ASSUMPTION OF CERTAIN SPECIFIC LIABILITIES Sample Clauses

ASSUMPTION OF CERTAIN SPECIFIC LIABILITIES. 4 2.1 Certain Specific Liabilities to be Assumed..................4 2.2 Liabilities Not to be Assumed...............................5
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ASSUMPTION OF CERTAIN SPECIFIC LIABILITIES. At the Closing, ------------------------------------------ Purchaser shall assume and agree to pay or discharge when due the following obligations and liabilities of Sellers: (a) all Sellers' obligations and liabilities arising or accruing on or after the Closing Date under the Contracts and under the Atel Lease (subject to the provisions of Sections 2.8 and 2.12); and (b) ad valorem taxes for the calendar year in which Closing occurs for the real and personal property of Sellers included in the Assets (subject to the proration of such ad valorem taxes at Closing).
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ASSUMPTION OF CERTAIN SPECIFIC LIABILITIES. 4 2.1. Certain Specific Liabilities to be Assumed . . . .
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ASSUMPTION OF CERTAIN SPECIFIC LIABILITIES. At the Closing, Buyer shall assume and agree to pay or discharge when due the following obligations and liabilities of Seller: (a) obligations to suppliers for goods ordered by Seller in the ordinary course of business prior to closing for delivery to the Business (all of which goods, when delivered shall become the property of Buyer); (b) ad valorem taxes for the calendar year 1997 for the real and personal property of Seller included in the Assets; (c) all the rights, duties, obligations and liabilities of ownership of the Assets arising after the Closing and assumption of the Assumed Liabilities, including without limitation: (i) all of the express and implied obligations and covenants under the terms of the Seller's Disclosed Contracts; (ii) responsibility for all royalties, overriding royalties, production payments, net profits obligations, rentals, shut-in payments and other burdens or encumbrances to which the Assets are subject; and (iii) all other obligations assumed by Buyer under this Agreement; (d) the following obligations of Seller related to the Assets, whether arising before or after the Effective Date (the "PLUGGING AND ABANDONMENT OBLIGATIONS"): (i) plugging, and abandoning all Wells; (ii) removing and disposing of all structures and equipment locat▇▇ ▇▇ or comprising part of the Assets; (iii) the necessary and proper capping and burying of all associated flow lines located on or comprising part of the Assets; (iv) restoring the leasehold premises of the Assets, both surface and subsurface, to the condition they were in before commencement of oil and gas operations, as may be required by applicable laws, regulation or contract; and (v) any necessary disposal of Assets contaminated by naturally occurring radioactive material ("NORM"). Buyer's obligations under this subsection 3.3(e) include without limitation obligations arising from contractual requirements and demands made by authorized regulatory bodies or parties claiming a vested interest in the Assets; and (e) the following occurrences, events and activities on or relating to the Assets, whether arising before or after the Effective Date (the "ENVIRONMENTAL OBLIGATIONS"): (i) environmental pollution or contamination, including pollution of the soil, groundwater or air; (ii) underground injection activities and waste disposal on-site or offsite; (iii) clean-up responses, and the cost of remediation, control or compliance with respect to surface and subsurface pollution caused by spill...
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ASSUMPTION OF CERTAIN SPECIFIC LIABILITIES 
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Related to ASSUMPTION OF CERTAIN SPECIFIC LIABILITIES

  • Assumption of Certain Liabilities On the terms and subject to the conditions set forth herein and in the Sale Order effective as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication (collectively, the “Assumed Liabilities”): (a) all Liabilities arising out of or relating to the ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the Closing.

  • Assumption of Liabilities Upon the terms and subject to the conditions of this Agreement, Buyer agrees, effective on the Effective Date, to assume the following liabilities and obligations of Seller (the "ASSUMED LIABILITIES"): (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Period.

  • Exclusion of Certain Damages TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  • ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS The Assuming Institution agrees with the Receiver and the Corporation as follows:

  • Indemnification of Certain Expenses The Company shall indemnify Indemnitee against all expenses incurred in connection with any hearing or proceeding under this Section 7 unless the Company prevails in such hearing or proceeding on the merits in all material respects.