Common use of Assumption of Liabilities Clause in Contracts

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Liabilities.

Appears in 21 contracts

Sources: Asset Purchase Agreement (Nexgel, Inc.), Asset Purchase Agreement (Nexgel, Inc.), Asset Purchase Agreement

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Liabilities and the Seller agrees to pay and discharge all Liabilities and obligations of the Seller other than the Assumed Liabilities.

Appears in 16 contracts

Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees Buyers agree to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer Buyers will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Liabilities.

Appears in 8 contracts

Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Liabilities.

Appears in 6 contracts

Sources: Asset Purchase Agreement (Wild Craze, Inc.), Asset Purchase Agreement (Wild Craze, Inc.), Asset Repurchase Agreement (Rhino Outdoor International, Inc.)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability liability of the Seller not included within the definition of Assumed Liabilities.

Appears in 6 contracts

Sources: Asset Purchase Agreement (Pacific Gateway Exchange Inc), Asset Purchase Agreement (Valcor Inc), Asset Purchase Agreement (Officeland Inc)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability liability of the Seller not included within the definition of Assumed Liabilities.

Appears in 4 contracts

Sources: Asset Purchase Agreement (Blyth Inc), Asset Purchase Agreement (Churchill Downs Inc), Asset Purchase Agreement (Authentidate Holding Corp)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Buyer Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller Retained Liabilities not included within the definition of Buyer Assumed Liabilities.

Appears in 4 contracts

Sources: Asset Purchase Agreement (Sonic Solutions/Ca/), Asset Purchase Agreement (Roxio Inc), Asset Purchase Agreement (Sonic Solutions/Ca/)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller Sellers not included within the definition of Assumed Liabilities.

Appears in 4 contracts

Sources: Asset Purchase Agreement (Source Information Management Co), Asset Purchase Agreement (Source Information Management Co), Asset Purchase Agreement (Cumulus Media Inc)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability liability of the Seller Target not included within the definition of Assumed Liabilities.

Appears in 3 contracts

Sources: Asset Purchase Agreement, Asset Purchase Agreement (Kinder Travel, Inc.), Asset Purchase Agreement (CreditCards.com, Inc.)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of only the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller Sellers or any Subsidiaries of Parent not included within the definition of Assumed Liabilities.

Appears in 3 contracts

Sources: Asset Purchase Agreement (Tidel Technologies Inc), Asset Purchase Agreement (Tidel Technologies Inc), Exercise and Conversion Agreement (Tidel Technologies Inc)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability liability of the Seller Sellers not included within the definition of Assumed Liabilities.

Appears in 3 contracts

Sources: Asset Purchase and Sale Agreement (Omniamerica Inc), Asset Purchase and Sale Agreement (Arch Communications Group Inc /De/), Purchase Agreement (College Oak Investments, Inc.)

Assumption of Liabilities. On Upon the Closing and subject to the terms and conditions of this Agreement, the Buyer agrees to assume hereby assumes and become becomes responsible for all of the Assumed Liabilities at the ClosingLiabilities. The Seller acknowledges that the Buyer will has not assume assumed or have has any responsibility, however, with respect to responsibility for any other obligation or Liability of the Seller not included within the definition of Assumed LiabilitiesSeller.

Appears in 2 contracts

Sources: Asset Purchase Agreement, Asset Purchase Agreement (Callaway Golf Co)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Liabilities.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Cardiodynamics International Corp), Asset Purchase Agreement (Cocensys Inc)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees Buyers agree to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer Buyers will not assume or have any responsibility, however, with respect to any other obligation or Liability the Retained Liabilities and the Seller agrees to pay and discharge all of the Seller not included within the definition of Assumed Retained Liabilities.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The ; provided, however, that Buyer will not assume or have any responsibility, however, responsibility with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Liabilities.

