Assumption of Specified Liabilities. At the Closing, and as additional consideration for the sale, grant, conveyance, assignment, transfer and delivery of the Assets, subject, however, to Sections 1.1.4 and 1.4 hereof, Buyer shall assume and agree to pay, perform and discharge when due only the following:
Assumption of Specified Liabilities. Subject to the terms and conditions herein set forth, from and after the Closing, Purchaser shall assume and Purchaser shall pay, perform, and discharge, when due, only the following liabilities and obligations of Seller:
Assumption of Specified Liabilities. Upon the terms and subject to the conditions set forth herein, subject however to Sections 1.1.4, 1.3 and 1.4.2 hereof, and as additional consideration for Buyer’s purchase of the Purchased Assets, Buyer shall, at Closing, assume, and covenant and agree to pay, perform and discharge when due, only the following liabilities and obligations of Seller (the “Assumed Liabilities”) listed on Schedule 1.2A hereof:
Assumption of Specified Liabilities. Purchaser shall neither assume, nor discharge, nor be liable for any debts, liabilities or obligations of Seller of any kind whatsoever, except for the following specifically described liabilities (collectively, the "Assumed Liabilities"). All schedules shall be prepared as of November 30, 1999 and updated by Xxxxxx as of the date of Closing, provided that the schedule on accounts payable at Closing shall not be considered inaccurate if it is within $40,000 of the correct amount in the aggregate, with any particular payable being correct within $4,000.
Assumption of Specified Liabilities. At Closing, Buyer shall assume the following liabilities and obligations of Sellers (“Assumed Liabilities”), but only to the extent such obligations and liabilities do not arise from a breach occurring prior to the Closing Date, which shall thereafter be performed and paid by Buyer when due:
Assumption of Specified Liabilities. 10 1.4 Non-Assumption of Certain Liabilities..............................11 1.5
Assumption of Specified Liabilities. 4 3.2 Assumed Executory Contracts/Permits.................................................. 5 3.3 Liens on Purchased Assets............................................................ 5 3.4 Tax Prorations....................................................................... 5 3.5
Assumption of Specified Liabilities. At the Closing, subject to the terms and conditions of this Agreement, Purchaser shall assume and agree to pay, perform, fulfill and discharge the following specified liabilities and obligations of the Company as and when the same become due and payable to the extent provided herein (collectively, the "Assumed Obligations"): (i) any current outstanding non-tax payables as of the Closing Date (other than payables due to Wastemasters, Inc. or any of its affiliates) in an amount not to exceed $800,000 in the aggregate, (ii) Secured Tax Liens, and (iii) the amount of all taxes attributable to the gain, including the gain attributable to the Tax Gross Up Amounts, (as defined below) arising from the consummation of the sale and transfer by Seller to Purchaser pursuant to this Agreement (the "Tax Gross Up Amounts"). In no event shall the aggregate Tax Gross Up Amounts exceed $400,000. In calculating the Tax Gross Up Amounts, the Seller shall apply any offsets, expenses, refunds, credits and deductions which may reduce the Company's tax liability (collectively, the "Tax Reductions"), in compliance with the Internal Revenue Code. The undertaking referred to in the immediately preceding clause (iii) is referred to herein as the "Gains Tax Undertaking". The Gains Tax Undertaking shall be guaranteed by BNYFC consistent with Section 9.3 hereof. Seller shall apply any and all Tax Reductions in compliance with the Internal Revenue Code.
Assumption of Specified Liabilities. At the Closing (as defined herein), Buyer will assume and agree to pay, perform and discharge the liabilities of Seller set forth on Exhibit A (referred to herein as the "Assumed Liabilities"). Buyer is only assuming the liabilities and obligations of Seller expressly set forth on Exhibit A and is not assuming any no other liabilities or obligations of any kind.
Assumption of Specified Liabilities. Purchaser shall, on and as of the Closing Date, expressly assume and agree to pay, perform or otherwise discharge as the same shall become due in accordance with their respective terms, all of the following liabilities, obligations and commitments of Seller, but only such liabilities, obligations and commitments (the "Assumed Liabilities"):
