Limited Assumption of Obligations Sample Clauses

Limited Assumption of Obligations. Anything in this Agreement to the contrary notwithstanding, the Buyer shall not assume, and shall not be deemed to have assumed, any liability or obligation whatsoever of any nature, fixed or contingent or known or unknown, of the Seller or relating to the operation of the Business or any other business operations of Xxxxx prior to the Effective Time (as hereinafter defined) (with all such unassumed liabilities and obligations referred to herein as the "Retained Liabilities"); except for those obligations of the Seller accruing after the Effective Time under the following contracts (the "Assumed Obligations"): (a) The Store License Contracts described on Schedule 1.1(a), excluding the Seller's contractual rights and obligations to operate the Footwear Departments in the Closeout Stores; (b) The Purchase Orders described on Schedule 1.1(e); (c) The Other Contracts described on Schedule 1.1(f); (d) the Intellectual Property Licenses described on Schedule 1.1(h); and (e) The Personal Property Leases described on Schedule 1.1(j).
Sample 1Sample 2
AutoNDA by SimpleDocs
Limited Assumption of Obligations. At the Closing, Buyer shall assume and agree to perform and pay in due course: (i) the obligations relating to the operation of the Business as reflected in the Closing Date Balance Sheet of Seller attached hereto as Exhibit A (Net $1,071,578 at May 31, 2012); and (ii) the obligations of CGC arising after the Closing under the Assumed Customer Agreements, Assumed License Agreements and Assumed Other Contracts, but only to the extent such agreements have been validly assigned to Buyer, with Buyer’s knowledge and consent or Buyer has received the full benefits thereof pursuant to Section 2.02 and all obligations with respect to all customer owned, pre-paid Inventory in CGC custody not otherwise covered by the foregoing ( the obligations described in subparagraphs (i) and (ii) are collectively, the “Assumed Obligations”). BUYER IS NOT ASSUMING AND SHALL NOT BE LIABLE FOR ANY OTHER DEBT, OBLIGATION, RESPONSIBILITY OR LIABILITY OF SELLER OR CGC, WHETHER KNOWN OR UNKNOWN, CONTINGENT OR ABSOLUTE, OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, ANY LIABILITY OR OBLIGATION OF SELLER OR CGC ARISING FROM THE CONDUCT OF THE BUSINESS BY SELLER OR CGC PRIOR TO THE CLOSING OR FROM THE CONDUCT OF ANY OTHER BUSINESS BY SELLER OR CGC OR ANY LIABILITY OR OBLIGATION OF SELLER OR CGC UNDER ANY HEALTH, WELFARE, BENEFIT, PENSION, PROFIT SHARING OR OTHER RETIREMENT PLAN OR AGREEMENT OR ANY EMPLOYMENT OR COLLECTIVE BARGAINING AGREEMENT OR ANY OTHER AGREEMENT WITH OR RELATING TO ANY PRESENT OR FORMER EMPLOYEE OF SELLER OR CGC).
Sample 1
Limited Assumption of Obligations. (a) Not later than the date that RGS completes its obligations under Section 5.2(b) of the Original Agreement as modified by this First Amendment, RGS will cause its corporate parent, Hecla Mining Company, to guarantee EML’s and G8’s obligations under that certain Assumption and Indemnification Agreement (the “Assumption Agreement”) dated December 14, 2007, by and between EML and G8, on the one hand, and Homestake Mining Company of California (“Homestake”), up to a maximum liability to RGS of $2,500,000 pursuant to the form of Conditional Limited Guaranty by Corporation attached hereto as Exhibit A (the “RGS Guarantee”). Concurrently with the issuance of the RGS Guarantee, EML and G8 will reduce to not less than $2,500,000 the letters of credit that EML and G8 posted for the benefit of Homestake pursuant to Section 5 of the Assumption Agreement. To the extent that negotiations for the completion of the requirements of this paragraph extend beyond the date that RGS completes the payment obligation contemplated by Section 5.2(b) of the Original Agreement as modified by this First Amendment, RGS agrees to continue negotiating in good faith and due diligence with EML, G8 and Homestake to complete the actions contemplated by this paragraph 10. To the extent that any payments are made under the RGS Guarantee, Emerald Ranch Limited Liability Company, Xxxxx X. Xxxxx, EML and G8 hereby jointly and severally agree to reimburse and indemnify RGS and Hecla Mining Company for any such payments and acknowledge the Hecla Mining Company will be subrogated to the claims of Homestake under the Assumption Agreement to the extent of any payments made under the RGS Guarantee. Nothing in this paragraph 10 contemplates that RGS will be liable under the Assumption Agreement or the RGS Guarantee for more than $2,500,000. To the extent that EML and G8 can reduce their obligations to post letters of credit or a bond for the benefit of Homestake under the Assumption Agreement to less than $5,000,000 (but in no event less than $2,500,000), such reduction will benefit EML and G8 equally. (b) To the extent that RGS withdraws from the Business before completing its Initial Contribution pursuant to Section 5.1(b) of the Original Agreement, earning a 70% Participating Interest pursuant to Section 5.2(b) of the Original Agreement as modified by this First Amendment, and completing its Qualifying Expenses pursuant to Section 5.2(a) of the Original Agreement as modified by this First Amendmen...
Sample 1
Limited Assumption of Obligations. The Buyer shall have no obligation, direct or indirect, and shall not assume or agree to pay, perform or discharge, nor shall the Buyer be directly or indirectly responsible or obligated for, any debts, obligations, contracts or liabilities of the Seller wherever or however incurred, other than those expressly set forth herein in Exhibits 2, 3, 10, 11, 12, 13, 14, 15 and 18 (the "Assumed Obligations"); it being understood that the Seller shall remain responsible for all such other debts, obligations, contracts, claims and liabilities of Segue. The Buyer shall have executed and delivered to the Seller such instrument of assumption, substantially in the form of Exhibit 21 hereto, as may be necessary to duly effectuate the assumption by the Buyer of the Assumed Obligations.
Sample 1
Limited Assumption of Obligations 
Sample 1Sample 2Sample 3See All (4)

