Common use of Assumption of Obligations and Liabilities Clause in Contracts

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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (CPEX Pharmaceuticals, Inc.), Asset Purchase Agreement (CPEX Pharmaceuticals, Inc.)

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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 's right to add or delete such Assigned Contracts or Assigned Licenses by written notice delivered to Conrex terminates.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bentley Pharmaceuticals Inc)

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