CONSIDERATION; ASSUMPTION OF LIABILITIES Sample Clauses

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CONSIDERATION; ASSUMPTION OF LIABILITIES. In consideration for the transfer of the Assets, upon the terms and subject to the conditions set forth herein, Buyer shall, on the Closing Date, assume all Assumed Liabilities. Buyer shall execute and deliver all additional documents required in order to effectuate such assumption of Assumed Liabilities. The terms and conditions of the payment of the Assumed Liabilities following the Closing Date shall be governed by Section 6.1 herein.
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CONSIDERATION; ASSUMPTION OF LIABILITIES. In consideration of the sale of the Software Assets under this Agreement and of all other things done and agreed to be done by Seller, Buyer shall pay to the Seller, on or before the Closing Date, the Purchase Price which shall be composed of the following consideration: A. Cash in the sum of four hundred forty thousand seven hundred seventy nine ($440,779.00) dollars ("Cash Payment"), which sum shall be comprised of the following: (a) Retirement of the Finet Bridge Loan, including the Note dated March 5, 1997, with all associated interest and costs in the sum of two hundred eleven thousand seven hundred seventy two ($211,772.00) dollars. (b) Funds advanced by Buyer to Seller during the calendar year 1997 for real estate software research and development, in the sum of two hundred twenty nine thousand ($229,000.00) dollars. B. As additional consideration of the sale of the Software Assets under this Agreement, Buyer shall provide funds and Seller shall use its best efforts to settle or retire the itemized research and development liabilities, the total of which shall not exceed two hundred thousand ($200,000.00) dollars, as is more specifically set forth in Exhibit D, which is attached and incorporated by reference ("Addititional R & D Expense"). The remaining balance of the Additional R & D Expense liabilites, if any shall be "Audit Deductions", settled or retired as part of the Post-Closing Audit process, as is more specifically described in Paragraph 2., D., herein below. However, the liabilities so settled and retired shall not include: (a) Any liabilities accrued after June 30, 1997, the date of the Balance Sheet set out in Exhibit C, that were not incurred in the ordinary course of the real estate software business for research and development. (b) Any liabilities whenever accrued for federal or state income taxes, sales taxes or interest or penalties. (c) Any liabilities not reflected in Exhibit C, for expenses incurred in connection with the audit of income and payroll tax returns, for reporting periods prior to June 30,1997. (d) Any liabilities of any person or firm other than those specified in this Agreement.
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CONSIDERATION; ASSUMPTION OF LIABILITIES. (a) In exchange for the contribution of the Contributed Assets, at the Closing, AIMCO OP shall issue to the Sellers, in such quantities to each Seller as is specified by the Sellers in writing at least 3 Business Days prior to the Closing Date, an aggregate number of OP Units, which are to be allocated to each Contributed Asset in accordance with SCHEDULE 2.2(a)(i) hereto, equal to (x) $14,051,000, divided by (y) the AIMCO Market Price as of the Escrow Date. (b) In exchange for the sale, conveyance, assignment and transfer of the Boat, the Weslayan Condominiums II, the ▇▇▇▇▇▇ ▇▇▇▇▇ Townhomes and the Nine Oaks Condominiums to AIMCO/▇▇▇, at the Closing, (i) subject to SECTIONS 2.2(h) AND 2.6(d), AIMCO/▇▇▇ shall pay to the Sellers $3,475,000, allocated among such assets in accordance with SCHEDULE 2.2(b)(i) hereto; and (ii) AIMCO/▇▇▇ shall assume the liabilities and obligations of the Sellers under indebtedness secured by the Boat, the Weslayan Condominiums II, the ▇▇▇▇▇▇ ▇▇▇▇▇ Townhomes and the Nine Oaks Condominiums, represented by the Contracts, instruments and agreements set forth on SCHEDULE 2.2(b)(ii) hereto (collectively, the "AIMCO/▇▇▇ ASSUMED LIABILITIES"). (c) In exchange for the sale, conveyance, assignment and transfer of the Management Contracts and the Other Management Company Assets, other than the Boat, to AIMCO OP, at the Closing, (i) subject to SECTION 2.2(g), AIMCO OP shall pay the Sellers $254,000, allocated among such assets in accordance