Obligations and Liabilities to be Assumed Sample Clauses

Obligations and Liabilities to be Assumed. Upon the terms and subject to the conditions contained herein, at the Closing, Buyer shall, by an instrument of assumption to be executed and delivered at the Closing substantially in the form of Exhibit A hereto (the "ASSIGNMENT AND ASSUMPTION AGREEMENT"), assume only the following liabilities (the "ASSUMED LIABILITIES") of Sellers and the Schools: (i) current trade accounts payable (except to the extent such accounts payable relate to liabilities of the types described in clauses (i) through (viii) in Section 2.04 below), (ii) other current liabilities consisting solely of (A) accrued expenses (except to the extent such accrued expenses relate to liabilities of the types described in clauses (i) through (viii) in Section 2.04 below), and (B) pre-collected tuition, (iii) all liabilities related to capital lease obligations (including current portion) of the Sellers as of the Closing Date, (iv) the Schools' teach-out obligation with respect to students enrolled as of the Closing Date, and (v) obligations arising under written contracts in connection with the operation of the Schools (the "Assumed Contracts"); provided, however, that none of the obligations of either LTU or LTUX under that certain management agreement between LTU and LTUX shall be assumed by Buyer. The terms "current liabilities" and "current trade accounts payable" shall mean, for the purposes of this Agreement, those obligations whose liquidation is reasonably expected to be required within one (1) calendar year.
Sample 1
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Obligations and Liabilities to be Assumed. Upon each of the Tier ----------------------------------------- I Closing, the Tier II Closing and the Tier III Closing (each, a "Tier Closing"), with respect to the applicable Schools, Buyer shall, by an appropriate instrument of assumption to be executed and delivered on the Tier Closing substantially in the form of Exhibit B hereto (the "Assumption --------- Agreement"), assume and agree to perform, pay or discharge, when due, to the extent not theretofore performed, paid or discharged, all of the following obligations, commitments and liabilities of Seller relating to or arising from the Tier I Schools, Tier II Schools or Tier III Schools, as applicable (collectively, the "Assumed Liabilities"): 2.4.1 All accounts payable at such Schools existing at the Tier Closing and which shall have been entered into in the ordinary course of the business of those Schools, except for those accounts payable that are more than 90 days old as of April 21, 1995 and listed on Schedule 2.4.1 attached hereto; -------------- 2.4.2 All obligations of and restrictions on Seller with respect to the applicable Schools: (i) under the Assumed Contracts (including assumption of the liabilities, duties and obligations under enrollment contracts between students and Seller which Seller is obligated to perform on or after the Tier I Closing), but not including liabilities for breaches by Seller under Assumed Contracts as of January 1, 1995; (ii) with respect to the Intellectual Property; (iii) with respect to the Records; and (iv) otherwise directly arising from the Purchased Assets; 2.4.3 All obligations and liabilities relating to the refunds owed to students for the applicable Schools; 2.4.4 All regulatory liabilities imposed by ED and the applicable state regulatory agencies for periods from and after January 1, 1995; 2.4.5 Vacation and sick pay obligations to employees of the Schools accrued through the Tier I Closing, which accruals are shown as of the most recent practicable date on Schedule 2.8 attached hereto; and ------------ 2.4.6 All other obligations, commitments and liabilities of the applicable Schools, except for the Excluded Liabilities (as defined in Section 2.5 below).
Sample 1
Obligations and Liabilities to be Assumed. Buyer shall not assume or be liable for any claim, liability or obligation of Seller, whether known or unknown, fixed or contingent, accrued or unaccrued, except for the liabilities specifically assumed by Buyer under this Section 2.
Sample 1
Obligations and Liabilities to be Assumed. Upon the terms and subject to the conditions contained herein, at the Closing, Buyer shall, by an instrument of assumption to be executed and delivered at the Closing substantially in the form of Exhibit B hereto (the "Assignment and Assumption --------- Agreement"), assume only the following liabilities (the "Assumed Liabilities") of Seller and the Schools: (i) current trade accounts payable and accrued expenses, except to the extent such accounts payable and accrued expenses relate to liabilities of the types described in clauses (i) through (viii) in Section 2.4 below, (ii) all capital lease obligations (including current portion), (iii) the School's teach-out obligation with respect to students enrolled as of the Closing, (iv) all liabilities and obligations of Seller assumed by Buyer for the Assumed Contracts identified in Schedule 5.9. ------------
Sample 1