Appears in 2 contracts

Sources: Asset Purchase Agreement, Asset Purchase Agreement

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Liabilities. Seller will also transfer to Buyer all property held by Seller as custodian or other fiduciary together with all agreements with the beneficiaries thereof and Buyer agrees to assume all obligations under such agreements.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Southern Security Bank Corp), Asset Purchase Agreement (Panamerican Bancorp)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability liability of the Seller Nautilus not included within the definition of Assumed Liabilities.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Nautilus, Inc.), Asset Purchase Agreement (Nautilus, Inc.)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, at the Closing the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the ClosingLiabilities. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Liabilities.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Nationsrent Inc), Asset Purchase Agreement (Nationsrent Inc)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Liabilities.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Atec Group Inc), Asset Purchase Agreement (Rmi Net Inc)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability liabilities of the Seller not included within the definition Schedule of Assumed LiabilitiesLiabilities as set forth in Schedule C2.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Canterbury Information Technology Inc), Asset Purchase Agreement (Science Dynamics Corp)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller ▇▇▇▇▇▇▇ not included within the definition of Assumed Liabilities. At the Closing, ▇▇▇▇▇▇▇ will be released from any further liability on the Assumed Liabilities, except as otherwise provided herein.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Washington Homes Inc), Asset Purchase Agreement (Washington Homes Inc)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability Excluded Liabilities, any and all of which shall be retained by Target and discharged and satisfied by Target in the Seller not included within ordinary course, for which Sellers shall remain solely liable and responsible and for and against which Sellers shall indemnify and hold Buyer harmless in accordance with the definition provisions of Assumed Liabilitiesthis Agreement.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Professional Diversity Network, Inc.), Asset Purchase Agreement (Professional Diversity Network, Inc.)

Assumption of Liabilities. On the terms and subject to the terms and conditions of set forth in this Agreement, the Buyer agrees to shall assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will shall not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Liabilities.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Bare Metal Standard Inc.), Asset Purchase Agreement (Bare Metal Standard Inc.)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees Buyers agree to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer Buyers will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Liabilities and the Seller agrees to pay and discharge all Liabilities and obligations of the Seller other than the Assumed Liabilities.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the ClosingLiabilities. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within in the definition of Assumed Liabilities.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Digital Television Services Inc), Asset Purchase Agreement (Quixote Corp)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees Buyers agree to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer Buyers will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Liabilities, and the Seller agrees to pay and discharge all Liabilities and obligations of the Seller other than the Assumed Liabilities.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer B▇▇▇▇ agrees to assume and become responsible for all of the Assumed Liabilities at as of the Closing. The Buyer will shall not assume or have any responsibility, however, responsibility with respect to any other obligation or Liability of the Seller that is not included within the definition of an Assumed Liability. “Assumed Liabilities.” means all obligations of Seller arising from and after Closing under the Contracts listed on Exhibit A.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Mobivity Holdings Corp.), Asset Purchase Agreement (Mobivity Holdings Corp.)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees Buyers agree to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer Buyers will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller Sellers not included within the definition of Assumed Liabilities.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible responsible, together with the Buyer Affiliates, for all of the Assumed Liabilities at the Closing. The Neither Buyer nor any Buyer Affiliate will not assume or have any responsibility, however, responsibility with respect to any other Liability or obligation or Liability of the Seller not included within in the definition of Assumed Liabilities.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Green Tree Lease Finance 1998-1 LLC), Asset Purchase Agreement (Conseco Inc)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities Contracts at the ClosingClosing as described in the Assignment and Assumption of Assumed Contracts in the form attached as an exhibit to this Agreement. The Buyer will not assume or have any responsibility, however, with respect to any other obligation obligations or Liability liabilities of the Seller which are not included within the definition of Assumed LiabilitiesContracts.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Telenetics Corp), Asset Purchase Agreement (Greenland Corp)

Assumption of Liabilities. On Upon the Closing pursuant to this Agreement and subject to the terms hereof and conditions in consideration of this Agreementthe purchase by Buyer of the Acquired Assets, the Buyer agrees to shall assume and become responsible for all of the Assumed Liabilities at the ClosingLiabilities. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability liability of the Seller not included within the definition of Assumed Liabilities.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Luxeyard, Inc.), Asset Purchase Agreement (Genesis Direct Inc)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees Buyers agree to jointly and severally assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer Buyers will not assume or have any responsibility, however, with respect to any other obligation or Liability liability of the Seller not included within the definition of Assumed Liabilities.

Appears in 2 contracts

Sources: Acquisition Agreement (Crested Corp), Acquisition Agreement (Us Energy Corp)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation obligations or Liability liability of the Seller which is not included within an Assumed Liability. Without limiting the definition foregoing, the Seller shall not assume or be responsible for any liabilities accrued on the Seller's balance sheet as of Assumed Liabilitiesthe Closing Date.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Trimark Holdings Inc), Asset Purchase Agreement (Graphix Zone Inc /Ca/)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees Buyers agree to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer Buyers will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller Sellers not included within the definition of Assumed Liabilities and the Sellers agree to pay and discharge all Liabilities and obligations of the Sellers other than the Assumed Liabilities.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Notwithstanding the foregoing, the Buyer will not assume or have any responsibility, however, responsibility with respect to any other obligation obligations or Liability of liabilities that are Excluded Liabilities and the Seller not included within the definition of Assumed Solo Parties shall pay, perform, and discharge all Excluded Liabilities.

