General Assumption. Effective as of the Effective Date, and except as otherwise specifically provided in the Contribution Documents, without any further responsibility or liability of, or recourse to, Sybron, any subsidiary of Sybron, or any of their respective former or present directors, shareholders, officers, employees, agents, consultants, representatives, successors, transferees or assignees, exclusive of SDS and its subsidiaries (collectively, the "Sybron Parties"), SDS hereby irrevocably assumes all of the obligations and liabilities arising out of, relating to or associated with: (a) the Dental Assets and (b) the Miscellaneous Dental Liabilities (such assumed obligations and liabilities being herein referred to collectively as the "Assumed Liabilities"); whether such Assumed Liabilities are matured or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, whether arising out of circumstances existing prior to, on or after the Effective Date, and whether or not reflected on the books of Sybron. SDS and the Dental Business Subsidiaries shall be responsible for the Assumed Liabilities, regardless of when or where any such Assumed Liabilities arose or arise, or whether the acts or omissions on which they are based occurred or are alleged to have occurred prior to, on or after the Effective Date, regardless of where or against whom such Assumed Liabilities are asserted or whether such Assumed Liabilities are asserted prior or subsequent to the Effective Date, and regardless of whether such Assumed Liabilities arose from negligence, recklessness, violation of law, fraud or misrepresentation by Sybron or any of its former or present directors, officers, employees, agents, subsidiaries or affiliates.
General Assumption. Except as otherwise specifically retained by Ford in writing, including those retained in this Section 4, Section 5 below and in any Ancillary Agreement, Visteon will, as of the US Transfer Date, assume, and agrees to perform, the debts, liabilities, guarantees, indemnities, contingencies, and obligations of Ford, whether asserted or unasserted, fixed or contingent, accrued or unaccrued, known or unknown, and howsoever arising, relating to the Business, that are (i) reflected in the Balance Sheet and which remain outstanding on the US Transfer Date, (ii) arise in connection with the Business between the date of the Balance Sheet and the US Transfer Date and would be reflected on the financial statements of Visteon as of the US Transfer Date if such statements were prepared as of the US Transfer Date in accordance with the same accounting principles on which the Balance Sheet was prepared, (iii) are expressly provided by this Agreement, any Ancillary Agreement or other written agreement signed by Visteon in connection with the Separation (as hereafter defined) to be transferred to and assumed by Visteon, or (iv) are related to or arise out of or in connection with the Visteon Assets or the Business, whether before or after the date of the Balance Sheet (collectively referred to as the "Visteon Liabilities").
General Assumption. At the Effective Date, and except as specifically ------------------ provided in the Contribution Documents, APW hereby irrevocably assumes the obligations and liabilities of API incurred by the Electronics Business or otherwise to the extent arising out of, relating to or associated with the Electronics Business, the Electronics Business Products or the Electronics Assets, whether matured or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, and whether arising out of circumstances existing prior to or on and after the Effective Date, (such liabilities and obligations, being herein referred to collectively as the "Assumed Liabilities") except as provided elsewhere in the Contribution Documents, and except for obligations, liabilities and expenses the allocation of responsibility for which is subject to separate agreements between the parties as set forth in the Contribution Documents, all other obligations, liabilities and expenses directly and primarily relating to, arising out of, or associated with the Electronics Business, Electronics Business Products or any Electronics Assets, whether or not reflected or required to be reflected in the Accounting Records, including without limitation:
(a) obligations and liabilities directly and primarily arising out of, relating to, or associated with all Transportation Equipment;
(b) obligations and liabilities directly and primarily arising out of, relating to, or associated with all Sales Orders and all Receivables;
(c) obligations and liabilities directly and primarily arising out of, relating to, or associated with all Purchase Orders;
(d) obligations and liabilities directly and primarily arising out of, relating to, or associated with all Miscellaneous Agreements;
(e) obligations and liabilities arising out of, relating to, or associated with all accounts payable associated with the Electronics Business as reflected on the Accounting Records, as of the Effective Date;
(f) obligations and liabilities arising out of, relating to, or associated with all product warranty obligations, including any product recall obligations or liabilities whenever arising directly and primarily with respect to Electronics Business Products, whether shipped prior to or on or after the Effective Date;
(g) obligations and liabilities resulting from claims for personal injury or property damage or consequential damage which are caused by any actual or alleged defect in or actual or alleged breach of warran...
General Assumption. Except to the extent covered by Sellers’ limited indemnification of Buyer under Section 15.2(a), upon Closing, Buyer shall assume and pay, perform, fulfill and discharge (i) all claims, costs, expenses, liabilities and obligations accruing or relating to the ownership or operation of the Assets before, on or after the Effective Time, including the owning, developing, exploring, operating and maintaining of the Assets and the producing, transporting and marketing of Hydrocarbons from the Assets, including the payment of Property Expenses, the make-up and balancing obligations for overproduction of gas from the Xxxxx, all liability for Royalties with respect to the Assets, (ii) the Assumed Environmental Liabilities, (iii) the Assumed Plugging and Abandonment Obligations, (iv) all wellhead imbalances associated with the Assets or Hydrocarbons produced therefrom whether attributable to periods before, on or after the Effective Time, and (v) all pipeline and transportation imbalances associated with the Assets or Hydrocarbons produced therefrom that are attributable to periods from and after the Effective Time (collectively, the “Assumed Liabilities”).
