv) all Liabilities related to unresolved claims Seller has as of the Closing against any Person who has supplied or is supplying goods and services with respect to the Acquired Centers, the Acquired Center Leases and the Acquired Assets; (v) all Liabilities for Taxes allocated to Buyer pursuant to the provisions of Section 8.f; and (vi) any and all other Liabilities relating to or arising in connection with the Acquired Assets from and after the Closing, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”). Except for the Assumed Liabilities, Buyer is not assuming any of Seller’s other liabilities or obligations of any kind, whether known or unknown, matured or unmatured, fixed, contingent or otherwise, and whether or not threatened or pending or asserted or unasserted as of the Closing Date (the “Excluded Liabilities”). Without limiting the generality of the foregoing, the parties specifically agree that Excluded Liabilities shall include:
a. any Liability relating to the Excluded Assets;
b. any Liability relating to Seller’s Accounts Payable prior to the Closing Date;
c. any Liability arising under or in respect of all Seller Plans;
d. any Liability for Taxes allocated to Seller pursuant to the provisions of Section 8.f; and
e. any Liability under any Assigned Contract and Acquired Center Lease arising out of any breach thereof by Seller occurring prior to the Closing.
Assumption of Obligations and Liabilities. At the Closing, Vision 21 shall assume and agree to pay or perform, promptly as they become due, only those obligations and liabilities of the Company expressly set forth on Schedule 2.3 (the "Assumed Obligations") which shall exclude the Business Management Agreement. Except for the Assumed Obligations, Vision 21 shall not assume or be deemed to have assumed and shall not be responsible for any other obligation or liability of the Company, direct or indirect, known or unknown, absolute or contingent, including without limitation (i) any and all obligations regarding any foreign, Federal, state or local income, sales, use, franchise or other tax liabilities, (ii) any and all obligations or liabilities relating to any fees or expenses of the Company's or Physician's counsel, accountants or other experts incident to the negotiation and preparation of any of the documents contemplated herein and consummation of the transactions contemplated thereby, and (iii) any and all liabilities relating to or arising from the provision of professional medical or optometric services (or failure to provide professional medical or optometric services) prior to the Closing Date.
Assumption of Obligations and Liabilities. On the terms and subject to the conditions set forth in this Agreement, from and after the Closing, Purchaser will assume and pay, perform, discharge and be responsible only for those obligations and liabilities of Seller under the Assigned Contracts and Assigned Licenses which accrue after the Closing Date (the “Assumed Liabilities”); provided that Purchaser shall have the right, in its sole discretion, and without effect on the Purchase Price, to add or delete Assigned Contracts or Assigned Licenses by written notice delivered to Seller two Business Days prior to the Closing Date, or such earlier date as Seller’s right to add or delete such Assigned Contracts or Assigned Licenses by written notice delivered to Conrex terminates.
Assumption of Obligations and Liabilities. The Purchaser hereby assumes, effective as of the date hereof, the Assumed Liabilities of the Sellers. From and after the date hereof, the Purchaser shall pay, honor, perform and discharge when due the Assumed Liabilities of the Sellers. The Purchaser shall not, by entering into this Agreement or any other Transaction Document, assume or be obligated or liable for any Excluded Liabilities.
Assumption of Obligations and Liabilities. Except as otherwise expressly provided herein, the Purchaser will assume, fulfill and perform only those executory obligations and liabilities of the Vendor that arise under the Contracts and other commitments specifically described in Schedule C that arise after the Time of Closing (the "Assumed Liabilities").
Assumption of Obligations and Liabilities. Balmoral will assume, fulfill and perform all of the obligations and liabilities of American Bonanza in relation to ownership or control of the Purchased Interest as at the Effective Date under all contracts and commitments of American Bonanza related to the Purchased Interest including the Existing Royalties and Rights and American Bonanza’s obligations under the Exploration Agreement with Option to Purchase dated July 17, 1998 between Cyprus Canada Inc. and International Taurus Resources Inc., as amended.
