Assumption of the Assumed Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall, and shall cause its Affiliates to, assign to Purchaser, and Purchaser shall assume, satisfy and discharge when due, any and all Liabilities of Seller or any of its Affiliates relating to the Transferred Assets (other than the Excluded Liabilities and excluding, for the avoidance of doubt, (i) all Reinsured Liabilities reinsured by Purchaser under and pursuant to the Reinsurance Agreement, which will be governed by the terms of the Reinsurance Agreement, to the extent arising on or after the Closing Date, (ii) any Liabilities that result from a breach by Seller or its Affiliates of any Assigned Contract arising out of an action or omission occurring prior to the Closing) (all such Liabilities to be so assumed, satisfied or discharged being referred to herein as the “Assumed Liabilities”), including the following: (a) all Liabilities arising under the Assigned Contracts; (b) all Liabilities for Taxes relating to the Transferred Assets other than Excluded Taxes; (c) all Liabilities assumed by Purchaser pursuant to Articles VI and VII; and (d) all Liabilities listed on Schedule III. Notwithstanding the foregoing, the Liabilities of Seller or any of its Affiliates relating to the Business Employee Benefit Plans and the Assigned Lease shall not be assumed or assigned to Purchaser until the termination of the Employee Lease Term, after which time Purchaser shall (with respect to the Assigned Lease, subject to the terms of Section 2.08(d)) assume, satisfy and discharge when due, any and all Liabilities of Seller or any of its Affiliates thereunder.
Assumption of the Assumed Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Operating Partnership shall assume from the Contributor and thereafter pay, perform or discharge in accordance with their terms any and all Liabilities of the Contributor, whether arising before, on or after the Closing Date, including the following Liabilities (collectively, the “Assumed Liabilities”):
(a) all accounts payable outstanding as of or arising after the Closing Date;
(b) all Liabilities in connection with the Intercompany Debt;
(c) all Liabilities to the extent arising out of, or related to, any Contributed Asset, or arising out of, related to or measured by the ownership by the Contributor and its Affiliates of any Contributed Asset or associated with the realization of the benefits of any Contributed Asset (including all Liabilities arising out of, or related to, any termination or announcement or notification of an intent to terminate any Assumed Agreement);
(d) all Environmental Liabilities to the extent relating to any Contributed Asset;
(e) all Liabilities in respect of any Proceeding to the extent arising out of or related to any Contributed Asset (including any such Liabilities to the extent relating to any product liability, consumer protection, consumer fraud, breach of warranty or similar claim for injury or death to person or damage to or destruction of property);
(f) all Tax Liabilities arising out of, related to or measured by the ownership of the Contributed Assets for any taxable period or portion thereof beginning after the Closing Date; and
(g) all other Liabilities of whatever kind and nature, primary or secondary, direct or indirect, whether accrued or fixed, known or unknown, absolute or contingent, matured or unmatured or determined or determinable of the Contributor.
Assumption of the Assumed Liabilities. On the terms and conditions set forth in this Agreement, Enovation hereby assigns the Assumed Liabilities to Newco, and Newco hereby assumes the Assumed Liabilities from Enovation, in each case effective as of the Effective Time. The “Assumed Liabilities” consist of all liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise (“Liabilities”) of Enovation (in each case other than any of the foregoing that are Retained Liabilities and specifically including the liabilities set forth on Schedule 1.3), as the same exist as of the Effective Time, including those arising under the Assigned Contracts. For the avoidance of doubt, the phrase “as the same exist as of the Effective Time” at the end of the preceding sentence is not meant to limit the assumption by Newco of all liabilities, obligations and commitments arising or required to be performed after the Effective Time under the Assigned Contracts, including liabilities arising specifically as a result of the assignment thereof. Newco covenants to Enovation that Newco shall pay, perform, discharge, satisfy and observe each of the Assumed Liabilities in accordance with their respective terms.
Assumption of the Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Purchaser will execute and deliver to the Company the Assumption Agreement, pursuant to which the Purchaser will, effective as of the Effective Time, assume only the Assumed Liabilities.
Assumption of the Assumed Liabilities. On the terms and subject to the conditions of this Agreement, Buyer shall, on the Closing Date, assume and shall pay, honor, perform and discharge (or cause to be assumed, paid, honored, performed and discharged) when due all the U.S. Assumed Liabilities and the International Assumed Liabilities (collectively, the "ASSUMED LIABILITIES").
Assumption of the Assumed Liabilities. NGL Subsidiary shall assume the Assumed Liabilities pursuant to an assumption agreement in the form attached as Exhibit G hereto (the “Assumption Agreement”).
Assumption of the Assumed Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall assume, effective as of the Closing, and shall timely perform and discharge in accordance with their respective terms, only the following Liabilities of Sellers (collectively, the "Assumed Liabilities"):
(a) all Liabilities under the Purchased Contracts and Purchased Facility Leases which did not arise prior to or at the Closing (other than the Cure Amounts) and which arise after the Closing;
(b) all Liabilities relating to the Cure Amounts payable under Section 2.5;
(c) all contractual Liabilities which were incurred in the Ordinary Course of Business relating to Active Subscribers who become subscribers of Purchaser or any of its Affiliates; and
(d) all Liabilities (including contractual liabilities to Subscribers not otherwise covered in Section 2.3(c)) to the extent and in the amount included in calculating the Final Net Working Capital Amount.
Assumption of the Assumed Liabilities. (a) The Sellers hereby assign and delegate to the Buyer, and the Buyer agrees to perform, and in due course pay and discharge, the Assumed Liabilities.
(b) Notwithstanding any other term of this Agreement, the Sellers are not assigning or transferring, and the Buyer is not assuming or agreeing to pay, perform or discharge, any of the Excluded Liabilities which will continue to be the responsibility of the Sellers.
Assumption of the Assumed Liabilities. In consideration for the transfer and sale of the Shares to Buyer, on the Closing Date, Buyer shall and hereby agrees to assume and discharge the following liabilities (collectively, the "Assumed Liabilities"):
(a) the Acquired Company Liabilities; and (b) any and all liabilities and obligations of Seller and its Affiliates with respect to the Assumed Agreements. Without limiting the generality of the foregoing, on and after the Closing Date, Buyer shall observe and perform, and cause to be observed and performed, all of the obligations, and shall pay and discharge, or caused to be paid and discharged, all liabilities, which constitute the Assumed Liabilities; provided, however, that Buyer shall have no responsibility or obligations with respect to the Excluded Liabilities.
Assumption of the Assumed Liabilities. Subject to the terms ------------------------------------- and conditions set forth in this Agreement, at the Closing (as hereinafter defined) the Buyer hereby agrees to assume all of the Assumed Liabilities as defined herein and as set forth on Exhibit 1.3-1, effective as of April 15, 2003, and to reimburse Seller, at Closing, for such Assumed Liabilities incurred from April 15, 2003 until the Closing Date. In addition, Buyer shall reimburse Seller, at Closing, for any deposits or prepayments on the office lease in New York City as set forth in Exhibit 1.3-2.
