Assumption of Retained Liabilities Sample Clauses

Assumption of Retained Liabilities. Seller shall have executed and delivered to Purchaser an assumption agreement, in form and substance reasonably satisfactory to Purchaser (the "Assumption Agreement"), pursuant to which Seller shall have assumed the Retained Liabilities.
Sample 1
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Assumption of Retained Liabilities. Seller hereby assumes and agrees to perform and discharge the following obligations and liabilities of the Company (collectively, the "Retained Liabilities"): Liability for debt for money borrowed by the Company prior to Closing; liability for Retained Litigation Matters (as defined below); liability for insurance claims under Section 4.3.2; liability or obligation arising out of all Company store locations, whether leased or owned by the Company, which have been closed prior to the date hereof; liabilities under Section 5.1; liability for the 401(k) Plan under Section 5.3; liability for Employee Plans under Section 5.5; liability for COBRA obligations under Section 5.9; liability for interest and/or penalties which may be payable in connection with the matter listed on item 1 on Section 6.11 (Pending Tax Audits, etc.) of the Disclosure Schedule; liability for UST's as set forth in Exhibit 8.4.1(A); and liability for Pre-Closing Income Taxes under Section 13.
Sample 1
Assumption of Retained Liabilities. 34 7.6 PAYMENT..............................................................34 7.7 FAILURE TO PAY INDEMNIFICATION.......................................34 7.8
Sample 1
Assumption of Retained Liabilities. Effective following the expiration of the Survival Period, the Buyer shall be deemed to have assumed, and hereby does assume, effective as of such date, any and all obligations and liabilities of the Seller or the Affiliated Companies that may alone, directly or indirectly, or result from or are caused by the Retained Liabilities; Provided however, that (i) the Seller, the Affiliated Companies and Weatherford (A) shall not be entitled to indemnification from the Buyer under this ARTICLE 7 with respect to the Retained Liabilities and (B) shall continue to be responsible for any claim by the Buyer for indemnification arising from a Retained Liability, if such claim is made in accordance with SECTION 7.4. and (ii) the Buyer shall not assume and shall not be deemed to have assumed any obligations and liabilities of the Seller or the Affiliated Companies with respect to the Warranty Obligations and the Allseas Obligations that in the aggregate are in excess of the Ceiling Amount.
Sample 1
Assumption of Retained Liabilities. On the Closing Date, Seller shall retain and/or assume (as applicable) all Retained Liabilities by entering into an Assumption Agreement in a form prepared by Purchaser and reasonably acceptable to Seller, which form shall provide that the Persons to whom any Retained Liabilities are owed will be third party beneficiaries of such Assumption Agreement and may enforce the relevant Retained Liabilities directly against Seller (the “Seller Assumption Agreement”). From and after the Closing Date, as among the TSG Companies and Purchaser, neither Purchaser nor either Target Company will have any responsibility with respect to any Retained Liability, and Seller will perform and discharge the Retained Liabilities.
Sample 1

Related to Assumption of Retained Liabilities

  • Assumption of Assumed Liabilities The Buyer hereby expressly assumes and agrees to pay, perform and discharge in accordance with their terms the Assumed Liabilities.

  • Retained Liabilities The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

  • Excluded Liabilities Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):

  • Merger, Consolidation or Assumption of the Obligations of Seller; Certain Limitations Any Person (i) into which the Seller may be merged or consolidated, (ii) which may result from any merger, conversion or consolidation to which the Seller shall be a party or (iii) which may succeed to all or substantially all of the business of the Seller, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, except that if the Seller in any of the foregoing cases is not the surviving entity, then the surviving entity shall execute an agreement of assumption to perform every obligation of the Seller hereunder. The Seller shall satisfy the Rating Agency Condition with respect to any merger, consolidation or succession pursuant to this Section.

  • Assumed Liabilities; Excluded Liabilities (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Sellers the Assumed Liabilities.

  • Merger, Consolidation or Assumption of the Obligations of Servicer Any corporation (i) into which the Servicer may be merged or consolidated, (ii) which may result from any merger, conversion or consolidation to which the Servicer shall be a party or (iii) which may succeed to all or substantially all of the business of the Servicer, which corporation in any of the foregoing cases 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 paper or any further act on the part of any of the parties to this Agreement. The Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section to the Trustees and the Administrator, and in accordance with Section 1.02(c) of the Administration Agreement, the Administrator shall make such notice available to each Rating Agency.

  • 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).

  • 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.

  • 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.

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