Buyer’s Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, and in further consideration of the transfer of the Purchased Assets, at the Closing Buyer shall assume only those duties, liabilities or obligations of Sellers included in the Assumed Liabilities.
Buyer’s Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, and in further consideration of the transfer of the Purchased Assets, at the Closing, Buyer shall assume only those duties, liabilities or obligations of the Business included in the Assumed Liabilities and as specifically set forth on Schedule 1A.
Buyer’s Assumption of Liabilities. At the Closing, the Company shall assign and Buyer shall assume only the liabilities specifically set forth on Exhibit 1.2(b) to this Agreement (collectively, the "Assumed Liabilities").
Buyer’s Assumption of Liabilities. Buyer agrees to assume only Sellers’ liabilities and obligations specified on Schedule 3 attached hereto (including any amendments to such Schedule mutually agreed to by the parties prior to the Contract Date). In addition, Buyer shall be responsible for the legal costs associated with the drafting and execution of this Asset Purchase Agreement.
Buyer’s Assumption of Liabilities. Parent and Sellers agree that Buyer shall assume, and will be deemed to have assumed, only those liabilities expressly provided to be assumed by the Buyer herein, and no other assumption of liability by Buyer is to be implied.
Buyer’s Assumption of Liabilities. As full and complete consideration for the sale, the Buyer expressly assumes all liabilities of the Seller of any nature whatsoever, including, but not limited to, any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured. Buyer shall assume and shall agree to perform any liabilities of the Seller relating
Buyer’s Assumption of Liabilities. As further consideration for the purchase of the Business Assets, and notwithstanding any other provision hereof to the contrary, at the Closing, Buyer shall assume all Contract Liabilities which arise or become due after the Closing, with respect to or arising under the Customer Accounts and Distributor Contracts listed in Schedule B.
Buyer’s Assumption of Liabilities. At the Closing, Sellers shall --------------------------------- assign and Buyer shall assume only the Liabilities (defined below) specifically set forth on Exhibit C to this Agreement (collectively, the "Assumed --------- ------- Liabilities"). Notwithstanding the foregoing, the Assumed Liabilities shall not ----------- include the Zellwood Liabilities (defined below) except with respect to the Zellwood Liabilities actually assumed by Buyer or its Affiliates in accordance with Section 2.5 (Zellwood) at the Zellwood Closing.
Buyer’s Assumption of Liabilities. At the Closing, Sellers --------------------------------- shall assign and Buyer shall assume only the Liabilities (defined below) specifically set forth on Exhibit C to this Agreement (collectively, the --------- "Assumed Liabilities"). Notwithstanding the foregoing, the Assumed Liabilities ------------------- shall not include the Zellwood Assumed Liabilities (defined below) except with respect to the Zellwood Assumed Liabilities actually assumed by Buyer or its Affiliates in accordance with Section 2.5 (Zellwood) at the Zellwood Closing, and (ii) the Assumed Liabilities shall not include the Chicago Assumed Liabilities (defined below) except with respect to the Chicago Assumed Liabilities actually assumed by Buyer or its Affiliates in accordance with Section 2.6 (Chicago) at the Chicago Closing.
Buyer’s Assumption of Liabilities. On the terms and subject to the conditions set forth herein, at the Closing, Buyer shall assume from Seller and its Affiliates (other than the Transferred Subsidiaries) and discharge or perform when due all the Assumed Liabilities, and shall execute and deliver at the Closing an instrument of assumption for such purpose substantially in the form attached hereto as Exhibit D. Buyer shall not assume or have any liability or other obligation in respect of any Liabilities other than (i) Assumed Liabilities and (ii) Liabilities of Transferred Subsidiaries that are not Retained Liabilities.
