Assumed Liabilities and Excluded Liabilities Clause Samples
Assumed Liabilities and Excluded Liabilities. (a) Upon the terms and subject to the conditions set forth herein and in the Agreement, Holdings shall assume, (i) prior to the Servicer Transfer Date for each Servicing Agreement, and solely as between Holdings and Seller, all of the duties, obligations and liabilities of Seller (other than the Excluded Liabilities), as servicer but subject to such Servicing Agreements, and provided that Seller will continue to act as the servicer as set forth herein and in no event shall Holdings be a subservicer, subcontractor or servicer within the meaning of a Servicing Agreement prior to the related Servicing Transfer Date and (ii) as of or after the Servicing Transfer Date for each Servicing Agreement, all of the duties, obligations, and liabilities of Seller (other than the Excluded Liabilities) as servicer accrued and pertaining solely to the period from and after such Servicing Transfer Date relating to the Servicing Rights that are subject to such Servicing Agreement (the “Assumed Liabilities”).
(b) Holdings hereby agrees to act as servicer under each Servicing Agreement following the related Servicing Transfer Date and assumes responsibility for the due and punctual performance and observance of each covenant and condition to be performed or observed by the servicer under the applicable Servicing Agreement, including the obligation to service each Mortgage Loan in accordance with the terms of the related Servicing Agreement and to pay any Excess Servicing Fees to HLSS on and after such Servicing Transfer Date; provided, however, that the parties hereto acknowledge and agree that neither Purchaser nor any successor servicer assumes any liabilities of Seller, or any obligations of Seller relating to any period of time prior to the applicable Servicing Transfer Date. Seller hereby acknowledges that neither this Sale Supplement nor the Agreement limits or otherwise releases it from its liabilities for its acts or omissions as the servicer under the Servicing Agreements prior to the related Servicing Transfer Date. Holdings hereby acknowledges that Seller shall have no further obligation as servicer under any of the Servicing Agreements on and after the related Servicing Transfer Date, except to the extent set forth in this Sale Supplement, the Agreement, the Subservicing Agreement and the Subservicing Supplement.
(c) Notwithstanding anything to the contrary contained herein, Purchasers do not assume any duties, obligations or liabilities of any kind, whether known,...
Assumed Liabilities and Excluded Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, the Buyer hereby agrees that at the Closing, or such other date or dates provided in Section 1.4, it shall assume and become responsible for the following liabilities and obligations of the Seller Group existing as of such time and arising from the operation of the Business prior to the Closing or the other date or dates provided in Section 1.4, as applicable (collectively, the “Assumed Liabilities”):
(i) All liabilities and obligations under the Assumed Real Property Leases and Assumed Contracts that are assumed and assigned to the Buyer in accordance with Section 1.4, whether at the Closing or thereafter, including all related Cure Costs;
(ii) All liabilities and obligations with respect to any gift cards outstanding on the Closing Date, and in the event that the Going Concern Agency Agreement is executed, all liabilities with respect to other loyalty programs outstanding on the Closing Date;
(iii) All liabilities and obligations with respect to Inventory returned to the Stores after the Closing Date;
(iv) All liabilities and obligations with respect to the Transferred Employees, to the extent set forth in Section 7.6;
(v) All liabilities and obligations of the Seller Group relating to real property, personal property, sales and use and other accrued and unpaid Taxes taken into account in the calculation of the Final Closing Net Working Capital;
(vi) All post-petition trade and other accounts payable and other accrued liabilities taken into account in the calculation of the Final Closing Net Working Capital;
(vii) All obligations under the letters of credit set forth on Schedule 2.3(a)(vii) (the “Assumed Letters of Credit”); and
(viii) All Wind Down Obligations in accordance with Section 2.4.
(b) Except for the Assumed Liabilities, the Buyer shall not be subject to and shall not assume nor be liable for any liabilities of any kind or nature, whether absolute, contingent, accrued, known or unknown, of the Seller Group or related to the Assets or the Business, including the following (collectively, the “Excluded Liabilities”):
(i) Any obligation or liability in respect of Outstanding Indebtedness, other than the Assumed Letters of Credit;
(ii) Subject to Section 2.3(a)(v) and Section 2.6, any obligation or liability of the Seller Group for Taxes;
(iii) Any pre-petition obligation or liability of the Seller Group and any obligation or liability of the Seller Group that constitutes a claim ...
