Assumption of Assumed Contracts Sample Clauses

Assumption of Assumed Contracts. Seller shall have received from Purchaser an Assumption Agreement substantially in the form annexed as Exhibit C hereto.

Assumption of Assumed Contracts. Effective upon the Closing, the Assumed Contracts shall be assigned by Seller to Buyer on the following terms and conditions: (a) At the Closing, Seller shall assign to Buyer all of Seller’s rights, and Buyer shall agree to assume all of the Assumed Liabilities (which have not been waived or excused prior to the Closing Date), under each of the Assumed Contracts. On Schedule 1.1(a), each Assumed Contract is identified by the date of the Assumed Contract and the other Person(s) party to such Assumed Contract(s). To the extent any such information set forth on Schedule 1.1(a) is later determined by Seller to be inaccurate in any material respect, Seller shall promptly notify Buyer of any such inaccuracy. (b) If there exists on the Closing Date any Default under any Assumed Contract, Seller shall be responsible for the payment of any and all amounts necessary to cure such Default as a condition to the Closing.

Assumption of Assumed Contracts. ACTIONS TO BE TAKEN AT THE CLOSING. . . . . . . . . . . . . . . . . . -31- 11.1 TRANSFER DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . -31- 11.2

Assumption of Assumed Contracts. Thera hereby accepts and assumes all liabilities and obligations of EMD Serono under the Assumed Contracts, except to the extent such liabilities and obligations relate to performance or non-performance under such contracts prior to the date hereof, all on the terms and subject to the conditions set forth in the Termination Agreement.

Assumption of Assumed Contracts. Subject to the terms and ------------------------------- conditions set forth herein, at the Closing, the Buyer shall assume the following obligations and pay the following liabilities of the Seller (collectively the "Assumed Liabilities"): (a) All obligations under the Assumed Contracts arising on or after the Closing date; (b) All obligations under the Lease arising on or after the Closing date; and (c) the Accounts Payable.

Assumption of Assumed Contracts. From and after the Closing Date in accordance with the Assignment and Assumption Agreements, the Purchaser will assume all the rights, benefits and obligations of Pretium under the Assumed Contracts. Under the Assignment and Assumption Agreements, for no additional consideration, Pretium shall sell, assign, transfer and convey unto the Purchaser and the Purchaser shall purchase from Pretium; (i) all of Pretium’s right, title and interest to all of the rights and benefits of Pretium under the Assumed Contracts, (ii) all of Pretium’s right, title and interest to all geological, geophysical, geochemical and test data and all other information (including internal and external studies, analyses and other work products) in relation to the Property in the possession or under the control of Pretium, (iii) all rights, benefits and entitlements of Pretium under any Authorizations relating to the Property, and (iv) all Books and Records (including data collected for the purpose of compliance with Environmental Laws and the preparation of reports to Governmental Entities) and other information (whether in written, printed, electronic or computer printout form, or stored on computer discs or other data and software storage and media devices) relating to the Property.

Assumption of Assumed Contracts. On the Closing, the Purchaser shall assume and agree to pay, perform and discharge when due all of the obligations, debts and liabilities of Seller Parties (i) under the Assumed Contracts and (ii) relating to the Purchased Property which arise following the Closing Date, but only in connection with circumstances or conditions arising after the Closing Date (collectively, the "ASSUMED LIABILITIES"). Such assumption shall be pursuant to an Assignment and Assumption Agreement in form and substance reasonably satisfactory to counsel for the Purchaser and the Seller Parties.

Assumption of Assumed Contracts. The Company shall have received RII Sub's signed Assignment and Assumption Agreement related to the Assumed Contracts.

Assumption of Assumed Contracts. (a) On the terms and subject to the conditions set forth herein, from and after the Closing Date, Purchaser will assume and agrees to pay, perform and discharge the obligations and liabilities arising out of or attributable to the use of the Assets or the operation of the Business including the Assumed Contracts as the same may accrue following the Closing Date, excluding liabilities for any pre-Closing defaults thereunder occasioned by the actions or inactions of the Seller prior to the Closing Date. (b) If a customer requests to return wafers which were processed by Seller or the Netherlands Subsidiary on or prior to Closing for reprocessing after Closing because the original processing was defectively performed, then if the Purchaser reprocesses the wafers (it being understood that Purchaser shall reprocess any such wafers requested of it by Seller) the cost and expense of such reprocessing shall be borne as follows: (i) The first $50,000 in value of wafers calculated at the Adjusted Invoice Price which either Seller requests to be reprocessed or Purchaser elects to reprocess shall be reprocessed at Purchaser's sole cost and expense; (ii) The next $100,000 in value of wafers calculated at the Adjusted Invoice Price which either Seller requests to be reprocessed or Purchaser elects to reprocess shall be paid for by Seller at the Adjusted Invoice Price within thirty (30) days after submission to it of an invoice therefor; (iii) If after Purchaser has reprocessed wafers having an aggregate value of $150,000 calculated at the Adjusted Invoice Price Seller requests Purchaser to reprocess additional wafers, then Seller shall pay for the same at the Adjusted Invoice Price within thirty (30) days after submission to it of an invoice therefor. (iv) If after Purchaser has reprocessed wafers having an aggregate value of $150,000 calculated at the Adjusted Invoice Price additional wafers are requested to be processed and Purchaser elects to reprocess the same even though Seller has not requested it to do so, then such reprocessing shall be done at Purchaser's sole cost and expense; (v) If after Purchaser has reprocessed wafers having an aggregate value of $150,000 calculated at the Adjusted Invoice Price additional wafers are requested to be reprocessed and Seller elects not to request Purchaser to reprocess the same and Purchaser elects not to reprocess the same and a claim is then made against Purchaser by such customer, then such claim shall be subject to indemn...