Assumption by Purchaser Sample Clauses
The "Assumption by Purchaser" clause requires the buyer in a transaction to take on certain obligations, liabilities, or responsibilities previously held by the seller. In practice, this means that after the sale is completed, the purchaser becomes legally responsible for specified contracts, debts, or ongoing commitments associated with the acquired assets or business. This clause ensures a clear transfer of duties, preventing gaps in responsibility and protecting both parties from disputes over who is accountable for obligations after the transaction closes.
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Assumption by Purchaser. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, UPON CLOSING PURCHASER ASSUMES THE RISK OF PHYSICAL CONDITIONS, DEFECTS, CONSTRUCTION DEFECTS, ENVIRONMENTAL, HEALTH, SAFETY AND WELFARE MATTERS WHICH MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INSPECTIONS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, AS OF THE CLOSING DATE, PURCHASER, FOR ITSELF AND ITS AGENTS, AFFILIATES, SUCCESSORS AND ASSIGNS, HEREBY WAIVES AND RELEASES SELLER, MANAGER, AND EACH OF THEIR RESPECTIVE AGENTS, EMPLOYEES, DIRECTORS, OFFICERS, AFFILIATES, INTEREST HOLDERS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “RELEASEES”) FROM ANY AND ALL RIGHTS, CLAIMS AND DEMANDS AT LAW OR IN EQUITY, WHETHER KNOWN OR UNKNOWN AT THE TIME OF THIS AGREEMENT, WHICH PURCHASER HAS OR MAY HAVE IN THE FUTURE, ARISING OUT OF THE PHYSICAL, ENVIRONMENTAL, ECONOMIC OR LEGAL CONDITION OF THE PROPERTY.
Assumption by Purchaser. The Shareholder (a) shall advise the person or persons to whom it transfers the Apartment ("Purchaser") of the Work undertaken by the Shareholder pursuant to this Agreement; (b) shall provide copies of the Plans and this Agreement to the Purchaser; and (c) shall cause the Purchaser to execute and deliver to the Corporation an agreement substantially in the form of Exhibit "E" hereto pursuant to which the Purchaser shall assume all of the obligations of Shareholder under this Agreement, including the obligation under this Paragraph 15 with respect to any transfer of the Apartment by the Purchaser. The Shareholder hereby waives any claim against the Corporation on account of (a) the Corporation advising a potential Purchaser of the provisions of this Agreement, including this Paragraph 15, and/or (b) refusing to consent to or register the transfer of the Apartment to such potential Purchaser unless and until such potential Purchaser shall execute and deliver to the Corporation an agreement in the form of Exhibit "E" hereto.
Assumption by Purchaser. On the Closing, the Purchaser shall assume and be commensurately responsible for the observance, performance and payment of all obligations and liabilities which are to be observed, performed or paid a royaltyholder, from and after the Effective Time, under the Royalty Agreements and the Purchaser shall indemnify and save each of the Vendors harmless from and against any claims, demands, actions, suits, causes of action, losses, damages, costs and expenses whatsoever, including legal fees, suffered or incurred by the Vendors by reason of the failure of the Purchaser to perform or pay its commensurate share of any of the obligations and liabilities referred to in this section 8.1.
Assumption by Purchaser. The Purchaser shall not assume or become liable for any of the Seller's liabilities, obligations, debts, contracts or other commitments of any kind whatsoever, known or unknown, fixed or contingent.
Assumption by Purchaser. The Purchaser shall, by appropriate instruments to be executed and delivered at the Closing, assume and agree to perform, pay or discharge, to the extent not theretofore performed, paid or discharged, Seller's liabilities, obligations, debts, contracts or other commitments of any kind whatsoever, known or unknown, fixed or contingent, as the same shall exist on the Closing Date (hereinafter collectively called the "Assumed Liabilities"); provided, however, that it is expressly agreed that the Assumed Liabilities shall not include, and Purchaser shall not be obligated to assume or become liable for, any of Seller's liabilities or obligations, known or unknown, fixed or contingent, now existing or hereafter arising, which shall arise out of or relate to: (i) any liability or obligation of Seller to Discovery Laboratories, Inc. ("Discovery") arising out of any agreement between Discovery and Seller or out of any transactions contemplated by that certain letter of intent dated February 21, 1997, between Discovery and Seller ("Discovery Letter of Intent"); (ii) any liability or obligation of Seller to AR Baron arising out of any agreement between AR Baron and Seller; (iii) any liability or obligation of Seller under Seller's stock options, warrants, agreements to issue stock options and warrants, and any other securities or instruments convertible into securities except for the Seller Convertible Notes; or (iv) any agreement designated on Schedule 6.8 (a) as not being assumed by Access.
