Assumption of the Liabilities. The Assuming Party assumes and agrees with the Debtor and the Creditor to fully and faithfully discharge and perform all duties, liabilities and obligations of the Debtor under the Liabilities.
Assumption of the Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, effective as of the Closing, but subject to Section 2.3(b), the Buyer shall assume and become responsible to perform, discharge and pay when due, all of the (i) Liabilities arising out of or relating to the ownership, operation or use of the Transferred Assets or the operation or conduct of the Business from and after the Closing Date but solely to the extent such Liabilities actually arise out of or relate to the ownership, operation or use of the Transferred Assets or the conduct of the Business on or after the Closing Date, and (ii) the Specified Liabilities (collectively, the “Assumed Liabilities”); provided, however, that Taxes shall be Assumed Liabilities only to the extent such Taxes are (i) described in sections (d) and (e) of the definition of Specified Liabilities contained herein, or (ii) Assumed Liabilities pursuant to Section 7.3.
(b) Notwithstanding any other provision of this Agreement, the Buyer shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by the Sellers and their respective Affiliates. The term “Excluded Liability” means
(i) any and all Liabilities of the Sellers and their respective Subsidiaries other than the Assumed Liabilities, including the following (except to the extent constituting Specified Liabilities):
(1) all Liabilities arising out of or relating to the ownership, operation or use of the Transferred Assets or the conduct of the Business before the Closing Date;
(2) all Indebtedness (other than Indebtedness to the extent actually included in the calculation of Net Working Capital set forth in the Final NWC Statement);
(3) all Liabilities to the extent arising out of or relating to any Excluded Asset;
(4) all Transaction Expenses;
(5) all Taxes of the Sellers and their respective Affiliates that are attributable to taxable periods (or portions thereof) ending on or prior to the Closing Date (determined, as applicable, in accordance with Section 7.3), any income Taxes of Sellers and their respective Affiliates triggered on the sale of the Transferred Assets, and any Transfer Taxes for which Sellers are liable pursuant to Section 7.4;
(6) all Liabilities arising out of or relating to the employment of any Business Employee (or any dependent or beneficiary of any Business Employee) by the Sellers and/or their Affiliates, to the extent arising out of events occurring prior to the Closing Date, e...
Assumption of the Liabilities. ERC acknowledges its obligation to assume the $1,048,671 in liabilities which were listed on the books of New Century at the time of the Closing and any liabilities incurred by New Century in connection with, and/or related to the business of ERC, either before or after the Closing (the "Liabilities"). ERC additionally agrees that the assumption of the Liabilities should relate back to the date of the Closing, and that therefore, the effective date of this agreement shall be the date of the Closing.
Assumption of the Liabilities. Purchaser agrees to assume from Seller the Assumed Liabilities. Seller agrees to pay and discharge all of its Liabilities other than the Assumed Liabilities, as and when due.
Assumption of the Liabilities. The A suming Party assumes and agrees with the Debtor and the Creditor to fully and faithfully discharge and perform all duties, liabilities and obligations of the Debtor under the Liabilities.
Assumption of the Liabilities. PURCHASE PRICE OF THE BUSINESS AND ALLOCATION OF THE PURCHASE PRICE.............................18 6.
Assumption of the Liabilities. 4.1 The Purchaser agrees to assume the following liabilities of the Seller with effect from the Closing Date and to discharge them as and when they fall due:-
4.1.1 All current liabilities of the Seller in respect of the Business, set out in the Management Accounts of the Business, totaling an amount of R105 605,00 (one hundred and five thousand six hundred and five Rand).
4.1.2 Provided that the distribution of the proceeds of the sale of the Business to shareholders of the Seller occurs within a period of 6 (six) months from the Closing Date and that the Purchaser fully complies with the provisions of clause 4.3 below:
4.1.2.1 any liability for Capital Gains Tax levied in terms of Schedule 8 of the Income Tax Act, 1962 ("the Income Tax Act") arising out of the transaction set out in the Agreement or the distribution of the proceeds of the sale of the Business to shareholders of the Seller; and
4.1.2.2 any liability for Secondary Tax on Companies levied in terms of section 64B of the Income Tax Act arising out of the transaction set out in this Agreement or the distribution of the proceeds of the sale of the Business to shareholders of the Seller,
Assumption of the Liabilities. Buyer hereby assumes and agrees to pay, ------------------------------- or cause to be paid when due, or otherwise discharge, the Liabilities. Except as set forth herein, Buyer assumes no other debts, obligations or liabilities of Seller whatsoever.
Assumption of the Liabilities. As of the Completion Date:
Assumption of the Liabilities. Purchasers hereby jointly and severally assume payment of the Liabilities. Specifically, Purchasers additionally agree to indemnify and hold HHG harmless from any loss, cost or expense (including attorneys fees) relating to or arising out of vacation, personal leave or sick leave claims by employees of HHG that accrued through September 30, 2006, specifically including but not limited to any claims by Xxxx X. Xxxxxx, Xxxxxxxx Xxxxx and Xxx Xxxxxxxxx.
