Liabilities and Obligations to be Assumed Sample Clauses

Liabilities and Obligations to be Assumed. Subject to the terms and ----------------------------------------- conditions hereof, as of the Closing Date, the Seller agrees to assign and transfer to the Buyer and the Buyer agrees to pay or assume the unperformed contracts, purchase and sale commitments, and other agreements or instruments to which the Seller is a party, of the Seller which are listed and described in Schedule 1.2 hereof. The liabilities referred to in this Section are herein sometimes collectively called the "Assumed Obligations." Notwithstanding the foregoing, if the assignment and transfer of any of the Assumed Obligations would cause a breach thereof and if no required consent to such assignment and transfer has been obtained from the third party involved, then such obligation or instrument shall not be assigned and transferred, but the Buyer shall act as agent for the Seller in order to obtain for the Buyer the benefits under such obligation or instrument. Notwithstanding anything to the contrary contained herein, the following liabilities are not to be paid or assumed by the Buyer hereunder. --- (a) any liability for any federal, state or local income taxes of the Seller or its owners, all of which taxes will be timely paid and borne entirely by the Seller and the owners; Seller and the owners shall be solely responsible for paying whatever federal, state or local income taxes are incurred by them as a result of this transaction and the Buyer's purchase of the Assets pursuant to this Agreement, and the Buyer shall have absolutely no liability therefor; (b) any litigation, or claims and assessments of Seller not yet in litigation, whether or not identified on Schedule 2.14 arising prior to the Closing Date; (c) any labor or unfair labor practices or employment discrimination claims; (d) any obligations of the Seller under any profit-sharing or any other employee benefit plans; and (e) any other liability of any kind whatsoever, known or unknown.
Sample 1
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Liabilities and Obligations to be Assumed. Subject to the terms and conditions contained in this Agreement, at the Closing, Purchaser shall assume, and agrees to timely pay, discharge and perform, all obligations of Seller arising after the Closing Date under the Affiliate Agreements, the Leased Carriage Agreements (but only to the extent assigned to Purchaser pursuant to Sections 1.1(f) and 1.5), the Personal Property Leases and the Service Agreements, which are listed on the Schedule 1.1(e), Schedule 1.1(g) and Schedule 1.1(k) (the "Assumed Liabilities"); provided, however, that Purchaser shall not assume or be responsible for any such obligations which arise from breaches of such agreements or defaults thereunder by Seller, all of which obligations shall constitute Excluded Liabilities (as defined in Section 1.4).
Sample 1
Liabilities and Obligations to be Assumed. Buyer will not assume, and will not be deemed to have assumed any liabilities of Seller, whether known, unknown, existing, fixed, contingent or unliquidated, whenever arising prior to the Closing Date or thereafter. Without limiting the foregoing, Buyer does not assume and shall not be obligated to pay or satisfy any obligation, debt or liability, contingent or otherwise, of Seller or any person or entity controlled by, under common control with or controlling Seller (collectively, "Affiliates," individually, an "Affiliate") or any other person or entity, arising from or in connection with the Business or any other business or activity of Seller or any of its Affiliates, including without limitation, any liability for taxes, whether measured by income, sales or otherwise. Notwithstanding the foregoing, Buyer shall assume Seller's rights and obligations under Seller's lease relating to the Premises (the "Lease"); provided, however, that such rights and obligations being assumed by Buyer are those that relate solely to or arise exclusively during the period commencing after the Closing Date.
Sample 1
Liabilities and Obligations to be Assumed. 4 (a) LEASES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 (b) EQUIPMENT LEASES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 (c)
Sample 1
Liabilities and Obligations to be Assumed. On the terms and subject to the conditions set forth in this Agreement, at the Closing, VMI is assuming the following liabilities and obligations, subject to the provisions of Section 0.1.4 of this Agreement:
Sample 1
Liabilities and Obligations to be Assumed. Subject to the terms and conditions hereof, on the Closing Date and as of the Effective Time, Seller agrees to assign and transfer to Buyer and Buyer agrees to assume only the following: (a) the obligations of Seller (with respect to the Business) under the Contracts listed on Schedule 2.2(a) or Governmental Authorizations listed on Schedule 3.14(b) (the “Assumed Contracts”) to the extent such obligations or authorizations are applicable to and accrue with respect to periods subsequent to the Effective Time; (b) the trade accounts payable and accrued expenses of Seller with respect to the Business outstanding as of the Closing Date that are specifically agreed to between Seller and Buyer (including as to amounts) within 30 days after the Closing; and (c) the inter-company payables of HP to DAC and Seller to VN with respect to the Business outstanding as of the Closing Date that are specifically agreed to between Seller and Buyer (including as to amounts) within 30 days after the Closing. The obligations referred to in this Section 2.2 are sometimes hereinafter collectively referred to as the “Assumed Liabilities.”
Sample 1
Liabilities and Obligations to be Assumed. Concurrently with its ----------------------------------------- purchase of the Acquired Assets, Purchaser shall assume and honor all of the liabilities and obligations of the Government Base Business, (a) under the GBB Contracts, including without limitation warranty agreements or warranty provisions of GBB Contracts, and under the leases and subleases relating to GBB Real Property, which liabilities and obligations arise or are to be performed or discharged after the Closing Date, (b) included in the liabilities set forth in the March 31, 1999 Balance Sheet Data (as defined in Section 4.1), and (c) that arise or arose in the ordinary course of business after March 31, 1999 (collectively, the "Assumed Liabilities").
Sample 1
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Related to Liabilities and Obligations to be Assumed