Assumption of Obligations and Liabilities. As of the Closing ----------------------------------------- (as defined in Section 3.0), Buyer shall only assume and pay, discharge, and perform:
1.3.1 Insofar as they relate to the time period after the Closing Date, the obligations and liabilities of Seller under the Leases, Licenses, and Contracts listed in Schedules 1.1.2, 1.1.3 and 1.1.4, respectively, or under Contracts relating to the operation of the System made in the ordinary course of business, but expressly excluding:
1.3.1.1 Any employee pension benefit plan or profit sharing plan, employee welfare benefit plan, employment agreement, or similar arrangement for the benefit of employees, whether for selected individuals or otherwise, of Seller or to which Seller has contributed or is under an obligation to contribute to or fund;
1.3.1.2 Any insurance policies (notwithstanding any assignment of insurance proceeds pursuant to Section 16 hereof);
1.3.1.3 Any programming contracts or affiliation agreements for the provision of any programming or other services exhibited to all or part of the System, including but not limited to satellite and subscription services, retransmission consent or equivalent agreements which are used or useful in the operation of the System (except those which Buyer elects to assume, as specifically designated on Schedule 1.1.4, which shall be deemed to be a part of the Assets and be subject to all rights and obligations related thereto hereunder);
1.3.1.4 Except as provided in Section 1.3.2 below, any Contract not listed in the Schedules hereto which (i) is not terminable at will or upon not more than thirty (30) days notice, or (ii) imposes monetary obligations of more than Twenty-Five Thousand Dollars ($25,000.00) or any material non-monetary obligations, notwithstanding its having been made in the ordinary course of business; and
1.3.1.5 Seller's rights under any Contract for subscriber billing and equipment.
1.3.2 Insofar as they relate to the time period after the Closing Date, any written or oral Leases, Licenses, Contracts, personal property leases, pole attachment agreements, purchase orders, commitments, or other agreements relating to the System not described on Schedule 1.1.2, 1.1.3, or 1.1.4, but which, at Buyer's sole option, are specifically assumed by Buyer by notice in writing to Seller after Buyer has been notified of the existence of any such agreement.
1.3.3 Any obligation or liability with respect to subscriber deposits or prepayments (to the extent Buy...
Assumption of Obligations and Liabilities. On the terms and subject to the conditions set forth in this Agreement, from and after the Closing, Purchaser will assume and pay, perform, discharge and be responsible for all of the following liabilities of Seller (collectively, the "ASSUMED LIABILITIES"):
(a) all obligations and liabilities of Seller under the Assigned Contracts which accrue from and after the Closing Date; and
(b) all obligations and liabilities of Seller relating to the Leased Properties, the Subleased Properties and the Purchased Real Properties which accrue from and after the Closing Date. Purchaser shall not assume or pay, perform, discharge or be responsible for any of the obligations or liabilities of Seller other than the Assumed Liabilities or liabilities assumed, incurred or created under the Ancillary Agreements. Without limiting the generality of the foregoing provisions of this SECTION 2.2, Purchaser shall not assume or pay, perform, discharge or be responsible for any of the obligations or liabilities of Seller pursuant to any contract or agreement that is not an Assigned Contract, including customer product purchase agreements. In addition, Purchaser does not assume and Seller remains responsible for all obligations and liabilities related to all rebate and incentive programs established by or for national accounts, manufacturers or customers and relating to sales by Seller prior to the Closing Date.
Assumption of Obligations and Liabilities. The KCI Affiliates do not assume any obligations or liabilities of Avail.
Assumption of Obligations and Liabilities. As additional consideration for the sale of the Assets, Buyer shall assume all obligations and liabilities relating to the ownership or use of the Assets, including but by no means limited to the payment of Production Payments, overriding royalty payments or the Final Payment (if applicable) owing to Seller hereunder, and reclamation and the plugging and abandonment of all xxxxx drilled on the Segregated Lease (but not including xxxxx heretofore drilled through the Segregated Lease to depths deeper than a subsea depth of 1,900 feet), whether now or hereafter located on the Segregated Lease. Buyer shall also assume all accounting and reporting duties and obligations associated with use and ownership of the Assets subsequent to the Closing. Such reclamation and plugging and abandonment shall be performed in a good and workmanlike manner and in accordance with the rules and regulations of the Minerals Management Service and all other applicable laws. The sale will be made subject to, and Buyer assumes all rights and obligations arising under and in accordance with, the terms of the Segregated Lease, and the agreements listed on Exhibit "A" hereto which affect the Segregated Lease. Buyer shall assume and be responsible for all obligations of Seller accruing under such agreements after the Closing, to the extent such agreements apply to the Segregated Lease.