Assumed Liabilities and Excluded Liabilities. At Closing, Buyer shall assume only those obligations of Sellers scheduled to be performed after Closing under the terms of any Acquired Contract or with respect to the Company Owned Store, but only to the extent that such Acquired Contract is set forth on Schedule 2.1(a), and excluding any obligation that arises out of, relates to, or results from, directly or indirectly, any breach, nonperformance, tort, infringement, or violation of applicable law at or before Closing (such assumed obligations, “Assumed Liabilities”). Except as specifically provided in this Agreement, Buyer will not assume any liabilities of any Seller, and each Seller will be solely liable for, and will pay, discharge and perform when due, all liabilities of such Seller that do not constitute Assumed Liabilities, whether or not such liabilities are reflected on such Seller’s books and records, including liabilities relating to the Excluded Assets (collectively, the “Excluded Liabilities”).
Assumed Liabilities and Excluded Liabilities. The Concessionaire agrees to assume and discharge or perform when due all debts, liabilities and obligations whatsoever relating to the Utility System or the Utility System Operations that occur, arise out of or relate to, or are based on facts or actions occurring during the Term but only to the extent such debts, liabilities or obligations do not arise from or relate to any breach by the University of any covenant, representation or warranty set forth in this Agreement (collectively, the “Assumed Liabilities”); provided, however, that the Assumed Liabilities shall not include, and the University shall perform or cause to be performed and discharge or cause to be discharged as and when due, any debts, liabilities and obligations (i) with respect to the University’s obligations under this Agreement, (ii) arising out of the Utility System or any Utility System Operations (including with respect to any Utility System Contracts) prior to the Time of Closing, (iii) except as expressly set forth in Section 2.5(k), resulting from any employee of the Concessionaire or the Operator that was previously a University Utility System Employee being a “carry over employee” under any Law of the State of Ohio, (iv) arising under any Environmental Law and related to (1) the ownership, operation or condition of the Utility System prior to the Time of Closing or (2) the Release on or from, presence on or in, or other existence on the Utility System or its subsurface of any Hazardous Substance at any time prior to the Time of Closing and including
(A) the abatement, handling, disposal or removal of any asbestos present at the Time of Closing in the Utility System as required by any Environmental Law in connection with the repair, maintenance, operation or construction activities permitted or required to be performed under this Agreement and (B) any known or unknown environmental conditions relating to the Utility System or its subsurface that existed prior to the Time of Closing the manifestation of which occurs following the Time of Closing, which environmental obligations the University shall perform and discharge when due, except in any case to the extent exacerbated by the Concessionaire or its Representatives or caused by any action of the Concessionaire or its Representatives, (v) arising out of the University’s rights under this Agreement to test, inspect, audit, repair, maintain or operate the Utility System without impairment of the University’s remedies for a Conces...
Assumed Liabilities and Excluded Liabilities. (a) On the terms and subject to the conditions set forth in this Agreement and the Local Transfer Agreements and the Related Agreements, Buyer will assume and become responsible for the Assumed Liabilities at the Closing. Buyer agrees to pay, perform, honor and discharge, or cause to be paid, performed, honored and discharged, all Assumed Liabilities in a timely manner in accordance with the terms thereof.
(b) On the terms and subject to the conditions set forth in this Agreement the Local Transfer Agreements and the Related Agreements, Sellers will retain the Excluded Liabilities. Sellers agree to pay, perform, honor and discharge, or cause to be paid, performed, honored and discharged, all Excluded Liabilities in a timely manner in accordance with the terms thereof.
Assumed Liabilities and Excluded Liabilities. At Closing, Buyer shall assume, only those obligations of Sellers scheduled to be performed after Closing under the terms of any Acquired Contract or with respect to the Company Owned Stores, but only to the extent that such Acquired Contract is set forth on Schedule 2.1(a), and excluding any obligation that arises out of, relates to, or results from, directly or indirectly, any breach, nonperformance, tort, infringement, or violation of applicable law at or before Closing (such assumed obligations, “Assumed Liabilities”). For avoidance of doubt, the obligation to pay $25,000 to Yogurtland Franchising, Inc. under that certain Settlement Agreement, dated December 12, 2013, among Yogurtland Franchising, Inc., Yogli Mogli, LLC, Yogli Mogli Venture, LLC, Yogli Mogli Enterprises, LLC, Yogli Mogli International, Inc., Yogli Mogli Franchise, LLC, Yogli Mogli Newnan, LLC and Roi S▇▇▇▇▇ (the “Yogurtland Settlement Agreement”), shall not be assumed by Buyer and shall not constitute an Assumed Liability. Except as specifically provided in this Agreement, Buyer will not assume any liabilities of any Seller, and each Seller will be solely liable for, and will pay, discharge and perform when due, all liabilities of such Seller that do not constitute Assumed Liabilities, whether or not such liabilities are reflected on such Seller’s books and records, including liabilities relating to the Excluded Assets (collectively, the “Excluded Liabilities”).
