Liabilities and Contracts Assumed Clause Samples

POPULAR SAMPLE Copied 1 times
Liabilities and Contracts Assumed. Subject to all of the terms and conditions of this Agreement, at the Closing Buyer shall assume and become responsible to pay, perform and discharge, to the extent the same have not been paid, performed or discharged by Seller prior to the Closing, only the following debts, liabilities, obligations and Contracts of Seller, and no others: (a) trade payables taken into account in the determination of the Net Working Capital Adjustment; (b) other current liabilities related to the Business taken into account in the determination of the Net Working Capital Adjustment, including ▇▇▇▇▇▇▇▇ in excess of costs and estimated earnings, accrued wages, accrued commissions and incentives, and customer deposits incurred by Seller in the ordinary course of business, but expressly excluding any current liabilities related to debt, including but not limited to line of credit, current portion of long-term debt and accrued interest; (c) liabilities under the Contracts of Seller identified or referenced in Schedule 3.2 (“Assumed Contracts”) arising on and after the Closing, except to the extent of any liability of obligation arising out of or in connection with any breach thereof by Seller occurring prior to Closing; and (d) all Product Warranty Claims. (collectively, the “Assumed Liabilities”). Upon assumption by Buyer of the Assumed Liabilities, Buyer shall be entitled to all of Seller’s rights and benefits thereunder and shall relieve Seller of its obligations to perform the same.
View Source
Liabilities and Contracts Assumed. Subject to all of the terms and conditions of this Agreement, at Closing Buyer will assume and become responsible to pay, perform and/or discharge, to the extent the same have not been paid, performed or discharged by Seller prior to Closing, only the following liabilities, obligations and Contracts of Seller and the Business Subsidiaries, and no others: (a) all accounts payable arising out of the operations of the Business and relating to the Assets which are within the trade terms of the respective vendors (in accordance with Seller's past practices), as outstanding on the Closing Date, as set forth in Schedule 3.2(a) (the "ASSUMED PAYABLES"); (b) each of the Assumed Contracts to the extent that the rights and benefits of Seller or a Business Subsidiary thereunder are on or after the Closing Date effectively assigned to Buyer, novated for the benefit of Buyer, or replaced by Buyer and the contracting party with a new Contract or by course of dealing; and (c) Seller's obligation, to the extent set forth in Schedule 3.2(c), to each former employee of Seller or any Subsidiary whom Buyer hires on or after the Closing Date (as contemplated by Section 6.4), to provide accrued vacation time ("ACCRUED VACATION") (collectively, the "ASSUMED LIABILITIES"). Upon assumption by Buyer of the Assumed Liabilities, Buyer will be entitled to all of Seller's and the Business Subsidiaries' rights and benefits in connection therewith (including all rights and benefits under policies of insurance insuring against any of the Assumed Liabilities), and Buyer will relieve Seller and the Business Subsidiaries of their obligations to perform the same; provided, however, that nothing herein contained will relieve Seller and the Business Subsidiaries of their obligations or liabilities arising thereunder or in connection therewith prior to such assumption by Buyer at Closing. Buyer will indemnify Seller, as provided by Section 7.1, with respect to all of the Assumed Liabilities from and after the Closing Date.
View Source
Liabilities and Contracts Assumed. Subject to all of the terms and conditions of this Agreement, at the Closing, Buyer shall assume and become responsible to pay, perform, and discharge, to the extent the same were not required to have been paid, performed or discharged by Seller prior to the Closing, the debts, obligations, contracts and liabilities of Seller set forth on Schedule 2.1 (“Assumed Liabilities”), which shall specifically include the following: (i) that certain Lease Agreement by and between Seller and Ledson Winery & Vineyard dated December 31, 2013; (ii) that certain Lease Agreement by and between Seller and Carlisle Winery & Vineyards, LLC, dated October 28, 2008; and (iii) that certain Grape Purchase Agreement by and between Seller and ▇▇▇▇▇▇ Vineyards & Winery LLC dba Landmark Vineyards, a Delaware limited liability company, as to the wine grapes growing on the Land.
View Source

