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 those and only those Liabilities specifically described on Schedule 2.1 attached hereto (collectively the “Assumed Liabilities”).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Oakmont Acquisition Corp.), Asset Purchase Agreement (Oakmont Acquisition Corp.)

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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 those and only those Liabilities specifically described on Schedule 2.1 attached hereto (collectively the “Assumed Liabilities”).perform

Appears in 1 contract

Samples: Asset Purchase Agreement (Holmes Products Corp)

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 those the following, and only those the following, Liabilities specifically described on Schedule 2.1 attached hereto of Company (collectively collectively, the "Assumed Liabilities”)."):

Appears in 1 contract

Samples: Asset Purchase Agreement (Wec Co)

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 those the following, and only those the following Liabilities specifically described on Schedule 2.1 attached hereto of Seller (collectively the "Assumed Liabilities”)."):

Appears in 1 contract

Samples: Asset Purchase Agreement (Imc Mortgage Co)

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 those the following, and only those the following, Liabilities specifically described on Schedule 2.1 attached hereto of the Juice Division (collectively the "Assumed Liabilities”)."):

Appears in 1 contract

Samples: Asset Purchase Agreement (Northland Cranberries Inc /Wi/)

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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 those the following, and only those the following Liabilities specifically described on Schedule 2.1 attached hereto of the Division (collectively the “Assumed Liabilities”).):

Appears in 1 contract

Samples: Asset Purchase and Contribution Agreement (Liquidmetal Technologies Inc)

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 those the following, and only those the following Liabilities specifically described on Schedule 2.1 attached hereto of MAI (collectively the "Assumed Liabilities”)."):

Appears in 1 contract

Samples: Asset Purchase Agreement (Imc Mortgage Co)

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