Assumption by Purchaser. The Purchaser hereby assumes all obligations respecting the ownership, maintenance and operation of the Assets from and after the effective date of this Agreement.
Assumption by Purchaser. Subject to all the terms and conditions of this Agreement and the Asset Purchase Agreement, Purchaser hereby accepts the assignment of the Assigned Assets and agrees to assume all of the terms, covenants, obligations and conditions imposed upon Seller in its capacity as a contracting party with respect to the Assigned Assets, except for those obligations and liabilities set forth on the Schedule of Excluded Liabilities.
Assumption by Purchaser. As of the Effective Time, Purchaser agrees to assume only the obligations of any Seller arising from and after the Effective Time under the following liabilities directly related to the Business and the Assets (collectively, "Assumed Liabilities"):
(i) the obligations of any Seller under the Licenses for the Business, arising and accruing from and after the Effective Time other than those based on Sellers' breaches or violations occurring prior to the Effective Time or as a result of the assignments of the Licenses to Purchaser pursuant hereto in violation of the terms of the Licenses;
(ii) all obligations of any Seller arising under any Equipment Lease or Assumed Contract arising and accruing from and after the Effective Time other than those based on Sellers' breaches or violations occurring prior to the Effective Time or as a result of the assignments of the Equipment Lease or Assumed Contract to Purchaser pursuant hereto;
(iii) for those employees of any Seller who are actively employed as of the Closing Date and who are hired by Purchaser on the Closing Date, (A) the obligation of any Seller to honor accrued medical leave of absence as of the Effective Time, excluding all compensation, benefits, FICA and similar costs attributable thereto and any obligation to make a payment therefor upon termination (the "Accrued Medical Leave of Absence"), and (B) the aggregate of the amounts of accrued vacation as reflected on the books of Sellers at the Effective Time (the "Accrued Vacation"), each determined consistently with Sellers' past practices and certified by the chief financial officer or treasurer of each Seller; and
(iv) Purchase orders that pertain solely to the Business and that are outstanding and unfulfilled at the Effective Time, but only to the extent provided in Section 4.1 hereto.
Assumption by Purchaser. The Unit Owner (a) shall advise the person or persons to whom it transfers the Unit (“Purchaser”) of the Work undertaken by the Unit Owner pursuant to this Agreement; (b) shall provide copies of the Approved Plans and this Agreement to the Purchaser; and (c) shall cause the Purchaser to execute and deliver to the Condominium an agreement substantially in the form of Exhibit B hereto pursuant to which the Purchaser shall assume all of the obligations of the Unit Owner under this Agreement, including the obligations under this section 14 with respect to any transfer of the Unit by the Purchaser. The Unit Owner hereby waives any claim against the Condominium on account of (a) the Condominium advising a potential Purchaser of the provisions of this Agreement, including this Section 14, and/or (b) refusing to accept a sales package with respect to its waiver of its right of first refusal unless and until such potential Purchaser shall execute and deliver to the Condominium an agreement in the form of Exhibit B hereto.
Assumption by Purchaser. On the Closing, the Purchaser shall assume and be responsible for the observance, performance and payment of all obligations and liabilities which are to be observed, performed or paid from and after the Closing, under:
(a) the Material Contracts, with the exception of Encumbrances (other than Permitted Encumbrances), insurance policies and [describe other exceptions], but subject to any required adjustments as of the Completion Date;
(b) the Permits; and
(c) any other contract, agreement or obligation specifically agreed to be assumed by the Purchaser in this Agreement; and the Purchaser shall indemnify and save the Vendor harmless from and against any claims, demands, actions, suits, causes of action, losses, damages, costs and expenses whatsoever, including without limitation legal fees, suffered or incurred by the Vendor by reason of the failure of the Purchaser to perform or pay any of the obligations and liabilities referred to in this section 8.1.