Obligations Assumed. As part of the consideration for the Acquired Assets, and subject to Section 2.10, Apple shall assume Seller's obligations that accrue after the IPO Closing Date under the Contracts and Purchase and Sale Contracts listed on Section 2.01 of the Disclosure Statement and under the Leases and such other obligations listed in Section 2.09 of the Disclosure Statement, in each case if but only if they are assigned or transferred to Apple.
Obligations Assumed. 6 Section 2.10 Liabilities and Obligations Not Assumed................. 6
Obligations Assumed. 7 Section 2.10 LIABILITIES AND OBLIGATIONS NOT ASSUMED................. 7
Obligations Assumed. As partial consideration for consummation of the transactions contemplated hereby, effective upon the Closing, Buyer hereby assumes and agrees to hereafter perform when due and discharge the following liabilities and obligations of Seller and Parent (the "Assumed Liabilities") and no other liabilities or obligations of Seller or Parent:
3.1.1 all obligations and liabilities of Parent for all ad valorem property taxes on the Fee Property and other Purchased Assets which become due and payable after the Closing Date (it being understood that, as between Seller, Parent and Buyer, the proration provisions of Section 2.6 hereof shall govern);
3.1.2 all liabilities, obligations, costs and expenses arising out of or relating to Buyer's ownership or operation of the Purchased Assets or the Business after the Closing or which relate to or arise out of Buyer's performance of the Easements and Similar Agreements, Permits, the Contracts and Intellectual Property (collectively, the "Instruments") after the Closing Date;
3.1.3 all accounts payable and all other nondelinquent current liabilities of Seller of the nature included in the calculation of Net Working Capital and incurred in the ordinary course of business, including all obligations under purchase orders, attributable to the ownership or operation of the Purchased Assets or the Business;
3.1.4 any Claim of Environmental Liability for which Buyer is responsible under Article IX of this Agreement, subject to Seller's obligations contained in Section 9.2.3;
3.1.5 all liabilities and obligations of Seller to hold, store or retain finished goods located at the Fee Property for customers who have previously purchased such goods;
3.1.6 any liability or obligation to the extent arising out of any act or omission occurring, or condition or circumstance coming into existence, after the Closing Date with respect to Buyer's ownership or operation of the Purchased Assets or the Business, or any product sold or manufactured by Buyer or any service provided by Buyer after the Closing Date (including all product liability and warranty claims and product returns with respect thereto); and
3.1.7 any liability or obligation arising out of any claim, litigation or proceeding to the extent such claim, litigation or proceeding is based on or caused by any act or omission occurring, or condition or circumstances coming into existence after the Closing Date with respect to the Purchased Assets or the Business.
Obligations Assumed. Purchaser covenants that it will pay all obligations assumed by it under this Agreement.
Obligations Assumed. As part of the consideration for the Purchased Assets, at the Effective Time and subject to Section 3.2, Buyer shall assume only the following obligations of Seller or a Seller Entity arising from or related to the Businesses (the “Assumed Obligations”):
(a) All obligations to procure or maintain Permits in connection with the post-Closing operation of the Businesses by Buyer;
Obligations Assumed. As part of the consideration for the ------------------- Purchased Assets, and subject to Section 3.2, Buyer shall assume Seller's obligations that accrue after the Closing Date under Contracts listed in Schedule 2.1(c), if, but only if, they are assigned or transferred to Buyer, or they are subject to the provisions of Section 6.2.
Obligations Assumed. 3 1.4 Closing.........................................................................................3 1.5
Obligations Assumed. As part of the consideration for the Purchased Assets, and subject to Section 2.2, Buyer shall assume only the following (collectively, the “Assumed Liabilities”):
(a) the Seller’s obligations that accrue after the Closing under the Contracts listed on Schedules 1.1(d)(i), in each case if and only if they are assigned or transferred to Buyer; and
(b) all prorated amounts described in Section 5.13 from and after the Closing.
Obligations Assumed. POIS, as it relates to POIS’s participation in the program, shall assume toward Applus all the obligations, risks and responsibilities that Applus by the Contract Documents, has assumed toward IEPA as it pertains to POIS’s participation in the Program, and POIS is bound to Applus by those obligations in the same manner as Applus is bound to IEPA. In addition to Applus’ rights and remedies in this Agreement, Applus shall also have the benefit of all rights and remedies against POIS which IEPA, under the Contract Documents, has against Applus, but only as it relates to POIS’s participation in the Program.
