LIABILITIES ASSUMED BY THE PURCHASER Sample Clauses

LIABILITIES ASSUMED BY THE PURCHASER. 3.1 The Purchaser will not, in consequence of or incidental to the transactions herein provided for, assume any liabilities or contractual commitments of the Vendor or the Shareholder except as otherwise specifically provided herein.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
LIABILITIES ASSUMED BY THE PURCHASER. Upon the terms and subject to the conditions of this Agreement, the Purchaser agrees to assume as of the Closing Date the following liabilities of the Seller (collectively, the "Assumed Liabilities"), and only such liabilities: (i) the liabilities set forth on Schedule 2.03, including without limitation the Seller's obligations under $92 million principal amount of 9% debentures due June 1, 2012 (the "Debentures"), $18.723 million principal amount due October 15, 2001 (the "Notes") and $55.976 million principal amount of quarterly income capital securities (the "QUICS"), provided that such liabilities and obligations that accrue, or arise out of or are based on acts or omissions occurring, prior to the Closing Date shall be Assumed Liabilities only to the extent they are reflected on the Adjustment Schedule; (ii) the liabilities and obligations of the Seller that accrue based on services performed on or after the Closing Date under all Contracts and Approvals included in the Purchased Assets; (iii) subject to Section 12.02(d), liabilities relating to VA No-bids in connection with Mortgage Loans originated or committed prior to the Closing Date; and (iv) subject to Section 12.02(e), obligations ("Pre-Closing Servicing Obligations") with respect to (A) customary representations and warranties made in connection with Mortgage Loans sold prior to the Closing Date, with Servicing Rights retained by the Seller and (B) performance by the Seller prior to the Closing Date of its duties under the Servicing Rights in accordance with their terms. For the avoidance of doubt, it is understood that Pre-Closing Servicing Obligations shall not include (i) any credit-related or other recourse, indemnification or similar obligations (other than for breaches of customary representations and warranties) and (ii) any liabilities or obligations of the Seller based on or arising out of any violations of Law (provided that the failure of an individual Mortgage Loan to conform to the Applicable Requirements shall not be considered a violation of Law for these purposes) or any intentional or bad faith violation of the Seller's contractual obligations. The assumption of the Assumed Liabilities shall be effected by delivery by the Purchaser to the Seller at the Closing of the Assumption Agreement, whereby the Purchaser shall assume and agree to pay and discharge in accordance with their terms the Assumed Liabilities.
Sample 1Sample 2See All (4)
LIABILITIES ASSUMED BY THE PURCHASER. Excluded Liabilities. The Purchaser agrees to assume and discharge in accordance with their terms only the following liabilities of the Seller (collectively, the "ASSUMED LIABILITIES").
Sample 1Sample 2
LIABILITIES ASSUMED BY THE PURCHASER. (a) In further consideration for the sale of the Assets, on and as of the Closing Date, the Purchaser shall assume and agree to pay, perform and discharge the Assumed Liabilities. For purposes of this Agreement, the term "ASSUMED LIABILITIES" shall consist of, and shall be limited solely to, subject to Section 2.3(a), (i) all of the Seller's obligations arising after the Closing Date under the Assumed Contracts and operating leases of the Seller relating to the operation of the Business, which contracts and leases are set forth on Schedules 1.1.1 and/or 1.1.4, (ii) the accrued vacation and sick leave of the Employees (as hereinafter defined) identified in Section 3.10 of the Disclosure Statement, (iii) credit to such Employees under all employee benefits plans of Purchaser, Parent and their affiliates, for the years of service with the Seller, identified in Section 3.10 of the Disclosure Statement, and (iv) annual salary and bonus at least at the rate described in Section 3.10 of the Disclosure Statement hereof, for at least twelve (12) months.
Sample 1Sample 2
LIABILITIES ASSUMED BY THE PURCHASER. Upon the terms and subject to the conditions of this Agreement, the Purchaser agrees to assume as of the Closing Date (i) any liabilities and obligations accruing and arising after the Closing Date under any mortgage relating to the Real Property and under any Transferred Lease, which amounts shall be prorated as of the Closing Date, and (ii) the liabilities and obligations of the Seller that accrue with respect to any Purchased Asset on or after the Closing Date or that accrue based on services performed after the Closing Date under all Contracts and Purchased Servicing Rights included in the Purchased Assets, subject to Section 2.04 (collectively, the "Assumed Liabilities"). The assumption of the Assumed Liabilities shall be effected by delivery by the Purchaser to the Seller at the Closing of the Assumption Agreement, whereby the Purchaser shall assume and agree to pay and discharge in accordance with their terms the Assumed Liabilities.
Sample 1
LIABILITIES ASSUMED BY THE PURCHASER. Except as set forth in Schedule 2.4.A. hereof, the Purchaser shall not assume and shall have no obligation, liability or responsibility for and the Seller shall release the Purchaser from any and all debts, liabilities, obligations (however incurred), expenses, Taxes, contracts (except contracts assigned to the Purchaser pursuant to Section 2.1, above) or commitments of the Seller, or any predecessor, successor or affiliate thereof, of any kind, character or description.
Sample 1
LIABILITIES ASSUMED BY THE PURCHASER. In further consideration for the purchase of the Assets, the Purchaser shall also assume (a) all liabilities of the Seller in connection with its lease (the "Lease") of premises at 14130-C Sullyfield Circle, Chantilly, Virginia 22021 (subject to a sxxxxxxx xx x xxxxxxx xxxxxxx xx xxxx xxxxxxxx xxxx xxe Purchaser to the Seller (the "Sublease") in substantially the form of Exhibit E hereto), and (b) those other liabilities of the Seller specifically set forth on Schedule 1.2 hereto (the "Liabilities").
Sample 1
AutoNDA by SimpleDocs
LIABILITIES ASSUMED BY THE PURCHASER. In further consideration for the sale of the Assets, on and as of the Closing Date, the Purchaser shall assume and agree to pay, perform and discharge the Assumed Liabilities. For purposes of this Agreement, the term "Assumed Liabilities" shall include, and shall be limited solely to (a) all Assumed Contracts (other than capitalized leases and Memorandum of Understanding between Texas Department of Health and Amarillo Hospital District regarding disproportionate share payments) and operating leases of AHD relating to the operation of the Facilities, which contracts and leases are set forth on Schedules 1.1(a), 1.1(d) and/or Schedule 3.6 hereto, (b) any Medicare recapture liability resulting from the transactions contemplated hereby, (c) all "accounts payable - trade" and "accrued expenses" to the extent of the amount reflected on the Closing Balance Sheet of AHD and used in calculating the Net Working Capital.
Sample 1

Related to LIABILITIES ASSUMED BY THE PURCHASER

  • 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"):

  • 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 of Seller All liabilities of Seller related to the Business or the Assets that are not Assumed Liabilities will be promptly paid by Seller as they come due.

  • Indemnity by the Purchaser The Purchaser shall indemnify the Vendor’s Indemnified Parties and save them fully harmless against, and will reimburse them for, any Damages arising from, in connection with or related in any manner whatsoever to:

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

  • Retained Liabilities The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:

  • No Assumed Liabilities Buyer will not assume any liabilities of ---------------------- Seller or Seller's Operations.

  • Assumed Liabilities; Excluded Liabilities (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Seller the Assumed Liabilities.

  • 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.

Time is Money Join Law Insider Premium to draft better contracts faster.