  • Liabilities and Obligations 33 6.8 Conformity with Law; Litigation.................................33 6.9 No Violations...................................................33 6.10

  • Assumption of Liabilities and Obligations (a) At the Closing, ATS shall assume and agree to pay, discharge and perform the following obligations and liabilities of BEA (collectively, the "BEA Assumed Obligations"): (i) all of the obligations and liabilities of BEA under the BEA Assumable Agreements, and (ii) all obligations and liabilities of BEA with respect to the ownership and operation of the BEA Assets and the conduct of the BEA Business, on and after the Closing Date; provided, however, that notwithstanding the foregoing, ATS shall not assume and agree to pay, and shall not be obligated with respect to, the BEA Nonassumed Obligations. (b) ATS shall not assume or become obligated to perform any debt, liability or obligation of BEA relating to any of the following matters (collectively, the "BEA Nonassumed Obligations"): (i) the ownership or operation of the BEA Assets or the conduct of the BEA Business prior to the Closing Date, including without limitation Taxes, unfunded pension costs, any Employment Arrangement of BEA (including without limitation any obligation to any BEA Employee for severance benefits, vacation time or sick leave), and any of the following to the extent same arise from Events occurring prior to or existing on the Closing Date: products liability, Legal Actions or other Claims, and obligations and liabilities relating to Environmental Law; (ii) any obligations or liabilities under the BEA Assumable Agreements relating to the period prior to the Closing; (iii) any insurance policies of BEA; (iv) those required to be disclosed in the BEA Disclosure Schedule which are not so disclosed or which, if disclosed, Section 2.2(b)(iv) of the BEA Disclosure Schedule indicates that such obligation or liability will not be assumed; (v) any liability or obligation from or relating to breach of any warranty or any misrepresentation by BEA under this Agreement or any Collateral Document; (vi) any liability or obligation from or relating to breach or violation of, or failure to perform, any of BEA's obligations, covenants, agreements or undertakings set forth in this Agreement or any Collateral Document, including without limitation Article 5 of this Agreement; (vii) any obligation or liability relating to any asset of BEA not included in the BEA Assets. (viii) any obligation or liability with respect to capitalized lease obligations or Indebtedness for Money Borrowed; (ix) any Taxes, fees, expenses or other amounts required to be paid by BEA pursuant to the provisions of this Agreement or any Collateral Document; and (x) any Contract with any Affiliate of BEA, other than those, if any, set forth in Section 2(b)(x) of the BEA Disclosure Schedule. All BEA Nonassumed Obligations shall remain and be the obligations and liabilities solely of BEA. (c) Notwithstanding anything contained in this Agreement to the contrary, except as set forth in Section 2.2(c) of the BEA Disclosure Schedule, all items of income and expense (including without limitation with respect to rent, utility charges, Pro Ratable Taxes and wages, salaries and accrued but unused vacation of BEA employees) arising from the ownership or operation of the BEA Assets or the conduct of the BEA Business shall be prorated as of 12:01 a.m., Eastern time, on the Closing Date, with BEA entitled to and responsible for any such items on or prior to the Closing Date and ATS entitled to and responsible for any such items relating to any subsequent period. For these purposes, Pro Ratable Taxes attributable to a period that begins before and ends after the Closing Date shall be treated on a "closing of the books" basis as two partial periods, one ending at the close of the Closing Date and the other beginning on the day after the Closing Date, except that Pro Ratable Taxes (such as property Taxes) imposed on a periodic basis shall be allocated on a daily basis. If either party shall have received any such revenues or paid any such expenses or charges which, pursuant to the terms hereof, the other party is entitled to or responsible for, it shall furnish the other party with a detailed statement of any such items as soon as practicable after receipt or payment thereof. The parties shall use their best efforts to agree upon such items and other adjustments prior to the Closing Date and, in any event, except as set forth in Section 2.2(c) of the BEA Disclosure Schedule, within sixty (60) days thereafter. If the parties are unable within such period to agree upon such items and other adjustments, BEA and ATS shall, within the following ten (10) days, jointly designate a nationally known independent public accounting firm to be retained to review such items and other adjustments. The fees and other expenses of retaining such independent public accounting firm shall be borne equally by BEA and ATS. Such firm shall report its conclusions as to such items and other adjustments pursuant to this Section and such report shall be conclusive on all parties to this Agreement and not subject to dispute or review. Upon such agreement or determination by such independent accounting firm, BEA or ATS, as the case may be, shall promptly reimburse the other party for any income received or expenses paid by the other party and not previously reimbursed or any other adjustment required by this Section. Nothing contained in this Section 2.2(c) is intended or shall be deemed to amend or modify the indemnification provisions of Article 8 nor to reallocate responsibility for the matters set forth therein.