Assumed Liabilities and Excluded Liabilities. (a) From and after the Closing Date, or the date of Transfer in respect of any Restricted Asset or Restricted Contract, Buyer shall pay, perform and discharge all the Assumed Liabilities on a timely basis and in accordance with their terms, and Buyer agrees that Seller shall have no liability for any failure of Buyer to pay, perform and discharge such Assumed Liabilities in the manner provided by this Section 5.2, and Buyer shall indemnify and hold harmless Seller and its Affiliates (and their respective Representatives) from and against any and all Losses incurred or sustained by, or imposed upon, any of them as a result of, arising out of or relating any Assumed Liabilities. From and after the Closing Date, Seller shall pay, perform and discharge all the Excluded Liabilities on a timely basis and in accordance with their terms, and Seller agrees that Buyer shall have no liability for any failure of Seller to pay, perform and discharge such Excluded Liabilities in the manner provided by this Section 5.2, and Seller shall indemnify and hold harmless Buyer and its Affiliates (and their respective Representatives) from and against any and all Losses incurred or sustained by, or imposed upon, any of them as a result of, arising out of or relating any Excluded Liabilities.
(b) If any Person which is not an Indemnitee shall notify an indemnitee under this Section 5.2 (an “Indemnitee”) of any matter which may give rise to a claim for indemnification against Buyer or Seller, as applicable (Buyer or Seller, as applicable, in such context, the “Indemnifying Party”) under this Section 5.2 (a “Third Party Claim”), then such Indemnitee shall reasonably promptly and, in any event, within twenty (20) Business Days after receiving notice of such matter, deliver written notice of such Third Party Claim (describing such Third Party Claim with reasonable specificity) to the Indemnifying Party (provided that the failure or delay to so notify such Indemnifying Party shall not relieve any Indemnifying Party of its obligations hereunder except to the extent that such Indemnifying Party is actually prejudiced by such failure or delay). Thereafter, such Indemnitee shall deliver or cause to be delivered to such Indemnifying Party, promptly and, in any event, within ten (10) Business Days after such Indemnitee’s receipt thereof, copies of all notices and documents received by such Indemnitee relating to the Third Party Claim. The Indemnifying Party shall have the right (but not the...
Assumed Liabilities and Excluded Liabilities. 4.1Assumed Liabilities. Effective as of the Closing Date, Purchaser shall assume, be responsible for and pay, perform and discharge when due, and, if necessary, reimburse Novartis for the following (collectively “Assumed Liabilities”):
(a) any Liabilities arising within the Territory or outside the Territory (where such Liabilities arising outside the Territory relate to Products and/or Drug Substance manufactured and/or supplied directly or indirectly by Purchaser) from product liability claims or from intellectual property infringement claims, actions or lawsuits brought by any Third Party relating to the Products or Drug Substances manufactured by or for Purchaser or its Affiliates (or its Third Party collaborators) or sold by Purchaser or its Affiliates (or on their behalf) after the Closing Date (including sales made by Novartis and its Affiliates to Third Parties during the Phase 1 Period as set out in the Supply Agreement) in the Territory; and
(b) any other Liabilities primarily related to the the Business or Transferred Property or the use by Purchaser of the Licensed Assets arising after the Closing Date.
Assumed Liabilities and Excluded Liabilities. At Closing, the Purchaser will assume, perform and fulfil the following liabilities and obligations:
(a) all liabilities (i) reflected in the Balance Sheet (except those which are paid or satisfied by the Closing Date); and (ii) incurred on or before the Closing Date
Assumed Liabilities and Excluded Liabilities. Purchaser hereby assumes and agrees to perform, pay or discharge, in accordance with their terms, and subject to the limitations contained herein, all of Seller's obligations and liabilities arising under or in connection with the following (collectively, the "Assumed Liabilities"):
(a) all Advertiser Contracts, including any advertising commitments, production contracts and other contracts entered into by Seller and listed on Schedule 1.3(a);
(b) all liabilities relating to the Assets other than the liabilities relating to Issue #1 of GSN:Government Security News magazine;
(c) all Assigned Contracts, including any performance obligations under any of the Assigned Contracts. Except as expressly set forth herein, Purchaser shall not assume, pay or discharge, and shall not be liable for any liability, commitment or expense of Seller as a result of or arising from the conduct of Seller's GSN Business prior to the Closing, or from the conduct of its other businesses ("Excluded Liabilities").