Liabilities and Obligations Assumed. Subject to the terms and conditions hereof, upon the Closing Date, Seller hereby assigns, transfers, and conveys to Buyer, and Buyer hereby assumes from Seller and agrees to pay according to their terms, all of the liabilities and obligations of Seller related to the Purchased Assets or the operation of the Business, as the same shall exist on the Closing Date, including all liabilities accruing in the ordinary course of business after the effective date of this Agreement (excepting, without limitation, the liabilities specifically identified as "Excluded Liabilities" in Section 1.4 herein) (collectively referred to herein as the "Assumed Liabilities"), including only those identified in Exhibit 1.3 hereto.
Liabilities and Obligations Assumed. Buyer shall not assume any of the liabilities of Seller except those specifically set forth on Schedule 4.1 (the "Assumed Liabilities").
Liabilities and Obligations Assumed. Trimedyne shall assume any and all liabilities of MST which are a specific obligation of the Business, whether fixed, contingent or unliquidated, as part of the exchange consideration. Without limiting the foregoing, Trimedyne does not assume and shall not be obligated to pay or satisfy any obligation, debt or liability, contingent or otherwise, of MST, arising out of fraud, misrepresentation, illegal acts, malpractice or malfeasance occurring at any time from the inception of MST's business up to and including the time of Closing, or which is not a specific obligation of the Business.
Liabilities and Obligations Assumed. Buyer does hereby agree to assume at Closing and in writing, Sellers' obligations and liabilities set forth in the KMC Financial Statements and the KMC 1997 Financial Statements and Sellers' obligations and liabilities incurred in the ordinary course of business from the dates of the KMC 1997 Financial Statements up to the Closing Date (collectively referred to as the "Assumed Liabilities"), except for those listed in Section 1.4 below.
Liabilities and Obligations Assumed. Buyer agrees, on consummation of the Closing, to assume, in accordance with the Assignment and Assumption Agreement, (a) the regular, current trade accounts payable of the Seller incurred by Seller in the ordinary course of business, reflected on the Seller's financial statements, and disclosed to Buyer, not to exceed $ , and (b) those obligations under the Contracts the Buyer elects to purchase in accordance with Section 1.1(c)(iii) which first arise, or by the terms of the Contracts are to be performed, after the Closing (but specifically excluding obligations to cure any defaults under any of the Contracts arising prior to the Closing or based upon events occurring or circumstances existing prior to the Closing) (collectively, the "Assumed Liabilities").
Liabilities and Obligations Assumed. Buyer shall assume those liabilities, obligations and undertakings of Seller identified on Exhibit 1.3 (said liabilities identified on Exhibit 1.3 being collectively referred to as the "Assumed Liabilities"), and those liabilities that may have been incurred by Seller in the ordinary course of the operation of the Businesses. Seller hereby agrees to indemnify and hold Buyer harmless from and against all costs, claims, actions, debts, liabilities, obligations and undertakings of Seller except for the Assumed Liabilities and those liabilities incurred in the ordinary course of business, if any.
Liabilities and Obligations Assumed. As of the Closing, the Buyer shall assume and timely pay, perform and discharge only those obligations and liabilities of Sellers relating to the temporary staffing businesses being acquired by the Buyer pursuant to this Agreement identified in Schedule 4.1, (the "Assumed Liabilities") but excluding therefrom the debts, obligations and liabilities being retained by Sellers (the "Excluded Liabilities") as provided in Section 4.2 hereof.
Liabilities and Obligations Assumed. 1. Promissory Note dated September 19, 1993 to Xxxxxx X. Xxxxxx
Liabilities and Obligations Assumed. Buyer shall not assume any liabilities, obligations or undertakings of Seller of any kind or nature whatsoever, whether fixed or contingent, known or unknown, determined or determinable, due or not yet due (excepting only liabilities and obligations specifically identified on Exhibit 1.3 (a)). By way of example, and not by way of limitation, buyer specifically disclaims responsibility for:
(a) Any federal, state or local taxes (or claims for refunds relating to such liabilities) based upon or measured by income or profits from operation of its brokerage business through the date of this Agreement; and
(b) Any obligation incurred by Seller for accounting, legal or other professional fees which are related to the consummation of the transaction contemplated herein.
Liabilities and Obligations Assumed. To the extent attributable to events, conditions or circumstances arising or existing during any period from and after the Closing Date, all of the liabilities and obligations of the Seller, direct or indirect, known or unknown, absolute or contingent, which relate to the Purchased Assets, other than Excluded Liabilities (as defined in the Asset Purchase Agreement), in accordance with the terms and subject to the respective conditions thereof, including, without limitation, the following liabilities and obligations: [insert paragraphs (i) through (v) of Section 2.3(a) of the Asset Purchase Agreement]