General Assumption. Except to the extent covered by Seller’s limited indemnification of Purchaser, upon such Closing, Purchaser shall assume and pay all normal and customary costs, expenses and liabilities assumed by a working interest owner that arise after the Effective Date (the “Assumed Liabilities”). Notwithstanding the foregoing, the Parties understand and agree that production revenues associated with the Assets after the Effective Date have been applied by Purchaser to offset certain debts owed by Seller to Purchaser and that such offsets have been properly accounted for in arriving at the Purchase Price.
General Assumption. The list in paragraphs 2.2.1 (a) through (i) may not be an exhaustive statement of the rights and obligations assumed by JHUSA under this Section 2. The intent of this Agreement is that JHUSA shall be deemed substituted to all of TIC’s direct rights and obligations solely with respect to the Assumed Liabilities from and after the Assumption Date. This Agreement shall in no event cause TIC to be responsible for any obligation or liability that is currently the contractual obligation of JHUSA under the Business Agreements or the documents and agreements executed in connection therewith and in no event shall this Agreement cause JHUSA to be responsible for any obligation or Liability that is not currently its contractual obligation under the Business Agreements.
General Assumption. As additional consideration for the purchase and sale of the Property, at Closing Buyer will: (a) assume and perform (i) all of the covenants and obligations of Seller, Seller’s predecessors in title and Seller’s Affiliates pursuant to the Leases and Approved Contracts (including, without limitation, those relating to any Tenant Deposits) which arise on or after the Closing Date, and (ii) all obligations under the Leases and Approved Contracts relating to the physical and environmental condition of the Property arising on or after the Closing Date including, without limitation, any obligations that run with the Property including, without limitation, the obligation to complete any off-site improvements that were a condition of approval of the subdivision map(s) affecting the Property; provided, however, that such off-site improvements shall not cost more than $100,000; and (b) assume and agree to discharge, perform and comply with each and every liability, duty, covenant, debt or obligation of Seller or any of its Affiliates resulting from, arising out of, or in any way related to any Licenses and Permits and arising on or after the Closing Date. By closing under this Agreement, Buyer hereby indemnifies, defends, and holds Seller, Seller’s Affiliates and their respective partners, members, shareholders, officers, directors, managers, employees and agents harmless from and against any and all claims, liens, damages, demands, causes of action, liabilities, lawsuits, judgments, losses, costs and expenses (including but not limited to reasonable attorneys’ fees and expenses) asserted against or incurred by Seller and arising out of the failure of Buyer to perform its obligations pursuant to this Section 2.4. The provisions of this Section 2.4 shall survive the Closing.
General Assumption. Except to the extent covered by Seller’s limited indemnification of Purchaser, upon such Closing, Purchaser shall assume and pay all normal and customary costs, expenses and liabilities assumed by a working interest owner that arise after the Effective Date (the “Assumed Liabilities”).
General Assumption. As additional consideration for the purchase and sale of the Property, at Closing Buyer will: (a) assume and perform (i) all of the covenants and obligations of Seller, Seller’s predecessors in title and Seller’s Affiliates pursuant to the Leases and Approved Contracts (including, without limitation, those relating to any Tenant Deposits) which arise on or after the Closing Date, and (ii) all obligations under the Leases and Approved Contracts relating to the physical and environmental condition of the Property arising on or after the Closing Date; and (b) assume and agree to discharge, perform and comply with each and every liability, duty, covenant, debt or obligation of Seller or any of its Affiliates resulting from, arising out of, or in any way related to any Licenses and Permits and arising on or after the Closing Date. By closing under this Agreement, Buyer hereby indemnifies, defends, and holds Seller, Seller’s Affiliates and their respective partners, members, shareholders, officers, directors, managers, employees and agents harmless from and against any and all claims, liens, damages, demands, causes of action, liabilities, lawsuits, judgments, losses, costs and expenses (including but not limited to reasonable attorneys’ fees and expenses) asserted against or incurred by Seller and arising out of the failure of Buyer to perform its obligations pursuant to this Section 2.5. The provisions of this Section 2.5 shall survive the Closing.
General Assumption. The list in paragraphs 2.2.1 (a) through (k) may not be an exhaustive statement of the rights and obligations assumed by XXXX under this Section 2. The intent of this Agreement is that XXXX shall be deemed substituted to all of TIC’s rights and obligations with respect to the Assumed Liabilities on or after the Assumption Date, unless expressly stated otherwise in this Agreement. This Agreement shall in no event cause TIC to be responsible for any obligation or liability that is currently the contractual obligation of XXXX under the Business Agreements, or the documents and agreements executed in connection therewith.