Obligations and Liabilities to be Assumed. Upon the terms and subject to the conditions contained herein, at the Closing Buyer shall, by an instrument of assumption to be executed and delivered at the Closing substantially in the form of Exhibit A hereto (the "Assignment and Assumption --------- Agreement"), assume all of the liabilities (the "Assumed Liabilities") of the Seller and the Schools (including all post-Closing duties of Seller under the Assumed Contracts) other than the Excluded Liabilities (as defined in Section 2.4 hereof).
Sample 1
Obligations and Liabilities to be Assumed. Upon the terms and subject to the conditions contained herein, at the Closing, Buyer shall, by an instrument of assumption to be executed and delivered at the Closing substantially in the form of Exhibit A hereto (the “Assignment and Assumption Agreement”), assume only the following liabilities (the “Assumed Liabilities”) of Seller and the School: (i) current trade accounts payable and accrued expenses, except to the extent such accounts payable and accrued expenses relate to liabilities of the types described in clauses (i) through (viii) in Section 2.04 below, (ii) all obligations arising after the Closing Date under the Contracts and Leases assumed by Buyer, (iii) the School’s unearned income obligation with respect to students enrolled as of the Closing, and (iv) mortgage debt on certain real property in an amount not to exceed $461,753.00, but excluding any past due or delinquent obligations thereunder, as more particularly described on Schedule 2.03 (the “Mortgage Debt”). Buyer and Seller acknowledge and agree that the holder of the Mortgage Debt may not agree to the assumption thereof by Buyer. If the holder of the Mortgage Debt does not agree to such assumption, Buyer shall pay, as a closing delivery, the Mortgage Pay-off Amount to the holder of the Mortgage Debt as set forth in Article III.
Sample 1
Obligations and Liabilities to be Assumed. Upon the terms and subject to the conditions contained herein, at the Closing, Buyer shall, by an instrument of assumption to be executed and delivered at the Closing substantially in the form of Exhibit B hereto (the "ASSIGNMENT AND ASSUMPTION --------- AGREEMENT"), assume the liabilities (the "ASSUMED LIABILITIES") of the School other than the Excluded Liabilities (as defined in Section 2.4 hereof), including, without limitation, the obligation to operate or dispose of the School (whether through xxxxxxxx, sale or other disposition) if after the Closing Buyer is not able to obtain certification of eligibility for Title IV funding for the School. Buyer's xxxxxxxx obligation after the Closing with respect to the School shall include the obligation to perform all obligations in order for the xxxxxxxx to comply with the requirements of all governmental entities and regulatory authorities.
Sample 1
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Obligations and Liabilities to be Assumed. At the Closing, Buyer ----------------------------------------- shall, by an appropriate instrument of assumption to be executed and delivered on the Closing Date substantially in the form of Exhibit C hereto (the --------- "Assignment and Assumption Agreement"), assume and agree to perform, pay or discharge, when due, to the extent not theretofore performed, paid or discharged, all of the following obligations, commitments and liabilities of Seller relating to or arising from the School (collectively, the "Assumed Liabilities"): 2.3.1 All obligations of and restrictions on Seller with respect to the School: (i) under the Assumed Contracts (including assumption of the liabilities, duties and obligations under enrollment contracts between students and Seller which Seller is obligated to perform on or after the Closing), but not including liabilities for breaches by Seller under Assumed Contracts on or before the Closing Date; (ii) with respect to the Intellectual Property; and (iii) with respect to the Records; 2.3.2 All obligations and liabilities relating to the refunds owed to students of the School; and 2.3.3 All regulatory liabilities imposed by the U.S. Department of Education ("ED") and the applicable state regulatory agencies for periods from and after the Closing Date.
Sample 1
Obligations and Liabilities to be Assumed. Upon each of the Tier I ----------------------------------------- Closing and the Tier II Closing (each, a "Tier Closing"), with respect to the applicable Schools, Buyer shall, by an appropriate instrument of assumption to be executed and delivered at each Tier Closing substantially in the form of EXHIBIT C hereto (the "Assignment and Assumption Agreement"), assume and agree ------- to perform, pay or discharge, when due, to the extent not theretofore performed, paid or discharged, all of the following obligations, commitments and liabilities of Xxxxxxxx relating to or arising from the Tier I Schools or Tier II Schools, as applicable (collectively, the "Assumed Liabilities"): (i) with respect to the Intellectual Property; and (ii) otherwise arising directly from the Purchased Assets.
Sample 1

