Common use of LIABILITIES TO BE ASSUMED Clause in Contracts

LIABILITIES TO BE ASSUMED. As used in this Agreement, the term “Liability” shall mean and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured. 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 Company (collectively the “Assumed Liabilities”):

LIABILITIES TO BE ASSUMED. As used in this Agreement, the term “"Liability” " shall mean and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured. 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, following Liabilities of Company (collectively the “"Assumed Liabilities”"):

LIABILITIES TO BE ASSUMED. As used in this Agreement, the term “"Liability” " shall mean and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured. Subject to the terms and conditions of this Agreement, on the Closing Date, Buyer shall assume and agree to perform and discharge (and Parent shall cause Buyer to assume and agree to perform and discharge) the following, and only the following, following Liabilities of Company (collectively the “"Assumed Liabilities”"):

LIABILITIES TO BE ASSUMED. As used in this Agreement, the term “Liability” shall mean and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured. Subject to the terms and conditions of this Agreement, on the Closing Date, Buyer shall assume and agree to perform and discharge the following, those and only the following, those Liabilities of Company specifically described on Schedule 2.1 attached hereto (collectively the “Assumed Liabilities”):).

LIABILITIES TO BE ASSUMED. As used in this Agreement, the term “"Liability” " shall mean and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured. 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 Company (collectively the “"Assumed Liabilities”"):

LIABILITIES TO BE ASSUMED. As used in this Agreement, the term “Liability” shall mean and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured. Subject to the terms and conditions of this Agreement, on the Closing Effective Date, Buyer shall assume or take subject to, as the case may be, and agree agrees to perform and discharge the following, and only the following, Liabilities of Company (collectively the “Assumed Liabilities”):Seller:

LIABILITIES TO BE ASSUMED. As used in this Agreement, the term “"Liability” " shall mean and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured. Subject to the terms and conditions of this Agreement, Agreement on the Closing Date, Buyer shall assume and agree to perform and discharge discharge, (and shall indemnify and hold Seller harmless from) the following, and only the following, following Liabilities of Company Seller (collectively the “"Assumed Liabilities”"):

LIABILITIES TO BE ASSUMED. As used in this Agreement, the term “"Liability” " shall mean and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured. Subject to the terms and conditions of this Agreement, on the Closing DateTime, Buyer Subsidiary shall assume or take subject to, as the case may be, and agree agrees to perform and discharge the following, and only the following, Liabilities of Company (collectively the “Assumed Liabilities”):Sellers:

LIABILITIES TO BE ASSUMED. As used in this Agreement, the term “Liability” shall mean and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured. Subject to the terms and conditions of this Agreement, on the Closing Effective Date, Buyer the Subsidiary shall assume or take subject to, as the case may be, and agree agrees to perform and discharge the following, and only the following, Liabilities of Company (collectively the “Assumed Liabilities”):Seller:

LIABILITIES TO BE ASSUMED. As used in this Agreement, the term “"Liability” " shall mean and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured. 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 Company (collectively the “Assumed Liabilities”):perform

LIABILITIES TO BE ASSUMED. As used in this Agreement, the term “"Liability” " shall mean and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured. 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 Company the Juice Division (collectively the “"Assumed Liabilities”"):

LIABILITIES TO BE ASSUMED. As used in this Agreement, the term “Liability” shall mean and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured. Subject to the terms and conditions of this Agreement, on the Closing Date, Buyer LMC shall assume and agree to perform and discharge the following, and only the following, following Liabilities of Company the Division (collectively the “Assumed Liabilities”):

LIABILITIES TO BE ASSUMED. As used in this Agreement, the term “"Liability” " shall mean and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixedcontingent, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured. 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 Company (collectively collectively, the “"Assumed Liabilities”"):

LIABILITIES TO BE ASSUMED. As used in this Agreement, the term “"Liability” " shall mean and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured. Subject to the terms and conditions of this Agreement, Agreement on the Closing Date, Buyer shall assume and agree to perform and discharge the following, and only the following, following Liabilities of Company Seller (collectively the “"Assumed Liabilities”"):

LIABILITIES TO BE ASSUMED. As used in this Agreement, the term “"Liability” " shall mean and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured. Subject to the terms and conditions of this Agreement, on the Closing Date, Buyer shall assume and agree to perform and discharge when due and payable and otherwise in accordance with the following, relevant governing agreements and only instruments the following, following Liabilities of the Company (collectively the “"Assumed Liabilities”"):

LIABILITIES TO BE ASSUMED. As used in this Agreement, the term “"Liability” " shall mean and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured. Subject to the terms and conditions of this Agreement, on the Closing Date, Buyer shall not assume or be liable for any Liability of the Company except that Buyer agrees to assume and agree agrees to perform and discharge the following, and only the following, following Liabilities of Company (collectively the “"Assumed Liabilities”"):

LIABILITIES TO BE ASSUMED. As used in this Agreement, the term “"Liability” " shall mean and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured. Subject to the terms and conditions of this Agreement, Agreement on the Closing Date, Buyer shall assume and agree to perform and discharge the following, and only the following, following Liabilities of Company MAI (collectively the “"Assumed Liabilities”"):

LIABILITIES TO BE ASSUMED. As used in this Agreement, the term “------------------------- "Liability” " shall mean and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured. Subject to the terms and conditions of this Agreement, on the Closing Effective Date, Buyer Xxxxxxxxxx shall assume and agree to perform and discharge the following, and only following (hereinafter the following, Liabilities of Company (collectively the “"Assumed Liabilities”"):