Purchaser’s Assumed Liabilities Sample Clauses

Purchaser’s Assumed Liabilities. Effective as of the Closing Date, and except as specifically provided in this Section 10.1, Purchaser shall (and shall cause its Designated Affiliates, including, as of the Closing Date, the Acquired Companies to) be solely responsible for any and all Liabilities and obligations arising under, in connection with or in respect of the Acquired Company Plans and neither Seller nor any of its Subsidiaries (other than the Acquired Companies) shall have any responsibility or obligation in respect of any such plan. Without limiting the generality of Section 1.4, and except as specifically provided in this Section 10.1, Purchaser shall (and shall cause its Designated Affiliates, including the Acquired Companies to) be solely responsible for any Liabilities arising out of the employment of any Transferred Employee before, on or after the Closing Date, including without limitation Accrued obligations for salaries, wages and other compensation payable after the Closing Date, personal days and floating holidays and sick pay of the Transferred Employees, and Liabilities relating to, arising out of or resulting from any Collective Bargaining Agreement, and including, effective upon the transfer of assets under Section 10.1(c)(vii) above, all liabilities for benefits under the Seller’s Bargained Pension Plan with respect to Transferred Represented Employees.
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Purchaser’s Assumed Liabilities. In consideration of the transfer of the Assets, Purchaser shall assume, and shall pay, perform and discharge when due, and shall indemnify and defend Seller and its Indemnitees against and shall hold them harmless from:
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Purchaser’s Assumed Liabilities. The Purchasers shall assume the following liabilities or obligations of the Business:
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Purchaser’s Assumed Liabilities. Upon Closing, Purchaser, without further action by Purchaser or Seller, shall assume and be solely liable for the following Liabilities (the foregoing collectively referred to herein as the “Assumed Liabilities”):
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Purchaser’s Assumed Liabilities. Upon the Closing, Purchaser, without any further action by Purchaser or Seller, shall assume and be solely liable for the following Liabilities (collectively, the "ASSUMED LIABILITIES"):
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Related to Purchaser’s Assumed Liabilities

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

  • No Assumed Liabilities Buyer will not assume any liabilities of ---------------------- Seller or Seller's Operations.

  • Acquired Assets Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Assumed Liabilities; Excluded Liabilities (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Sellers the Assumed Liabilities.

  • Excluded Liabilities Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):

  • Liabilities Assumed by Assuming Institution The Assuming Institution expressly assumes at Book Value (subject to adjustment pursuant to Article VIII) and agrees to pay, perform, and discharge all of the following liabilities of the Failed Bank as of Bank Closing, except as otherwise provided in this Agreement (such liabilities referred to as “Liabilities Assumed”):

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Purchaser’s Closing Obligations Purchaser, at its sole cost and expense, shall deliver or cause to be delivered to Seller at Closing the following:

  • Assumption of Assumed Liabilities The Buyer hereby expressly assumes and agrees to pay, perform and discharge in accordance with their terms the Assumed Liabilities.

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