Common use of Liabilities Being Assumed Clause in Contracts

Liabilities Being Assumed. Except as otherwise provided herein and subject to the terms and conditions of this Agreement, simultaneously with the sale, transfer, conveyance and assignment to the Buyer of the Purchased Assets, the Buyer shall assume, and hereby agrees to pay when due, those liabilities accruing after the Closing Date (as hereinafter defined) under the equipment leases identified in Schedule 1.1(c) and the office leases identified in Schedule 1.1(f) (the "Assumed Obligations"); provided, however, that any and all obligations and liabilities arising under any such lease as of or prior to the Closing Date and any and all obligations and liabilities arising out of or in connection with the Seller's breach of any such lease as of or prior to the Closing Date shall, in each case, remain the obligations and liabilities of the Seller.

Appears in 2 contracts

Samples: Assignment and Assumption Agreement (BMJ Medical Management Inc), Asset Purchase Agreement (BMJ Medical Management Inc)

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Liabilities Being Assumed. Except as otherwise provided herein and subject to the terms and conditions of this Agreement, simultaneously with the sale, transfer, conveyance and assignment to the Buyer of the Purchased Assets, the Buyer shall assume, and hereby agrees to pay when due, those liabilities accruing after the Closing Date (as hereinafter defined) under the equipment leases identified in Schedule 1.1(c) and the office leases identified in Schedule 1.1(f) (the "Assumed Obligations"); provided, however, that any and all obligations and liabilities arising under any such lease as of or prior to the Closing Date and any and all obligations and liabilities arising out of or in connection with the Seller's breach of any such lease as of or prior to the Closing Date shall, in each case, remain the obligations and liabilities of the Seller.

Appears in 2 contracts

Samples: Asset Purchase Agreement (BMJ Medical Management Inc), Asset Purchase Agreement (BMJ Medical Management Inc)

Liabilities Being Assumed. Except as otherwise provided herein and subject to the terms and conditions of this Agreement, simultaneously with the sale, transfer, conveyance and assignment to the Buyer of the Purchased Assets, the Buyer shall assume, and hereby agrees to pay when due, those liabilities accruing after the Closing Date (as hereinafter defined) under the equipment leases identified in Schedule 1.1(c) and the office leases identified in Schedule 1.1(f) (the "Assumed Obligations"); provided, however, that any and all obligations and liabilities arising under any such lease as of or prior to the Closing Date and any and all obligations and liabilities arising out of or in connection with the Seller's breach of any such lease as of or prior to the Closing Date shall, in each case, remain the obligations and liabilities of the Seller.

Appears in 2 contracts

Samples: Asset Purchase Agreement (BMJ Medical Management Inc), Execution (BMJ Medical Management Inc)

Liabilities Being Assumed. Except as otherwise provided herein and subject to the terms and conditions of this Agreement, simultaneously with the sale, transfer, conveyance and assignment to the Buyer of the Purchased Assets, the Buyer shall assume, and hereby agrees to pay when due, those liabilities accruing after the Closing Date (as hereinafter defined) under the equipment leases identified in Schedule 1.1(c) and the office leases identified in Schedule 1.1(f) (the "Assumed Obligations"); provided, however, that any and all obligations and liabilities arising under any such lease as of or prior to the Closing Date and any and all obligations and liabilities arising out of or in connection with the Seller's breach of any such lease as of or prior to the Closing Date shall, in each case, remain the obligations and liabilities of the Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (BMJ Medical Management Inc)

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Liabilities Being Assumed. Except as otherwise provided herein and subject to the terms and conditions of this Agreement, simultaneously with the sale, transfer, conveyance and assignment to the Buyer of the Purchased Assets, the Buyer shall assume, and hereby agrees to pay when due, those liabilities accruing after the Closing Date (as hereinafter defined) under the equipment leases identified in Schedule 1.1(c) and the office leases identified in Schedule 1.1(f1.1(e) (the "Assumed Obligations"); provided, however, that any and all obligations and liabilities arising under any such lease as of or prior to the Closing Date and any and all obligations and liabilities arising out of or in connection with the Seller's breach of any such lease as of or prior to the Closing Date shall, in each case, remain the obligations and liabilities of the Seller.

Appears in 1 contract

Samples: Assignment and Assumption Agreement (BMJ Medical Management Inc)

Liabilities Being Assumed. Except as otherwise provided herein and subject to the terms and conditions of this Agreement, simultaneously with the sale, transfer, conveyance and assignment to the Buyer of the Purchased Assets, the Buyer shall assume, and hereby agrees to pay when due, those liabilities accruing after the Closing Date (as hereinafter defined) under the equipment leases identified in Schedule 1.1(c) and the office leases identified in Schedule 1.1(f1.1(e) (the "Assumed Obligations"); provided, however, that any and all obligations and liabilities arising under any such lease as of or prior to the Closing Date and any and all obligations and liabilities arising out of or in connection with the Seller's breach of any such lease as of or prior to the Closing Date shall, in each case, remain the obligations and liabilities of the Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (BMJ Medical Management Inc)

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