Appears in 2 contracts

Sources: Asset Purchase Agreement, Asset Purchase Agreement (Solo Cup CO)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, concurrently with the execution and delivery hereof, the Buyer agrees to assume assumes and become becomes responsible for all of the duties, obligations and liabilities relating to performance under the Contracts on and after the Closing Date (as hereinafter defined) (the "Assumed Liabilities at the ClosingLiabilities"). The Buyer will does not assume or have any responsibility, however, responsibility with respect to any other obligation or Liability liability of the Seller not included within the definition of Assumed Liabilities.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Criimi Mae Inc), Asset Purchase Agreement (Criimi Mae Inc)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller Target not included within the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Stock Purchase Agreement (Sykes Enterprises Inc)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Retained Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Scitex Corp LTD)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at on the ClosingClosing Date. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability liability of the Seller not included within the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Nsa International Inc)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Closing pursuant to the terms of the form of Assignment and Assumption agreement attached hereto as Exhibit G. Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability liability of the Seller not included within the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (DSC Communications Corp)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Penn Treaty American Corp)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller Target not included within the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Hub Group Inc)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the ClosingLiabilities. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of for the Seller not included within the definition of Assumed Excluded Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Easy Gardener Products LTD)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at from and after the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Source Information Management Co)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability liability of the any Asset Seller not included within the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Purchase Agreement

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to shall assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the any Seller not included within the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Graymark Healthcare, Inc.)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, at the Closing the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the ClosingLiabilities. The Buyer will shall not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Liabilities.Assumed

Appears in 1 contract

Sources: Asset Purchase Agreement (Nationsrent Inc)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not explicitly included within the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase and Sale Agreement (Spectra Systems Corp)

Assumption of Liabilities. On and subject to the terms and conditions -------------------------- of this Agreement, the Buyer agrees to assume and become responsible responsible, together with the Buyer Affiliates, for all of the Assumed Liabilities at the Closing. The Neither Buyer nor any Buyer Affiliate will not assume or have any responsibility, however, responsibility with respect to any other Liability or obligation or Liability of the Seller not included within in the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Telmark LLC)

Assumption of Liabilities. On Upon the Closing pursuant to this Agreement and subject to the terms hereof, and conditions in consideration of this Agreementthe purchase by Buyer of the Acquired Assets, the Buyer agrees to shall assume and become responsible for all of the Assumed Liabilities at pursuant to the ClosingAssumption. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability liability of the Seller not included within the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Packard Bioscience Co)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees Buyers agree to assume assume, pay, perform and become responsible for all of the Assumed Liabilities at the Closing. The Buyer Buyers will not assume or have any responsibility, however, with respect to any other obligation or Retained Liability of and the Seller not included within the definition of Assumed Sellers shall be solely and fully liable for all Retained Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Synovis Life Technologies Inc)

Assumption of Liabilities. On Upon and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller and/or Seller Subs not included within the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Network Commerce Inc)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer ▇▇▇▇▇ agrees to assume and become responsible for all of the Assumed Liabilities at as of the Closing. The Buyer will shall not assume or have any responsibility, however, responsibility with respect to any other obligation or Liability liability of the Seller that is not included within the definition of an Assumed Liability. “Assumed Liabilities.” means obligations of Seller arising from and after Closing directly relating to the Acquired Assets, and specifically limited to the following:

Appears in 1 contract

Sources: Asset Purchase Agreement (American Bio Medica Corp)

Assumption of Liabilities. On and subject Pursuant to the terms and conditions of this ------------------------- Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not specifically included within the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Haht Commerce Inc)

Assumption of Liabilities. On and subject to the terms and conditions ------------------------- of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller Sellers not included within the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Blue Rhino Corp)

Assumption of Liabilities. On the terms and subject to the terms and conditions of this Agreement, at the Closing the Buyer agrees to assume assume, pay, perform, discharge and become responsible for all of the Assumed Liabilities at as the Closingsame are constituted on the Closing Date. The Buyer will not assume or have any responsibility, however, with respect to any Excluded Liabilities or other obligation or Liability of any of the Seller Sellers or any Subsidiary or Affiliate of any of the Sellers which are not included within the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Todays Man Inc)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Neither Buyer will not nor Able shall assume or have any responsibility, however, with respect to any other obligation or Liability of Seller or COMSAT, other than (in the Seller not included within case of Buyer) the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Able Telcom Holding Corp)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to shall assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Excluded Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Barr Pharmaceuticals Inc)

