Assumption of Assumed Liabilities Sample Clauses

Assumption of Assumed Liabilities. (a) Except as expressly provided in Section 2.4(b), the Purchaser shall not assume, in connection with the transactions contemplated hereby, any liability or obligation of either Seller whatsoever, whether known, unknown, absolute, contingent or otherwise, and whether accrued or unaccrued. (b) Subject to the foregoing Section 2.4(a), effective as of the Closing Date, the Purchaser shall assume the following liabilities and obligations of the Sellers arising out of the use, ownership or operation of the Business, the Facilities or the other Assets (collectively, the “Assumed Liabilities”): (i) the obligations of the Sellers under (x) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (y) each JWWTP Agreement to the extent assigned to the Purchaser under the Assignment (JWWTP Agreements) and (z) each License included in the Assets required to be performed on or after the Closing Date; (ii) all accounts payable, accrued expenses and other current liabilities of the Sellers related to the Business and accrued or existing as of the Closing Date, but only to the extent included in the determination of Final Net Working Capital; (iii) all liabilities and obligations, known or unknown, relating to, resulting from, arising out of or in connection with, directly or indirectly, (A) events that occur, (B) services performed or products manufactured or sold, or (C) the ownership, operation or use of the Business and the Assets, in each case, from and after the Closing; (iv) liabilities and obligations relating to or arising from physical or bodily injuries to, or damage to the property of, third parties that occur from and after the Closing to the extent caused by the physical condition of the Assets (which are being transferred as-is, where-is); (v) liabilities arising in connection with any severance plan established by the Purchaser on or after the Closing Date; and (vi) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission after the Closing.

Assumption of Assumed Liabilities. Upon and subject to the terms and conditions of this Agreement, simultaneously with the execution and delivery of this Agreement, the Purchaser is assuming and becoming responsible for the performance and satisfaction of the Assumed Liabilities. Under no circumstances will the Purchaser assume or have any responsibility with respect to any of the Excluded Liabilities. The Seller will remain responsible for the performance and satisfaction of the Excluded Liabilities.

Assumption of Assumed Liabilities. Assignee hereby expressly assumes and agrees to pay, perform and/or discharge in accordance with their terms the Assumed Liabilities.

Assumption of Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Buyer (or a Buyer Designee) shall assume the Assumed Liabilities.

Assumption of Assumed Liabilities. (a) As additional consideration to Seller included in the Purchase Price and in exchange for the performance by Seller of its obligations hereunder, effective as of the Closing Date, Buyer hereby assumes and agrees to pay, discharge and perform as and when due, (i) all liabilities and obligations (including all obligations with respect to performance) arising under each of the Contracts after the Closing Date, except for such post-Closing liabilities that are expressly set forth as Excluded Liabilities in Section 2.04(b) below, and (ii) those additional liabilities and obligations expressly set forth on SCHEDULE 2.04. The liabilities and obligations described in the preceding sentence are referred to herein as the "Assumed Liabilities." (b) Subject to the other provisions of this Agreement, it is understood and agreed that Seller shall retain all liability for, and Buyer shall not assume or have any obligation with respect to, the following obligations or liabilities of Seller (all such obligations and liabilities being herein referred to as the "Excluded Liabilities"): (i) any and all obligations of Seller arising under law or contract with respect to any individual in connection with his or her employment by Seller before or after the Closing including obligations arising in connection with Seller's termination of his or her employment with Seller at any time, regardless of whether such obligations would have arisen had Buyer chosen to employ any such employee following Closing, including, without limitation, obligations under any and all of Seller's severance benefits, medical or other insurance coverages, retirement benefits or any other benefit or obligation of Seller of whatsoever nature, arising out of the employment relationship between Seller and such employee; (ii) the occupancy, ownership, use or operation of the Purchased Assets or the operation of the Business on or prior to the Closing Date including, without limitation, taxes attributable to the period on and before Closing but not due and payable as of the Closing; (iii) any liability, obligation or expense heretofore or which may hereafter be incurred with respect to the Encompass Systems and Soil Sentry Systems placed in service by Seller prior to Closing based on such systems not being Year 2000 Compliant or incurred with respect to such systems to render them Year 2000 Complaint; and (iv) any liability, obligation or expense heretofore or which may hereafter be incurred by Seller in con...

Assumption of Assumed Liabilities. In accordance with and subject to the terms and conditions set forth in the Asset Purchase Agreement, in partial consideration for such transfer of the Required Assets by Seller to Buyer, Buyer hereby undertakes to assume, pay, perform, satisfy and discharge, all of the Assumed Liabilities. Buyer does not agree to assume or pay any Excluded Liabilities or any other debts, obligations or liabilities of Seller or Assignor not expressly assumed by Buyer in the Asset Purchase Agreement.

Assumption of Assumed Liabilities. 6 Section 1.5

Assumption of Assumed Liabilities. At the Closing, Buyer shall execute and deliver to Appointed Agent such undertakings and instruments of assumption as are necessary to evidence Buyer’s assumption of the Assumed Liabilities in accordance with this Agreement, in form and substance reasonably satisfactory to Buyer and Appointed Agent.

Assumption of Assumed Liabilities. (a) Except as provided in Section 2.3(b) and notwithstanding anything to the contrary contained herein, the Purchaser shall not assume, in connection with the transactions contemplated hereby, any liability or obligation of the Seller whatsoever, whether known or unknown, disclosed or undisclosed, accrued or hereafter arising, absolute or contingent, and the Seller shall retain responsibility for all such liabilities and obligations. (b) Effective as of the Closing, the Purchaser shall assume the following liabilities and obligations of the Seller (collectively, the “Assumed Liabilities”): (i) the obligations of the Seller under each Assumed Contract, except to the extent such obligations are required to be performed on or prior to the Closing Date, are not disclosed on the face of such Assumed Contract (except for any ordinary course operating and procedural changes), or accrue and relate to the operation of the Seller’s business prior to the Closing Date; (ii) the current liabilities of the Seller included in the Final Working Capital Schedule; (iii) trade accounts payable; (iv) liabilities relating to any Transferred Employee in respect of the period after the Closing Date, to the extent arising out of or related to such Transferred Employee’s employment with Purchaser after the Closing Date.