Related to Limited Assumption of Obligations

  • No Assumption of Obligations These transfers and absolute assignments do not, and are not intended to, include any obligation of the Depositor or any Originator to the Obligors or any other Person relating to the Receivables and the other Depositor Transferred Property, and the Issuer does not assume any of these obligations.

  • Assumption of Obligations Any buyer or transferee of Lessor's interest in this Lease, whether such transfer is by agreement or by operation of law, shall be deemed to have assumed Lessor's obligation under this Paragraph 15. Each Broker shall be an intended third party beneficiary of the provisions of Paragraph 1.10 and of this Paragraph 15 to the extent of its interest in any commission arising from this Lease and may enforce that right directly against Lessor and its successors.

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

  • 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).

  • 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.

  • 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.

  • 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.

  • Acceptance and Assumption Assignee hereby accepts the foregoing assignment and further hereby assumes and agrees to perform, from and after January 1, 2002, all duties, obligations and responsibilities of the property manager arising under the Agreement.

  • Definitions and Assumptions For purposes of this Agreement: (i) the terms “excess parachute payment” and “parachute payments” shall have the meanings assigned to them in Section 280G of the Code, and such “parachute payments” shall be valued as provided therein; (ii) present value shall be calculated in accordance with Section 280G(d)(4) of the Code; (iii) the term “Base Period Income” means an amount equal to Executive’s “annualized includible compensation for the base period” as defined in Section 280G(d)(1) of the Code; (iv) “Agreement Benefits” shall mean the payments and benefits to be paid or provided pursuant to this Agreement; (v) for purposes of the opinion of the National Advisor, the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code, which determination shall be evidenced in a certificate of such auditors addressed to the Company and Executive; and (vi) Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation, and state and local income taxes at the highest marginal rate of taxation in the state or locality of Executive’s domicile (determined in both cases in the calendar year in which the Date of Termination occurs or the notice described in Section 4.5(b) above is given, whichever is earlier), net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!