Related to Obligations and Liabilities to be Assumed

  • LIABILITIES TO BE ASSUMED 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 the Seller (collectively the "Assumed Liabilities"):

  • Liabilities and Obligations 33 6.8 Conformity with Law; Litigation.................................33 6.9 No Violations...................................................33 6.10

  • Assumption of Liabilities and Obligations (a) At the Closing, ATS shall assume and agree to pay, discharge and perform the following obligations and liabilities of BEA (collectively, the "BEA Assumed Obligations"): (i) all of the obligations and liabilities of BEA under the BEA Assumable Agreements, and (ii) all obligations and liabilities of BEA with respect to the ownership and operation of the BEA Assets and the conduct of the BEA Business, on and after the Closing Date; provided, however, that notwithstanding the foregoing, ATS shall not assume and agree to pay, and shall not be obligated with respect to, the BEA Nonassumed Obligations. (b) ATS shall not assume or become obligated to perform any debt, liability or obligation of BEA relating to any of the following matters (collectively, the "BEA Nonassumed Obligations"): (i) the ownership or operation of the BEA Assets or the conduct of the BEA Business prior to the Closing Date, including without limitation Taxes, unfunded pension costs, any Employment Arrangement of BEA (including without limitation any obligation to any BEA Employee for severance benefits, vacation time or sick leave), and any of the following to the extent same arise from Events occurring prior to or existing on the Closing Date: products liability, Legal Actions or other Claims, and obligations and liabilities relating to Environmental Law; (ii) any obligations or liabilities under the BEA Assumable Agreements relating to the period prior to the Closing; (iii) any insurance policies of BEA; (iv) those required to be disclosed in the BEA Disclosure Schedule which are not so disclosed or which, if disclosed, Section 2.2(b)(iv) of the BEA Disclosure Schedule indicates that such obligation or liability will not be assumed; (v) any liability or obligation from or relating to breach of any warranty or any misrepresentation by BEA under this Agreement or any Collateral Document; (vi) any liability or obligation from or relating to breach or violation of, or failure to perform, any of BEA's obligations, covenants, agreements or undertakings set forth in this Agreement or any Collateral Document, including without limitation Article 5 of this Agreement; (vii) any obligation or liability relating to any asset of BEA not included in the BEA Assets. (viii) any obligation or liability with respect to capitalized lease obligations or Indebtedness for Money Borrowed; (ix) any Taxes, fees, expenses or other amounts required to be paid by BEA pursuant to the provisions of this Agreement or any Collateral Document; and (x) any Contract with any Affiliate of BEA, other than those, if any, set forth in Section 2(b)(x) of the BEA Disclosure Schedule. All BEA Nonassumed Obligations shall remain and be the obligations and liabilities solely of BEA. (c) Notwithstanding anything contained in this Agreement to the contrary, except as set forth in Section 2.2(c) of the BEA Disclosure Schedule, all items of income and expense (including without limitation with respect to rent, utility charges, Pro Ratable Taxes and wages, salaries and accrued but unused vacation of BEA employees) arising from the ownership or operation of the BEA Assets or the conduct of the BEA Business shall be prorated as of 12:01 a.m., Eastern time, on the Closing Date, with BEA entitled to and responsible for any such items on or prior to the Closing Date and ATS entitled to and responsible for any such items relating to any subsequent period. For these purposes, Pro Ratable Taxes attributable to a period that begins before and ends after the Closing Date shall be treated on a "closing of the books" basis as two partial periods, one ending at the close of the Closing Date and the other beginning on the day after the Closing Date, except that Pro Ratable Taxes (such as property Taxes) imposed on a periodic basis shall be allocated on a daily basis. If either party shall have received any such revenues or paid any such expenses or charges which, pursuant to the terms hereof, the other party is entitled to or responsible for, it shall furnish the other party with a detailed statement of any such items as soon as practicable after receipt or payment thereof. The parties shall use their best efforts to agree upon such items and other adjustments prior to the Closing Date and, in any event, except as set forth in Section 2.2(c) of the BEA Disclosure Schedule, within sixty (60) days thereafter. If the parties are unable within such period to agree upon such items and other adjustments, BEA and ATS shall, within the following ten (10) days, jointly designate a nationally known independent public accounting firm to be retained to review such items and other adjustments. The fees and other expenses of retaining such independent public accounting firm shall be borne equally by BEA and ATS. Such firm shall report its conclusions as to such items and other adjustments pursuant to this Section and such report shall be conclusive on all parties to this Agreement and not subject to dispute or review. Upon such agreement or determination by such independent accounting firm, BEA or ATS, as the case may be, shall promptly reimburse the other party for any income received or expenses paid by the other party and not previously reimbursed or any other adjustment required by this Section. Nothing contained in this Section 2.2(c) is intended or shall be deemed to amend or modify the indemnification provisions of Article 8 nor to reallocate responsibility for the matters set forth therein.

