Liabilities Assumed by the Company Sample Clauses

Liabilities Assumed by the Company. The Company hereby assumes and agrees as of the Cut-Off Date to perform and pay all of the Obligations. The Initial Member and the Company agree that the conveyance contemplated by Section 2.1 and the other provisions of this Agreement is intended to be an absolute conveyance and transfer of ownership of the Loans in part by capital contribution and in part by sale. Notwithstanding anything to the contrary in this Agreement, however, it is understood and agreed that, except for the Obligations, the Initial Member shall not assign and the Company shall not assume or be liable for any of the following liabilities (the “Excluded Liabilities”):
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Liabilities Assumed by the Company. The Company (i) hereby assumes as of the Cut-Off Date the Obligations, and agrees to perform and pay the Obligations when due, and (ii) in addition to and without limitation of clause (i), shall indemnify and hold harmless the Transferor from and against all costs and expenses (including attorneys’ fees and litigation and similar costs, and other out-of-pocket expenses, actually incurred in investigating, defending, asserting or preparing the defense of any Action), judgments, awards, fines, amounts paid in settlement or penalties incurred by the Transferor (at any time after the Cut-Off Date) arising out of, resulting from or otherwise in connection with any Assumed Closing Date Asset Litigation. Without limitation of the preceding sentence, the Company shall make such payments to the Transferor as shall be necessary to give effect, as between the Company and the Transferor, to the assumption of the Obligations as of the Cut-Off Date (as if this Agreement had been executed and delivered at, and the “Obligations” determined (for purposes of this sentence) as of, the Cut-Off Date (and the Closing Date and the Cut-Off Date were the same date)), including reimbursing the Transferor for any payments made by the Transferor between the Cut- Off Date and the Closing Date in respect of the Obligations (as so determined). Notwithstanding anything to the contrary in this Agreement, it is understood and agreed that the Company does not assume and, except and to the extent provided for in clause (ii) of the first sentence of this Section 2.2 or in Section 4.5(d), is not liable for, any Excluded Liability. If there arises any question as to whether a Liability arising or becoming due or payable pursuant to or in accordance with any Transferred Contract was, in accordance with the FDIC Legal Powers legally binding on and valid against the Receiver, the Transferor’s determination in this regard shall be conclusive and binding on the Company.
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Liabilities Assumed by the Company. (a) At the Closing, the Company will assume as of the Closing Date, and will subsequently pay, honor and discharge when due and payable and otherwise in accordance with their terms, all of the following Liabilities of the Asset Sellers (other than any such Liabilities which are specifically set forth in Section 2.2(b)) (collectively, the “Assumed Liabilities”):
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Liabilities Assumed by the Company. As of the Effective Time ---------------------------------- (as hereinafter defined in Section 3.1, the Company shall assume only the ----------- following liabilities of Seller (the "Assumed Liabilities"): (a) liabilities arising from and after the Effective Time under the Assigned Contracts; (b) accounts payable (the "Assumed Accounts"), (c) expenses arising after May 31, 1997, relating to the Infringement Lawsuit; and (d) warranty liabilities ("Assumed Warranties") to the extent of the warranty reserve reflected in the Closing Balance Sheet (as hereinafter defined in Section 3.6
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Liabilities Assumed by the Company. The Company herby agrees to be liable for and pay for the following liabilities:
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Liabilities Assumed by the Company. The Company hereby agrees to be solely liable for and pay for the following liabilities identified on the attached Schedule E, including legal/defense costs and costs of settlement of the same.
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Liabilities Assumed by the Company. The Company hereby assumes and agrees as of the Cut-Off Date to perform and pay all of the Obligations. The Initial Member and the Company agree that the conveyance contemplated by Section 2.1 and the other provisions of this Agreement is intended to be an absolute conveyance and transfer of ownership of the Assets in part by capital contribution and in part by sale. Notwithstanding anything to the contrary in this Agreement, however, it is understood and agreed that, except for the Obligations, the Initial Member shall not assign and the Company shall not assume or be liable for any of the following liabilities (the “Excluded Liabilities”):(a) any monetary claim against or monetary liability of the FDIC in its capacity as receiver for the Failed Banks that, was, is or will be subject to or is required to be asserted through the receivership administrative claims process administered by the FDIC in its capacity as receiver for the Failed Banks pursuant to 12 U.S.C. Section 1821(d)(3) through (13); and
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Related to Liabilities Assumed by the Company

  • Liabilities Assumed As of the Closing Date, Buyer will assume and agree to pay, discharge and perform, the following obligations and liabilities of Seller (the “Assumed Liabilities”): (a) all obligations of Seller under the Assumed Contracts and Permits, in each case, that arise from and after the Closing Date (except for any obligations that have accrued prior to the Closing Date) and (b) to the extent of such credit, all liabilities for which Buyer receives a credit against the Purchase Price pursuant to Section 3.6; provided, however, that, notwithstanding anything to the contrary in this Agreement, including the definition of “Assumed Contracts” in Article I, the Assumed Liabilities will not include (i) any obligation under an Assumed Contract that does not relate to the operation of the Stations or the Purchased Assets if such Assumed Contract relates to both (x) the operation of the Stations or the Purchased Assets and (y) other assets or operations of Seller or its Affiliates or (ii) if Buyer assumes rights and obligations of Seller under an Assumed Contract by executing a new Contract with the counterparty thereto rather than assuming an existing Assumed Contract, any obligations under the existing Assumed Contract. For clarity, with respect to the LER Agreement, Buyer shall either assume the LER Agreement or enter into a replacement Contract as contemplated by the next sentence of this Section 3.2, in either case, solely to the extent of obligations related to the Stations covered thereby (KTCY-FM and KZMP-FM) or terminate its obligations thereunder and pay the “Buyout Amount” as defined in and calculated under Section 5 of the LER Agreement with respect to KTCY-FM and KZMP-FM (in which event Seller shall cause LER to provide Buyer with an acknowledgment that the LER Agreement has, effective upon receipt of the Buyout Amount, been terminated with respect to such Stations) and, upon payment of the Buyout Amount, the Assumed Liabilities shall not include any obligation under the LER Agreement. Buyer may assume the Assumed Liabilities under an Assumed Contract by executing a new Contract with the counterparty thereto (if acceptable to the counterparty thereto) instead of assuming the existing Assumed Contract.

  • Liabilities Assumed by Assuming Institution The Assuming Institution expressly assumes at Book Value (subject to adjustment pursuant to Article VIII) and agrees to pay, perform, and discharge all of the following liabilities of the Failed Bank as of Bank Closing, except as otherwise provided in this Agreement (such liabilities referred to as "Liabilities Assumed"):

  • Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Seller shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Seller shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Penta-Gen and the Company to execute any and all such bills of sale, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Seller and to assign and/or transfer the Excluded Liabilities to Seller. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

  • LIABILITIES TO BE ASSUMED Subject to the terms and conditions of this Agreement, on the Closing Date, Buyer shall assume and agree to perform and discharge the following, and only the following Liabilities of the Seller (collectively the "Assumed Liabilities"):

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