Examples of Assumed Liabilities in a sentence
No liabilities under any Contract shall be included as Assumed Liabilities except and unless as expressly provided in Section 2.4. Seller and the Principal Owners shall advise Buyer promptly in writing with respect to any Contract under which it knows or has reason to believe it will not receive the required consent.
Seller shall retain, and Buyer shall not assume, any liability of Seller, direct or indirect, known or unknown, absolute or contingent, not expressly included in the Assumed Liabilities.
Seller and Buyer shall cooperate in the preparation of a joint schedule (the “Allocation Schedule”) allocating the Purchase Price (including for purposes of this Section 3.2 the Assumed Liabilities) among the Assets purchased pursuant to this Agreement.
Upon the terms and subject to the conditions herein set forth, the Seller shall sell, convey, transfer, assign and deliver to the Buyer and/or its designated Affiliates, free and clear of any Liens (other than any Liens constituting a part of the Assumed Liabilities and specifically identified on Schedule 2.4 hereto), and the Buyer and/or its designated Affiliates shall purchase and accept from the Seller, on the Closing Date, all of Seller’s right, title and interest in and to the Purchased Property.