Assumption of Liabilities. On Upon the terms and subject to the terms and conditions of set forth in this Agreement, Buyer, at the Closing, Buyer agrees to shall assume and become responsible for all of the Assumed Liabilities at the ClosingLiabilities. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Chyron Corp)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer Purchaser agrees to assume and become responsible for all of the Assumed Liabilities at the Closing, as set forth on Schedule 2.2. The Buyer Purchaser will not assume or have any responsibility, however, responsibility with respect to any other obligation obligations or Liability of the Company or the Seller not included within the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Jackson Products Inc)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to pay or assume at the Closing and to thereafter become responsible for the payment of all of the Assumed Liabilities at the ClosingLiabilities. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Liabilities, which Liabilities shall remain the sole obligation and responsibility of the Seller.

Appears in 1 contract

Sources: Asset Purchase Agreement (Indenet Inc)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other of the Excluded Liabilities and nothing contained in this Agreement will deem the Buyer liable for any obligation or Liability of the Seller not included within except for the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Laclede Steel Co /De/)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the from and after Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Excluded Liabilities.

Appears in 1 contract

Sources: Asset Purchase and Assignment Agreement (Vernalis PLC)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and assume, become responsible for for, and hold the Seller harmless on account of all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability liability of the Seller not included within the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Newtek Business Services Inc)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, responsibility with respect to any other obligation or Liability of the Seller Sellers not included within in the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Textron Financial Corp)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume assume, pay, perform, discharge and as otherwise necessary become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibilityresponsibility for the Excluded Liabilities. On or before the Closing, howeverBuyer shall designate in writing to Seller the Assumed Liabilities to be assumed by each Person that is a Buyer, with respect to and any other obligation or Liability of the Seller remaining Assumed Liabilities not included within the definition of Assumed Liabilitiesexpressly designated by Buyer shall be assumed by Heath Home.

Appears in 1 contract

Sources: Asset Purchase Agreement (Fairwood Corp)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, at the Closing, Buyer agrees to shall assume and fully pay, discharge, satisfy, perform and become responsible for all of the Assumed Liabilities at the Closing(as defined below). The Buyer will not assume assume, pay, discharge, satisfy, perform or have any responsibility, however, responsibility or become liable with respect to any other obligation or Liability of the Seller that is not included within the definition of an Assumed LiabilitiesLiability.

Appears in 1 contract

Sources: Asset Purchase Agreement (Secure Computing Corp)

Assumption of Liabilities. On and subject Subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at on the ClosingClosing Date effective as of the Effective Date. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller or any predecessor entity not included within the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Buckeye Technologies Inc)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at from and after the Closing. The Neither the Buyer nor EAE will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Petroleum Place Inc)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible only for all of the Assumed Liabilities (if any) at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller or the Web Site not specifically included within the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Interactive Magic Inc /Nc/)

Assumption of Liabilities. On the terms and subject to the terms and conditions of this Agreement, as part of the consideration for the Acquired Assets, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, responsibility whatsoever with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (E Centives Inc)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not expressly included within the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Rmi Net Inc)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, at the Closing the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at pursuant to an Assumption Agreement delivered in connection herewith and such other instruments or agreements as the ClosingSeller may reasonably request. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (New England Business Service Inc)

Assumption of Liabilities. On the terms and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation obligations or Liability liabilities of the Seller that are not included within the definition of Assumed Liabilities. Without limiting the generality of the foregoing, Excluded Liabilities remain the obligation of the Seller.

Appears in 1 contract

Sources: Asset Purchase Agreement (Valcor Inc)

Assumption of Liabilities. On the terms and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for (or, in the case of any Assumed Liability designated by Buyer to be assumed by a Buyer Subsidiary, to cause such Buyer Subsidiary to assume and become responsible for) all of the Assumed Liabilities at the Closing. The Neither Buyer nor any Buyer Subsidiary will not assume or have any responsibility, however, with respect to and Sellers and their Subsidiaries shall remain entirely liable, for any other obligation or Liability of the Seller not included within the definition of Assumed Excluded Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Riverstone Networks Inc)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed LiabilitiesExcluded Liability.