Related to Liabilities and Contracts Assumed

  • Liabilities Assumed (a) On the terms and subject to the conditions set forth in this Agreement, Purchaser hereby assumes and agrees to pay, perform or discharge when due all of Seller’s obligations under the Assigned Contracts, if any, which arise from and after the Closing Date, and only such liabilities of Seller (the “Assumed Liabilities”). The assumption by Purchaser of any Assumed Liability of Seller shall include only payment and performance obligations thereunder which accrue or arise after the Closing Date; in no event shall Purchaser assume or be deemed to assume any liability of any nature (whether known, unknown, absolute, accrued, contingent or otherwise) relating to the performance under any such Assumed Liability which accrued prior to the Closing Date. (b) Except for the Assumed Liabilities, Seller will transfer the Purchased Assets to the Purchaser and the Covenants to Torrens free and clear of all claims, liens, mortgages, security interests, encumbrances, charges, or any other restrictions. Other than the Assumed Liabilities, neither Purchaser nor Torrens will assume and Seller will indemnify, defend, and hold the Purchaser and Torrens harmless against any indebtedness, obligations, or liabilities of Seller. Neither Purchaser nor Torrens will assume any contract, liability, obligation, commitment, or agreement not specifically identified and accepted by Purchaser before the Closing, whether or not known, contingent, or accrued.

  • Covered Contracts and Contractors If the Contract exceeds $100,000 and the Contractor employed more than 40 full-time employees on a single working day during the previous 12 months in Minnesota or in the state where it has its principal place of business, then the Contractor must comply with the requirements of Minn. Stat. § 363A.36 and Minn. R. 5000.3400-5000.3600. General. Minn. R. 5000.3400-5000.3600 implements Minn. Stat. § 363A.36. These rules include, but are not limited to, criteria for contents, approval, and implementation of affirmative action plans; procedures for issuing certificates of compliance and criteria for determining a contractor’s compliance status; procedures for addressing deficiencies, sanctions, and notice and hearing; annual compliance reports; procedures for compliance review; and contract consequences for non-compliance. The specific criteria for approval or rejection of an affirmative action plan are contained in various provisions of Minn. R. 5000.3400-5000.3600 including, but not limited to, Minn. R. 5000.3420-5000.3500 and 5000.3552-5000.3559.

  • Liabilities Not Assumed Notwithstanding any contrary provision contained herein, PSC shall not be deemed to have assumed, nor shall PSC assume (i) any liability which may be incurred by reason of any uncured material breach of or any monetary default under such contracts, leases, commitments or obligations which occurred prior to the Closing Date; (ii) any liability for any employee benefits payable to employees of Seller, including, but not limited to, liabilities arising under any Seller Plan (as defined in Section 2.21 hereto) and liabilities for accrued sick leave or vacation days; (iii) any liability based upon or arising out of a violation of any antitrust or similar restraint-of-trade laws by Seller, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Seller reflected on the books of Seller at or prior to the Closing Date; (iv) any liability based upon or arising out of overpayments due to the Medicare and/or Medicaid programs, any other third party payor, or any liability based upon or arising out of a violation of any false claim, anti-kickback, prohibition or self-referral laws or similar fraud and abuse laws by Seller; (v) any medical malpractice liability associated with the Business or Seller or any person associated with the Business or Seller; (vi) any liability based upon or arising out of any tortious conduct or wrongful actions of Seller or any Shareholder; or (vii) any liability for the payment of any taxes imposed by law on Seller arising from or by reason of the transactions contemplated by this Agreement or otherwise.

  • LIABILITIES TO BE ASSUMED Subject to the terms and conditions of this Agreement, on the Closing Date, Buyer shall assume and agree to perform and discharge the following, and only the following Liabilities of the Seller (collectively the "Assumed Liabilities"):

  • Contracts and Agreements The agreements and documents described in the Registration Statement and the Prospectus conform in all material respects to the descriptions thereof contained therein and there are no agreements or other documents required by the Securities Act to be described in the Registration Statement and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement and the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, any other party is in default thereunder and, to the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations.