Limited Assumption of Contracts and Obligations Sample Clauses

Limited Assumption of Contracts and Obligations. (i) Buyer shall assume no obligations or liabilities of Seller, except that Buyer shall assume and perform all post-Effective Time obligations of Seller in respect of Seller’s Contracts, including without limitation Seller’s Contracts with its customers of the Business, including (x) such post-Effective Time storage obligations for which Seller has received payment prior to the Effective Time, provided that the obligations to perform such storage were taken into account in the adjustment to the Purchase Price pursuant to Section 2.4, and further provided, that Buyer shall not assume any obligations in respect of which Seller has expressly agreed to indemnify Buyer, (y) all post-Effective Time obligations of Seller under ongoing Contracts set forth on Schedule 2.2(b) under the subheading “goods and services”, and (z) all post-Effective Time obligations of Seller under any operating leases set forth on Schedule 2.2(b) under the subheading “vehicles and equipment” (the foregoing, the “Assumed Obligations”). (ii) Except as otherwise provided in Section 2.2(b)(i), Buyer shall not assume or become obligated to perform any debt, liability or obligation of Seller, whether or not relating to the ownership or operation of the Subject Assets and the conduct of the Business, existing on or prior to the Effective Time or any obligations and liabilities relating to Events occurring or existing on or prior to the Effective Time (collectively, the “Excluded Liabilities”), including without limitation: (A) income Taxes, unfunded pension costs, any employment arrangement (including without limitation any obligation to any Seller Employee for severance, employee benefits, vacation time or sick leave), and any of the following to the extent same arise from Events occurring prior to or existing at the Effective Time: products liability, products warranty, legal actions or other claims, and obligations and liabilities relating to or arising under Environmental Laws and Regulations; (B) any obligations or liabilities under Seller’s Contracts relating to indebtedness for borrowed money and Capitalized Leases or for performance or non-performance of Seller’s Contracts prior to the Effective Time; (C) any insurance policies of Seller; (D) those required to be disclosed in the Schedules to this Agreement that are not so disclosed; (E) any liability or obligation from a breach of any warranty or any misrepresentation by Seller under this Agreement or any Collateral Document; (F) any ...
Sample 1
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Limited Assumption of Contracts and Obligations. Any other term or provision contained in this Agreement to the contrary notwithstanding, Buyer shall assume no obligations or liabilities of Seller other than as specifically provided in this Section 2.2.C.; and, such assumption shall be limited to the obligations and liabilities accruing subsequent to the Closing Date. Any other term or provision contained in this Agreement notwithstanding, Buyer shall only assume and perform the obligations of Seller arising or accruing after the Effective Time in respect of Seller's contracts, agreements and arrangements listed in Schedule 2.2.C., if any, which Seller has entered in the ordinary course of business. Except as expressly set forth in this Section 2.2.C., Buyer will not assume nor be obligated to perform any liabilities of any nature, whether known, unknown, absolute, accrued, contingent, inchoate, or otherwise, relating to the Subject Assets, Business operations, property or assets of Seller or the Seller Group prior to or after the Closing Date, including, but not limited to, federal and state income tax and sales tax obligations. Buyer agrees to assume only the liabilities specifically set forth on Schedule 2.2.C. ("Assumed Liabilities"). Buyer shall not assume and shall not be deemed to assume any liability or obligation of Seller or the Seller Group not specifically set forth on Schedule 2.2.C. Liabilities and obligations which shall be excluded from the Assumed Liabilities and which Buyer shall not assume include, without limitation, (a) any liability or obligation for Taxes, accrued salaries, worker's compensation, medical or sick pay, (b) worker's vacation days or sick days, (c) obligations under any contracts with employees or consultants or customers, (d) pension or profit sharing liabilities or severance liabilities or obligations, or (e) any liability or obligation arising out of or resulting from any breach of contract or other agreement, or from any violation of any federal, state, or local law, regulation or ordinance.
Sample 1
Limited Assumption of Contracts and Obligations. At the Closing, Buyer shall assume and pay, discharge, perform or otherwise satisfy the following liabilities and obligations of Seller (collectively, the "Assumed Liabilities"). (i) All obligations and liabilities of Seller arising after the Closing Date under or in respect of the Assigned Contracts, the Patent License Agreement (to the extent such obligations and liabilities are being assumed pursuant to the Assignment of License) and the Permits; (ii) all obligations and liabilities accruing, arising out of or relating to the conduct or operation of the Business or ownership or use of the Subject Assets on and after the Closing Date; (iii) all obligations and liabilities assumed by Buyer pursuant to Section 8.2.; and, (iv) all outstanding warranty claims.
Sample 1