Appears in 1 contract

Sources: Asset Purchase Agreement (Commercial Vehicle Group, Inc.)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will shall not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller Sellers not included within the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Asset Acquisition Agreement (Del Webb Corp)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer Purchaser agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer Purchaser will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller Company not included within the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Mitek Systems Inc)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to shall assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability liability of the Seller not included within the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Siga Technologies Inc)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer ▇▇▇▇▇ agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The ; provided, however, that Buyer will not assume or have any responsibility, however, responsibility with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller Sellers not included within the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Greenbrier Companies Inc)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume assume, however, any of the Retained Liabilities or have any responsibility, however, responsibility with respect to any other obligation or Liability of the Seller Company not included within the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Conning Corp)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Liabilities.any

Appears in 1 contract

Sources: Asset Purchase Agreement (Futureone Inc /Nv/)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the The Buyer agrees to assume and become responsible for all of the Assumed Liabilities Debts at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability liability of the Seller not included within the definition of Assumed Liabilities.on Exhibit B.

Appears in 1 contract

Sources: Asset Sale and Debt Assignment Agreement (Tenshon, Inc.)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Excluded Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Cambium Learning Group, Inc.)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, at the Closing, the Buyer agrees to shall assume and become responsible for all Assumed Liabilities of the Assumed Liabilities at the ClosingSeller. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller Triant Holdings or any of its Subsidiaries not included within the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (PDF Solutions Inc)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Liabilities, except as otherwise provided in Section 8(c)(iv) below.

Appears in 1 contract

Sources: Asset Purchase Agreement (Rmi Net Inc)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will shall not assume or have any responsibilityresponsibility whatsoever, however, with respect to any other obligation or Liability liability of the Seller Target not included within the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Procom Technology Inc)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will shall not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Romac International Inc)

Assumption of Liabilities. On and subject Subject to the terms and conditions of this Agreement, the Buyer Purchaser agrees to assume and become responsible for all of the Assumed Liabilities at as of and after the ClosingClosing Date. The Buyer will Other than as set forth in the Purchaser Documents, the Purchaser is not assuming and shall not assume or have any responsibility, however, with respect to any present or future debt, liability or other obligation or Liability of the Seller or its Affiliates not included within the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Tolling Agreement

Assumption of Liabilities. On Upon the Closing pursuant to this Agreement and subject to the terms hereof, and conditions in consideration of this Agreementthe purchase by Buyer of the Acquired Assets, the Buyer agrees to shall assume and become responsible for all of the Assumed Liabilities at pursuant to the ClosingAssumption. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability liability of the Seller not included within the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Packard Bioscience Co)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Parent or Seller not included within the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Ap Pharma Inc /De/)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer Purchaser agrees to assume and become responsible for all of only the Assumed Liabilities at that arise, accrue or occur after the Closing. The Buyer will Purchaser does not and shall not assume or have any responsibility, however, with respect to any Liabilities of Seller other obligation or Liability of than the Seller not included within the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Talx Corp)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer expressly agrees to assume and become responsible for all of the Assumed Liabilities at the Closing, including all such liabilities which are liabilities or items subject to Section 461(h) of the Code. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Purchase Agreement (Matec Corp/De/)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closingclosing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the any Seller not included within the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Paystar Corp)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability Excluded Liabilities, which shall remain the obligations of the Seller not included within Company following the definition of Assumed LiabilitiesClosing.

Appears in 1 contract

Sources: Asset Purchase Agreement (Matritech Inc/De/)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any Excluded Liability or any other obligation or Liability of the Seller not specifically included within the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Rako Capital Corp)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, at the Closing, but effective as of the Effective Time, the Buyer agrees to assume and become responsible for payment and/or performance of all of the Assumed Liabilities at Liabilities. Neither the Closing. The Buyer nor the Parent will not assume or have any responsibility, however, responsibility whatsoever with respect to any other obligation or Liability liability of the Seller not explicitly included within the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Cox Technologies Inc)

Assumption of Liabilities. On Upon the Closing pursuant to this Agreement and subject to the terms hereof and conditions in consideration of this Agreementthe purchase by Buyer of the Acquired Assets, the Buyer agrees to shall assume and become responsible for all of the Assumed Liabilities at the ClosingLiabilities. The Buyer will not assume or have any responsibility, . however, with respect to any other obligation or Liability liability of the Seller Company not included within the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Diplomat Corp)

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at from and after the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller Sellers not included within the definition of Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Remy International, Inc.)