  • Liabilities to Obligors No obligation or liability to any Obligor under any of the Contracts is intended to be assumed by the Trustees, the Trust or the Noteholders under or as a result of this Agreement and the transactions contemplated hereby.

  • Obligations During the Employment Term, Executive will perform his duties faithfully and to the best of his ability and will devote his full business efforts and time to the Company. For the duration of the Employment Term, Executive agrees not to actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the prior approval of the Board.

  • Assets and Liabilities of Series All consideration received by the Trust for the issue or sale of Shares of a particular Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof (including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be), shall be held and accounted for separately from the assets of every other Series and are referred to as "assets belonging to" that Series. The assets belonging to a Series shall belong only to that Series for all purposes, and to no other Series, subject only to the rights of creditors of that Series. Any assets, income, earnings, profits, and proceeds thereof, funds, or payments which are not readily identifiable as belonging to any particular Series shall be allocated by the Trustees between and among one or more Series as the Trustees deem fair and equitable. Each such allocation shall be conclusive and binding upon the Shareholders of all Series for all purposes, and such assets, earnings, income, profits or funds, or payments and proceeds thereof shall be referred to as assets belonging to that Series. The assets belonging to a Series shall be so recorded upon the books of the Trust, and shall be held by the Trustees in trust for the benefit of the Shareholders of that Series. The assets belonging to a Series shall be charged with the liabilities of that Series and all expenses, costs, charges and reserves attributable to that Series, except that liabilities and expenses allocated solely to a particular Class shall be borne by that Class. Any general liabilities, expenses, costs, charges or reserves of the Trust which are not readily identifiable as belonging to any particular Series or Class shall be allocated and charged by the Trustees between or among any one or more of the Series or Classes in such manner as the Trustees deem fair and equitable. Each such allocation shall be conclusive and binding upon the Shareholders of all Series or Classes for all purposes. Without limiting the foregoing, but subject to the right of the Trustees to allocate general liabilities, expenses, costs, charges or reserves as herein provided, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets of such Series only, and not against the assets of any other Series. Notice of this contractual limitation on liabilities among Series may, in the Trustees' discretion, be set forth in the certificate of trust of the Trust (whether originally or by amendment) as filed or to be filed in the Office of the Secretary of State of the State of Delaware pursuant to the Delaware Act, and upon the giving of such notice in the certificate of trust, the statutory provisions of Section 3804 of the Delaware Act relating to limitations on liabilities among Series (and the statutory effect under Section 3804 of setting forth such notice in the certificate of trust) shall become applicable to the Trust and each Series. Any person extending credit to, contracting with or having any claim against any Series may look only to the assets of that Series to satisfy or enforce any debt, with respect to that Series. No Shareholder or former Shareholder of any Series shall have a claim on or any right to any assets allocated or belonging to any other Series.

  • Other Obligations and Services The Adviser shall make its officers and employees available to the Board of Trustees and officers of the Trust for consultation and discussions regarding the administration and management of the Fund and its investment activities.

