the Assumed Obligations Sample Clauses

the Assumed Obligations. Notwithstanding anything herein to the contrary, in addition to the indemnities set forth in this Section 12.3, but subject to Seller’s obligation of indemnity under Section 12.2, effective as of the Closing, Buyer and its successors and assigns shall assume, be responsible for, pay on a current basis, and hereby defend, indemnify, hold harmless and forever release each of the Seller Indemnified Parties from and against any and all Liabilities to the extent arising from, based upon, related to or associated with any Environmental Condition or other environmental matter to the extent related or attributable to the Conveyed Interests, regardless of whether such Liabilities arose prior to, on or after the Effective Time, including the presence, disposal or Release of any Hazardous Substance in, on or under the Conveyed Interests and including any Liabilities of any Seller Indemnified Party with respect to the Conveyed Interests under Environmental Laws.
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the Assumed Obligations. The Claims with respect to which the Xxxxxxx Indemnitees are indemnified under this Section 7.4 are, collectively, the “Xxxxxxx Indemnified Claims.”
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the Assumed Obligations. Buyer shall have no liability to Seller under clause (i) of this Section 7.2(b) until, and only to the extent that, Seller’s aggregate Losses exceed 1% of the Purchase Price, and the maximum liability of Buyer under clause (i) of this Section 7.2(b) shall be an amount equal to 50% of the Purchase Price.
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the Assumed Obligations. (D) Any Transfer Tax that arise from the purchase of the Shares.
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the Assumed Obligations. Notwithstanding anything contained herein to the contrary, the obligations of Buyer set forth in this Section 13.3 do not extend in any way to any Liability arising from, based upon, related to or associated with the failure of Seller to comply with the terms of the Transaction Documents or applicable Law or the gross negligence or willful misconduct of Seller in connection with any operations or activities conducted by Seller pursuant to the Transaction Documents.
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the Assumed Obligations. 6.2.2 The Seller and Atlantis shall, jointly and severally, indemnify and hold harmless the Purchaser, CKS Plastics and their respective successors and assigns from, against and in respect of, any Adverse Consequences they shall suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to or caused by (a) any breach or violation of any of the representations or warranties of the Seller or Atlantis contained
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the Assumed Obligations. The Buyer’s obligations under this Section 11.2(b) are limited as provided in Section 11.3. (c) Sole and Exclusive Remedy. THE INDEMNITIES CONTAINED IN THIS ARTICLE XI SHALL BE THE SOLE AND EXCLUSIVE REMEDIES OF THE PARTIES HERETO, THEIR AFFILIATES, SUCCESSORS AND ASSIGNS WITH RESPECT TO ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS 18
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the Assumed Obligations. (b) If Closing occurs, Buyer shall not be obligated to indemnify Seller unless and until the aggregate amount of Seller's Losses exceeds Fifty Thousand Dollars ($50,000), in which case Seller shall then be entitled to indemnification of the entire amount of Seller's Losses, provided that the Assumed Obligations and any payment owed by Buyer to Seller under Section 2.7 or Section 2.8 shall not be counted in determining whether such Fifty Thousand Dollar ($50,000) limitation is satisfied, and Seller shall have the right to recover any such payment without regard to any such limitation.
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the Assumed Obligations. Operating shall have no liability to Seller under clause (i) of this Section 7.2(b) until, and only to the extent that, Seller's aggregate Losses exceed $2,000,000, and the maximum liability of Operating under clause (i) of this Section 7.2(b) shall be an amount equal to $20,000,000.
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Related to the Assumed Obligations

  • Assumed Obligations At the Closing, Buyer shall assume, and shall agree to satisfy and discharge as the same shall become due, the Seller’s obligations and liabilities first arising subsequent to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.

  • Retained Obligations Buyer does not assume or agree to discharge or perform and will not be deemed by reason of the execution and delivery of this Agreement or any agreement, instrument or document delivered pursuant to or in connection with this Agreement or otherwise by reason of the consummation of the transactions contemplated hereby, to have assumed or to have agreed to discharge or perform, any liabilities, obligations or commitments of Seller of any nature whatsoever whether accrued, absolute, contingent or otherwise and whether or not disclosed to Buyer, other than the Assumed Obligations (the "Retained Obligations").

  • 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:

  • Excluded Liabilities Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

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