Other Assumed Liabilities. All Liabilities expressly assumed by the Purchaser under any provision of this Agreement, the Ancillary Agreements, or any other agreement, instrument or certificate delivered by the Purchaser in connection with the transactions contemplated hereby or thereby.
Other Assumed Liabilities. All other Liabilities of NPS that are specifically enumerated as Assumed Liabilities on Schedule 3.1(d) attached hereto.
Other Assumed Liabilities. All other Liabilities of the Seller Parties described on Schedule 2.3(d), but only to the extent that such Liabilities are related to the Business or the Purchased Assets.
Other Assumed Liabilities. The Assignee hereby assumes and agrees with the Assignor to pay, perform, discharge or otherwise satisfy the Assumed Liabilities, pursuant to and in accordance with the Purchase Agreement.
Other Assumed Liabilities. The parties further agree that, except as otherwise specifically set forth in this Distribution Agreement, the Merger Agreement, the Post-Closing Covenants Agreement or the Tax Disaffiliation Agreement, at or prior to the Time of Distribution, GBC shall, or shall cause the appropriate GBC Subsidiary to, unconditionally assume and undertake to pay, satisfy and discharge when due in accordance with their terms all Liabilities (whether arising before or after the Time of Distribution) of the Company and its Subsidiaries other than the Retained Liabilities (collectively, the "Assumed Liabilities"), and the Company shall retain, or shall, or shall cause the appropriate Retained Company to assume, and undertake to pay, satisfy and discharge when due in accordance with their terms all Liabilities (whether arising before or after the Time of Distribution (including, without limitation, all Liabilities to be reflected on the Closing Balance Sheet)) of the Company and its Subsidiaries to the extent arising out of the Retained Business (the "Retained Liabilities").
Other Assumed Liabilities. The liabilities or obligations of Sellers and Xxxxxxxxxx, other than as listed on Schedule 2.1.d., as specifically listed in SCHEDULE 3.1.d. hereto.
Other Assumed Liabilities. Buyer will incur responsibility for any and all liabilities incurred under a certain Brand Licensing Agreement, dated June 25, 2014, and effective as of November 21, 2013 between Buyer and Seller.
Other Assumed Liabilities. 1. Any Damages related to the failure to obtain the consent or approval to the assignment of any Contracts, Personal Property Leases or Real Property Leases from PRGUSA to Purchaser; provided however, that this sentence shall not reduce or otherwise affect the liability of PRGUSA or Parent for breach of any representation contained in Article IV of the Agreement.
Other Assumed Liabilities. All other Liabilities of the Seller Companies that are specifically enumerated as Assumed Liabilities on Schedule 2.1(h) attached hereto.
Other Assumed Liabilities. Company's Liabilities specifically set forth in Schedule 2.1.(f).
