the Assumed Obligations Clause Samples
The "Assumed Obligations" clause defines the specific duties, responsibilities, and liabilities that one party agrees to take on from another, typically in the context of an asset purchase or business transfer. This clause outlines which contractual, legal, or operational obligations are being transferred, such as ongoing service contracts, employee agreements, or outstanding debts. By clearly delineating which obligations are assumed, the clause ensures both parties understand their respective responsibilities post-transaction, thereby preventing disputes and allocating risk appropriately.
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.
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.
the Assumed Obligations. The Claims with respect to which the ▇▇▇▇▇▇▇ Indemnitees are indemnified under this Section 7.4 are, collectively, the “▇▇▇▇▇▇▇ Indemnified Claims.”
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.
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.
the Assumed Obligations. Any Transfer Tax that arise from the purchase of the Shares.
the Assumed Obligations. 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.
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
the Assumed Obligations. 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