Related to Limited Assumption of Contracts and Obligations

  • Assignment and Assumption of Contracts (a) Seller hereby sells, assigns, transfers and conveys to Purchaser all of Seller’s right, title and interest in, to and under those service, supply and similar agreements set forth on Exhibit C, attached hereto and made a part hereof (the “Contracts”). (b) Purchaser hereby assumes all of the covenants, agreements, conditions and other terms and provisions stated in the Contracts which, under the terms of the Contracts, are to be performed, observed, and complied with by the property owner from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable under the Contracts for obligations arising or accruing from and after the date hereof, including with respect to any and all payments coming due under the Contracts for which Purchaser has received a credit or payment on the closing statement executed by Purchaser and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations to be performed by Seller under the Contracts which were required to be performed prior to (but not from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Seller by reason of the failure of Purchaser to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period from and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the failure of Seller to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period prior to the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments, arising before the date hereof (to the extent such Credited Payments were not paid or assigned to Purchaser or for which Purchaser did not receive a credit or payment at Closing).

  • Subcontracts and Assignment Contractor shall not subcontract, assign, delegate, or transfer any of its duties, rights, or interests under this Contract without the prior written consent of District. District may withhold such consent for any or no reason. If District consents to an assignment or subcontract, then in addition to any other provisions of this Contract, Contractor shall require any permitted subcontractor to be bound by all the terms and conditions of this Contract that would otherwise bind Contractor. The parties agree that any such subcontracts shall be construed as matters solely between the Contractor and its subcontractor and shall have no binding effect on District.

  • SUBCONTRACTS and ASSIGNMENTS Except as may be set forth in the Special Provisions, the Contractor agrees not to subcontract, assign, transfer, convey, sublet or otherwise dispose of this Agreement or any right, title, obligation or interest it may have therein to any third party without prior written approval of H-GAC. The Contractor acknowledges that H-GAC is not liable to any subcontractor or assignee of the Contractor. The Contractor shall ensure that the performance rendered under all subcontracts shall result in compliance with all the terms and provisions of this Agreement as if the performance rendered was rendered by the Contractor. Contractor shall give all required notices, and comply with all laws and regulations applicable to furnishing and performance of the work. Except where otherwise expressly required by applicable law or regulation, H-GAC shall not be responsible for monitoring Contractor's compliance, or that of Contractor’s subcontractors, with any laws or regulations.

  • Assignment and Assumption of Leases Two (2) counterparts of the Assignment and Assumption of Leases, executed, acknowledged and sealed by Purchaser;

  • Assignment and Assumption Agreement The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

  • Material Contracts and Obligations All agreements, contracts, leases, licenses, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which any Group Company is a party or by which it is bound that (i) are material to the conduct and operations of its business and properties; (ii) involve any of the officers, consultants, directors, employees or shareholders of any Group Company; or (iii) obligate any Group Company to share, license or develop any product or technology are listed in Section 3.12 of the Disclosure Schedule and have been provided to the Investor and its counsel. For purposes of this Section 3.12, “material” shall mean any agreement, contract, indebtedness, Liability, arrangement or other obligation either (i) having an aggregate value, cost, Liability or amount of RMB4,000,000 or more, or (ii) not terminable upon no more than thirty (30) days’ notice without penalty or obligation, or (iii) relating to the leased stores with a monthly rental of RMB300,000 or more and leased warehouses.

  • Assignment and Assumption of Lease The Assignment and Assumption ---------------------------------- of Lease;

  • Assignment and Assumption Consent Effective as of the First Amendment Effective Date, for agreed consideration, XXX hereby irrevocably sells and assigns to MBL, and MBL hereby irrevocably purchases and assumes all rights and obligations in its capacity as Lender under the LC Reimbursement Agreement and other Credit Documents, including, without limitation, all of MBL’s rights and obligations with respect to the Collateral and Intercreditor Agreement and the Security Documents (as defined in the Collateral and Intercreditor Agreement, and such Security Documents together with the Collateral and Intercreditor Agreement are referred to herein as the “Security Documents”) (the “Lender Assignment”). Effective as of the First Amendment Effective Date and in accordance with Section 7.9 of the LC Reimbursement Agreement, the Account Party hereby consents to the Lender Assignment.

  • Transfer of Assets and Assumption of Liabilities (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization:

  • Assignment and Assumption The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

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