  • Duties and Obligations The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

  • Costs, Expenses, Liabilities and Obligations The Developer shall be responsible for all costs, expenses, liabilities and obligations imposed under or incurred in order to satisfy the terms of this Agreement and all Federal, Provincial and Municipal laws, by-laws, regulations and codes applicable to the Lands.

  • Expenses and Obligations Except as otherwise expressly provided in this Agreement, all costs and expenses incurred by the parties hereto in connection with the transactions contemplated by this Agreement shall be borne solely and entirely by the party that has incurred such expenses.

  • Additional Rights and Obligations The author(s) (and their employers as applicable), hereby authorise the Publishers to take such steps as they consider necessary at their own expense in the copyright owner’s name and on their behalf, if they believe that a third party is infringing or is likely to infringe copyright or the rights granted to the Publishers herein in the Contribution without further recourse to the copyright owner(s). The Corresponding Author acknowledges that all versions of the Contribution, and any associated reviews and responses to those reviews, may be published if the Contribution is accepted for publication. The Publishers expressly agree to place the final published post-production Contribution for display on PMC (including their international mirror sites) promptly after publication without extra charge for this deposit to the authors or their employers (provided PMC does not charge the Publishers), which will include any Publisher supplied amendments or retractions. The author(s) acknowledge and accept that BMJ may make additional changes to the Contribution as considered necessary in accordance with standard editorial processes whether before or after publication. The Corresponding Author will usually see proofs for their Contribution and every effort will be made to consult with the Corresponding Author if substantial alterations are made. BMJ may also retract or publish a correction or other notice when it considers this appropriate for legal or editorial reasons and this shall be at its absolute discretion which shall be exercised reasonably.

  • Duties and Obligations of Employee The Employee shall serve as the Chief Credit Officer of the Employer and shall perform the customary duties of such office in the commercial banking industry, including those listed below. Employee shall also perform such other duties and in such other positions as are requested of him by the Employer. (a) Providing leadership in planning and implementing the conduct of the business and affairs of the Employer, subject to the direction of the Chief Executive Officer of the Employer, and carrying out responsibilities of the position as outlined in any job description approved by the Chief Executive Officer. (b) Participating in community affairs which are beneficial to the Employer. (c) Maintaining a good relationship with the Board of Director, the Chief Executive Officer, the management officers and the shareholders of the Employer. (d) Maintaining a good relationship with regulatory agencies and governmental authorities having jurisdiction over the Employer and its related and affiliated entities.

  • Continuing Rights and Obligations After the satisfaction and discharge of this Indenture, this Indenture will continue for (i) rights of registration of transfer and exchange, (ii) replacement of mutilated, destroyed, lost or stolen Notes, (iii) the rights of the Noteholders to receive payments of principal of and interest on the Notes, (iv) the obligations of the Indenture Trustee and any Note Paying Agent under Section 3.3, (v) the rights, obligations and immunities of the Indenture Trustee under this Indenture and (vi) the rights of the Secured Parties as beneficiaries of this Indenture in the property deposited with the Indenture Trustee payable to them for a period of two years after the satisfaction and discharge.

  • Other Rights and Obligations of the Authority (a) be deemed to have taken possession and control of the Project forthwith; (b) take possession and control of all materials, stores, implements, construction plants and equipment on or about the Site; (c) be entitled to restrain the Concessionaire and any person claiming through or under the Concessionaire from entering upon the Site or any part of the Project; (d) require the Concessionaire to comply with the Divestment Requirements set forth in Clause 34.1; and (e) succeed upon election by the Authority, without the necessity of any further action by the Concessionaire, to the interests of the Concessionaire under such of the Project Agreements as the Authority may in its discretion deem appropriate, and shall upon such election be liable to the Contractors only for compensation accruing and becoming due and payable to them under the terms of their respective Project Agreements from and after the date the Authority elects to succeed to the interests of the Concessionaire. For the avoidance of doubt, the Concessionaire acknowledges and agrees that all sums claimed by such Contractors as being due and owing for works and services performed or accruing on account of any act, omission or event prior to such date shall constitute debt between the Concessionaire and such Contractors, and the Authority shall not in any manner be liable for such sums. It is further agreed that in the event the Authority elects to cure any outstanding defaults under such Project Agreements, the amount expended by the Authority for this purpose shall be deducted from the Termination Payment.

  • Fund Obligations A. The Fund agrees to use its reasonable efforts to deliver to DST in Kansas City, Missouri, as soon as they are available, all of its shareholder account records. B. The Fund will provide DST written notice of any change in Authorized Personnel as set forth on Schedule C. C. The Fund will notify DST of material changes to its Articles of Incorporation or Bylaws (e.g. in the case of recapitalization) that impact the services provided by DST under the Agreement. D. If at any time the Fund receives notice or becomes aware of any stop order or other proceeding in any such state affecting such registration or the sale of the Fund's shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of the Fund's shares, the Fund will give prompt notice thereof to DST.

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