  • Liabilities Not Assumed The Buyer shall not assume, and shall not be deemed to have assumed, any liabilities or obligations of the Seller of any kind or nature whatsoever, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect to: (i) any liabilities or obligations of the Seller or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreement; (ii) any liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e); (iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller; (iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date; and (v) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting from the purchase and sale of the Assets hereunder shall be paid as provided in Section 4.06 below. (the liabilities described in the preceding clauses (i) through (v) being herein collectively called the "Excluded Liabilities").

  • Liabilities Assumed On the Closing Date, CNCO will assume and agree to pay, perform and discharge as and when due the liabilities and obligations, whether fixed, absolute or contingent, matured or unmatured, (the "Assumed Liabilities") relating to the Business as the same exist on the Closing Date which are specified below (provided, that in no event shall the Assumed Liabilities include any Retained Liabilities, and CNCO shall assume no other liabilities whatsoever of the Associated Subsidiaries or their Affiliates): (i) all accounts payable and trade obligations to the extent relating to the Business, including those which are owed to the Associated Subsidiaries or their Affiliates which were incurred in the ordinary course of business; (ii) all prepaid subscription and advertising obligations to the extent relating to the Business; (iii) all liabilities and obligations arising from commitments (in the form of issued purchase orders or otherwise) to purchase or acquire inventory, supplies or services to the extent relating to the Business and reflected on a balance sheet of the Business as of the Closing Date as accounts payable or accrued expenses; (iv) all liabilities and obligations under existing licenses, permits, authorizations, leases or contracts which are to be assigned to CNCO hereunder other than liabilities or obligations for breaches or defaults that occurred prior to the Closing; (v) all liabilities or obligations for accrued but unpaid vacation pay, sick pay and holiday pay for Employees (as defined in Section 10.1) to the extent such pay is reflected in the Net Liabilities (as defined in Section 1.3(f)) of the Business as of the Effective Date; and (vi) [Reserved] (vii) all liabilities, other than Retained Liabilities (including Tax (as defined in Section 3.14) liabilities), which are reflected in the balance sheet included in the Financial Statements dated as of September 30, 1997 provided pursuant to Section 3.6 (except to the extent discharged prior to the Closing Date) or incurred by the Business since the date of such balance sheet not in breach of any representation or covenant in this Agreement and in the ordinary course of business which are of the type that would be reflected in a balance sheet prepared in conformity with GAAP and consistent with the Financial Statements.

  • Indebtedness and Liabilities Incur, create, assume, become or be liable in any manner with respect to, or permit to exist, any Indebtedness or Liability, other than: (a) Indebtedness to the Lender for Advances, or otherwise; (b) Indebtedness and Liabilities with respect to trade obligations, accounts payable and other normal accruals incurred in the ordinary course of business, or with respect to which any of the Borrowers is contesting in good faith the amount or validity thereof by appropriate proceedings, and then only to the extent that the Borrowers have set aside on their books adequate reserves therefor; (c) Indebtedness under those Real Property Leases listed on Schedule "3.07" annexed hereto; (d) Indebtedness under Existing Operating Leases listed on Schedule "3.05" annexed hereto; (e) Existing Indebtedness, but only to the extent set forth on Schedule "6.01(e)" annexed hereto; (f) Purchase money Indebtedness or other Indebtedness incurred or assumed in connection with Investments (including the acquisition of additional assets or businesses) and Capital Expenditures made following the Agreement Date; provided, however, that: (i) the Borrowers shall, in connection with the incurrence of any and all such Indebtedness, be in compliance with the provisions of Section 6.06(c) and Section 6.09 hereof; and (ii) to the extent that the Borrowers shall elect to incur Indebtedness for money borrowed (other than purchase money Indebtedness) from any financial institution in connection with any permitted Investment contemplated by Section 6.06(c) hereof, they shall afford the Lender a right of first refusal to provide the financing therefor; provided, that the terms and conditions of any such financing which the Lender may (at their sole discretion) elect to offer shall be on terms and conditions which, in the aggregate, shall be no less favorable to the Borrowers than those offered by any other financial institution; (g) Intercompany Investments which are represented by instruments that are promptly delivered (with all necessary endorsements thereon) to the Lender pursuant to the Security Agreement; and (h) Subordinated Debt in such amounts and upon such terms and conditions as shall be reasonably acceptable to the Lender.

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