Common use of Continuing Liabilities Clause in Contracts

Continuing Liabilities. Notwithstanding anything contained herein to the contrary, to the extent that any Assumed Liability assumed by FUTURETECH pursuant to Section 1.3, or any Damages imposed on FUTURETECH by operation of law or otherwise in connection with, or which otherwise arises out of or in relation to, the transactions contemplated hereby (other than FUTURETECH's assumption of the Assumed Liabilities assumed by it pursuant to Section 1.3), results from or arises out of an event or condition which is continuing or continuous in nature, FUTURETECH shall assume and discharge only that portion of such Assumed Liability or Damage that results from or arises out of that part of the event which occurs or condition which exists after the Closing, without, however, releasing CCS from its obligation to discharge that portion of such Assumed Liability or Damage that results from that part of the event which occurs or condition which exists prior to the Closing; provided, however, that CCS shall discharge all of such continuing or continuous Assumed Liabilities or Damages, including, without limitation, those Assumed Liabilities assumed by FUTURETECH pursuant to Section 1.3 if and to the extent they result from a breach by CCS of any of its representations, warranties or covenants hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Opticon Systems)

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Continuing Liabilities. Notwithstanding anything contained herein to the contrary, to the extent that any Assumed Liability assumed by FUTURETECH the Buyer pursuant to Section 1.3, or any Damages imposed on FUTURETECH the Buyer by operation of law or otherwise in connection with, or which otherwise arises out of or in relation to, the transactions contemplated hereby (other than FUTURETECHthe Buyer's assumption of the Assumed Liabilities assumed by it pursuant to Section 1.3), results from or arises out of an event or condition which is continuing or continuous in nature, FUTURETECH the Buyer shall assume and discharge only that portion of such Assumed Liability or Damage that results from or arises out of that part of the event which occurs or condition which exists after the ClosingEffective Date, without, however, releasing CCS any Seller from its obligation to discharge that portion of such Assumed Liability or Damage that results from that part of the event which occurs or condition which exists prior to the ClosingEffective Date; provided, however, that CCS the Company shall discharge all of such continuing or continuous Assumed Liabilities or Damages, including, without limitation, those Assumed Liabilities assumed by FUTURETECH the Buyer pursuant to Section 1.3 if and to the extent they result from a breach by CCS the Company of any of its representations, warranties or covenants hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Student Advantage Inc)

Continuing Liabilities. Notwithstanding anything contained herein to the contrary, to the extent that any Assumed Liability assumed by FUTURETECH pursuant to Section 1.3, or any Damages damages imposed on FUTURETECH Buyer by operation of law or otherwise in connection with, or which otherwise arises out of or in relation to, the transactions contemplated hereby (other than FUTURETECHBuyer's assumption of the Assumed Liabilities assumed by it pursuant to Section 1.3), results from or arises out of an event or condition which is continuing or continuous in nature, FUTURETECH Buyer shall assume and discharge only that portion of such Assumed Liability or Damage damage that results from or arises out of that part of the event which occurs or condition which exists after the Closing, without, however, releasing CCS Seller from its obligation to discharge that portion of such Assumed Liability or Damage damage that results from that part of the event which occurs or condition which exists prior to the Closing; provided, however, that CCS Seller shall discharge all of such continuing or continuous Assumed Liabilities or Damagesdamages, including, without limitation, those Assumed Liabilities assumed by FUTURETECH Buyer pursuant to Section 1.3 if and to the extent they result from a breach by CCS Seller of any of its representations, warranties or covenants hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Progress Software Corp /Ma)

Continuing Liabilities. Notwithstanding anything contained herein to ---------------------- the contrary, to the extent that any Assumed Liability assumed by FUTURETECH Acquisition Sub pursuant to Section 1.31.4, or any Damages imposed on FUTURETECH Acquisition Sub by operation of law or otherwise in connection with, or which otherwise arises out of or in relation to, the transactions contemplated hereby (other than FUTURETECHAcquisition Sub's assumption of the Assumed Liabilities assumed by it pursuant to Section 1.31.4), results from or arises out of an event or condition which is continuing or continuous in nature, FUTURETECH Acquisition Sub shall assume and discharge only that portion of such Assumed Liability or Damage that results from or arises out of that part of the event which occurs or condition which exists after the Closing, without, however, releasing CCS MarketSource from its obligation to discharge that portion of such Assumed Liability or Damage that results from that part of the event which occurs or condition which exists prior to the Closing; provided, however, that CCS MarketSource shall discharge all of such -------- ------- continuing or continuous Assumed Liabilities or Damages, including, without limitation, those Assumed Liabilities assumed by FUTURETECH Acquisition Sub pursuant to Section 1.3 1.4 if and to the extent they result from a breach by CCS MarketSource of any of its representations, warranties or covenants hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Alloy Inc)

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Continuing Liabilities. Notwithstanding anything contained herein to the contrary, to To the extent that any Assumed Liability assumed by FUTURETECH pursuant to Section 1.3, or any Damages imposed on FUTURETECH the Buyer by operation of law or otherwise in connection with, or which otherwise arises out of or in relation to, the transactions contemplated hereby (other than FUTURETECHthe Buyer's assumption of the Assumed Liabilities assumed by it pursuant to Section 1.3), results from or arises out of an event or condition which is continuing or continuous in nature, FUTURETECH the Buyer shall assume and discharge only that portion of such Assumed Liability or Damage that results from or arises out of that part of the event which occurs occurs, or condition which exists exists, after the Closing, without, however, releasing CCS from its obligation . The Sellers and the Seller Parent jointly and severally agree to discharge that portion of such Assumed Liability or Damage that results from that part of the event which occurs or condition which exists prior to the Closing; provided, however, that CCS shall discharge all of such continuing or continuous Assumed Liabilities or Damages, including, without limitation, those Assumed Liabilities assumed by FUTURETECH the Buyer pursuant to Section 1.3 1.3, if and to the extent they result from a breach by CCS either of the Sellers or the Seller Parent of any of its their respective representations, warranties or covenants hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Youthstream Media Networks Inc)

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