with SCHEDULE 2.2(b)(i) hereto, and (ii) AIMCO OP shall assume the liabilities and obligations of the Sellers under the Contracts, instruments and agreements set forth on Schedule 2.2(c)(ii) hereto (collectively, the "AIMCO OP ASSUMED LIABILITIES"). (d) In exchange for the sale, conveyance, assignment and transfer of the Income Fund Loans to AIMCO OP, at the Closing, subject to SECTION 2.6(d), AIMCO OP shall pay to the Income Fund an amount equal to the indebtedness represented by the Income Fund Loans as of the Closing Date, including accrued and unpaid interest thereon through the Closing Date. (e) In exchange for the sale, conveyance, assignment and transfer of the rights in the Company Obligations to AIMCO OP, at the Closing, subject to SECTIONS 2.2(h) AND 2.6(d), AIMCO OP shall pay to the Sellers an amount equal to the indebtedness represented by the Company Obligations as of the Closing Date, including accrued and unpaid interest thereon through the Closing Date. (f) In exchange for the sale, conve...
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CONSIDERATION; ASSUMPTION OF LIABILITIES. (a) Buyer shall on the Closing Date: (i) assume the Assumed Liabilities as provided in SECTION 1.4(D); (ii) deliver to Seller at the Closing US$18,256,711.18 which equals (A) Twenty Million Seven Hundred Thousand United States Dollars (US$20,700,000), plus (B) the amount by which the "Credit Due Seller" as set forth in Schedule 1.4(a) exceeds the amount of the "Credit Due Buyer" as set forth in Schedule 1.4(a) but not less than zero, minus (C) US$168,264.17, the amount by which the "Credit Due Buyer" as set forth in Schedule 1.4(a) exceeds the amount of the "Credit Due Seller" as set forth in Schedule 1.4(a) but not less than zero, plus (D)US$24,975.35 the "Total Assumed Liabilities" amount set forth on Schedule 1.4(d)(i), minus (E) US$2,300,000 (the "Holdback Amount"); (iii) deliver to OPL at the Closing Two Million Three Hundred Thousand United States Dollars (US$2,300,00▇.▇▇); ▇▇▇ (▇▇) ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇ & MacRae, L.L.P. ("LeBoeuf") at the Closing the Holdback Amoun▇. (b) ▇▇bject to SECTION 1.4(C), all amounts payable by Buyer pursuant to SECTION 1.4(A) shall be paid to Seller, OPL and LeBoeuf in cash by wire transfer or delivery of other immediately available funds in United States currency to one or more accounts designated in writing by LeBoeuf, Seller and/or OPL no later than two (2) business days prior ▇▇ ▇▇▇ date each such payment is to be made. (c) The Holdback Amount described in SECTION 1.4(A)(II)(E) shall be subject to reduction pursuant to SECTION 1.5 hereof to offset any obligations of Seller or OPL under the indemnification provisions contained in ARTICLE 6 hereof. Satisfaction of any indemnity obligations from the Holdback Amount shall not operate to waive the indemnification obligations of Seller or OPL contained in ARTICLE 6 for damages incurred by Buyer in excess of such amounts. The Holdback Amount plus interest as provided in SECTION 1.5 hereof as may be reduced pursuant to SECTION 1.5 hereof, shall be paid to Seller on April 30, 2002 (or the next business day if April 30, 2002 is not a business day). (d) As of the Effective Date, at the Closing and as additional consideration for the purchase of the Acquired Assets, Buyer shall execute and deliver to Seller: (i) an assumption agreement, in substantially the form attached hereto as Exhibit A (the "Assumption Agreement"), pursuant to which Buyer shall assume from Seller and agree, subject to SECTION 1.3, to pay, perform and discharge when due, to the extent the same are u...
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CONSIDERATION; ASSUMPTION OF LIABILITIES. In consideration for the transfer of the Assets pursuant to this Agreement, and subject to the terms and conditions set forth in this Agreement, at the Closing Buyer shall assume all the obligations and liabilities of Seller amounting to $516,863.38 as set forth in SCHEDULE 1.3 attached to this Agreement (the "Assumed Liabilities"), which Buyer has paid, satisfied, honored and discharged as of the date hereof, or hereby agrees to pay, satisfy, honor and discharge when due.
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CONSIDERATION; ASSUMPTION OF LIABILITIES 
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Related to CONSIDERATION; ASSUMPTION OF LIABILITIES

  • Non-Assumption of Liabilities Purchaser shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for, or incur any liability or obligation of any nature of the Sellers, except for the Assumed Liabilities being assumed under Section 1.6 hereof. By way of illustration, Purchaser shall not assume, become responsible for, or incur any liability for whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, arising out of occurrences prior to the Closing Date arising out of or relating to: (a) violation of the requirements of any governmental authority or of the rights of any third person, relating to the reporting and payment of federal, state, or other income Tax Liabilities of Sellers; (b) any severance pay, or accrued vacation pay obligation or any other potential claims that could be brought or alleged by any of the Sellers employees for periods prior to the Closing Date, or any obligations under any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Sellers or to which any of the Sellers contributes or any contributions, benefits or liabilities therefore or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the Sellers; (c) the interest bearing debts of the Sellers, (d) any violation by the Sellers of any federal, state or local antitrust, racketeering or trade practice law, (e) liabilities or obligations of the Sellers for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder, (f) any and all liability and obligation for commissions and bonuses listed on Schedule 3.13; and (g) any rights, liabilities or responsibilities for any lease agreement that is not listed in Schedule 1.4(e).

  • 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.

  • Assumption of Liability Notwithstanding any provision in this Agreement to the contrary, Licensee shall be solely responsible for any product liability, liability for death, illness, personal injury, improper business practice or any other statutory liability or any other liability under any law or regulation in respect of the Compound, Product and/or Licensed Product.

  • No Assumption of Liabilities COMPANY shall not assume or be obligated to pay any liabilities or obligations of Cerulean other than those liabilities arising after the Effective Date under the Assigned Assets that (a) do not arise from or relate to any breach by Cerulean of the Assigned Contracts, and (b) do not arise from or relate to any event, circumstance or condition occurring or existing on or prior to the Effective Date that, with notice or lapse of time, would constitute or result in a breach of any of such Assigned Contracts (collectively, “Assumed Liabilities”). All liabilities or obligations of Cerulean that are not Assumed Liabilities shall be collectively referred to as the “Retained Liabilities”. Cerulean shall be responsible for and shall pay when due all of its Retained Liabilities, including (i) all of its obligations and liabilities, including all obligations and liabilities arising out of, related to or in connection with any circumstances, causes of action, breach, violation, default or failure to perform with respect to the Assigned Assets prior to the Effective Date, (ii) any liabilities in respect of Taxes of Cerulean, (iii) any liabilities in respect of Taxes relating to the Products or the Assigned Assets that were incurred in or are attributable to the Pre-Effective Date Tax Period, and (iv) any Taxes arising in connection with the transactions contemplated by this Agreement. Nothing contained in this Agreement shall be construed as an agreement by COMPANY to assume any liability or to perform any obligation of Cerulean, whether known or unknown, fixed or contingent, asserted or unasserted, accrued or unaccrued, matured or unmatured, liquidated or unliquidated (including those arising out of any contract or tort, whether based on negligence, strict liability or otherwise) other than the Assumed Liabilities.

  • Assumption and Satisfaction of Liabilities Except as otherwise specifically set forth in this Agreement or any Ancillary Agreement, from and after the Effective Time, (a) Dover shall, or shall cause another member of the Dover Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms, all of the Dover Liabilities and (b) ▇▇▇▇▇▇▇ shall, or shall cause another member of the ▇▇▇▇▇▇▇ Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms, all the ▇▇▇▇▇▇▇ Liabilities, in each case regardless of (i) when or where such Liabilities arose or arise, (ii) where or against whom such Liabilities are asserted or determined, (iii) whether arising from or alleged to arise from negligence, gross negligence, recklessness, violation of law, willful misconduct, bad faith, fraud or misrepresentation by any member of the Dover Group or the ▇▇▇▇▇▇▇ Group, as the case may be, or any of their past or present respective directors, officers, employees, or agents, (iv) which entity is named in any action associated with any Liability and (v) whether the facts on which they are based occurred prior to, on or after the date hereof.