Obligations and Liabilities Assumed Sample Clauses

The "Obligations and Liabilities Assumed" clause defines which responsibilities and potential debts or legal duties one party agrees to take on under a contract. In practice, this clause specifies the exact obligations—such as payment of debts, performance of services, or compliance with regulations—that are being transferred or accepted, and may outline any exceptions or limitations. Its core function is to clearly allocate risk and responsibility between the parties, ensuring that each side understands what liabilities they are accepting and preventing future disputes over who is accountable for specific obligations.
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Obligations and Liabilities Assumed. Bushmans shall assume the following obligations and liabilities of the Asset Seller (the “Purchased Liabilities”): (a) All liabilities of the Asset Seller of a type disclosed in the balance sheet of the Asset Seller which is included in the Management Accounts, other than liabilities representing provision for income tax and deferred income tax; (b) All Contract Rights assigned to Bushmans pursuant to Section 2.02(f) and more particularly described on Schedule 4.14; (c) All liabilities incurred in the ordinary course of business in relation to the Purchased Assets consistent with past practice and in compliance with Section 7.02 from the date hereof through the Closing Date; and (d) Liabilities in relation to Transferred Employees pursuant to Section 7.11(c). Buyer shall not assume and the Target Companies shall not assume or be responsible for any obligations of the Asset Seller except for the Purchased Liabilities.
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Obligations and Liabilities Assumed. Avensys shall assume, and shall fulfill and perform the following liabilities of the Seller (collectively the "ASSUMED LIABILITIES"): 2.5.1 the obligations and liabilities of the Seller accruing on or after the Closing Date under the agreements of the Seller relating to the Purchased Business described in Sections 2.1.3.2, 2.1.3.3, 2.1.3.4, 2.1.3.5, 2.1.3.6 and 2.1.3.7; and 2.5.2 all standard product warranties of the Seller related to the Purchased Products sold in connection with the Purchased Business both before the Closing Date and afterwards.
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Obligations and Liabilities Assumed. The Purchaser shall assume, and shall fulfill and perform the following liabilities of the Seller (collectively, the “Assumed Liabilities”) as of the Effective Date: 2.6.1 the Current Liabilities; 2.6.2 the obligations and liabilities of the Seller accruing on or after the Effective Date under the agreements of the Seller relating to the Seller’s Business listed in Section 2.1.6.2 of the Seller’s Disclosure Schedule; and 2.6.3 all standard product warranties of the Seller related to the Products sold in connection with the Seller’s Business both before the Effective Date and afterwards.
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Obligations and Liabilities Assumed. Buyer shall assume all liabilities and obligations under, relating to, arising from or associated with the Contracts and the Equipment and Communicators with respect to periods after the Closing Date.
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Obligations and Liabilities Assumed. ▇▇▇▇▇ hereby assumes and agrees to pay, perform, satisfy and discharge all of the obligations of Seller accruing from and after the effectiveness of this Instrument (the "Effective Time") with respect to the Contracts including, without limitation, reimbursing Seller for any such amounts Seller continues to pay under any Contract after the Effective Time until such time as such Contract is duly assigned to Buyer. If any Contract to be assigned to Buyer pursuant to this Instrument shall require the consent of any party thereto other than any Seller, this Instrument shall not constitute an agreement to assign such Contract, and such Contract shall not be assigned to or assumed by Buyer if an actual or attempted assignment thereof would constitute a breach or default thereunder. Buyer shall use its commercially reasonable efforts to obtain such consents, to the extent required, of such parties to such Contracts. If any such consent cannot be obtained, Seller and Buyer will cooperate in any reasonable arrangement designed to obtain for Buyer all benefits and privileges of the applicable Contract and fully protecting and discharging Seller from continuing liabilities or obligations thereunder, at no additional cost to Buyer.
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Obligations and Liabilities Assumed. The Purchaser shall assume the following obligations and liabilities of the Seller (the “Purchased Liabilities”): (a) All liabilities accrued on the Final Closing Statement; (b) All liabilities identified as “Purchased Liabilities” on Schedule 1.4; and (c) All obligations under the Assumed Contracts assigned to the Purchaser pursuant to Section 1.2(f) with respect to periods after the Closing Date.
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Related to Obligations and Liabilities 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.

  • Liabilities and Obligations 33 6.8 Conformity with Law; Litigation.................................33 6.9 No Violations...................................................33 6.10

  • Assumption of Liabilities and Obligations (a) At the Closing, ATS shall assume and agree to pay, discharge and perform the following obligations and liabilities of DBC (collectively, the "DBC Assumed Obligations"): (i) all of the obligations and liabilities of DBC under the DBC Assumable Agreements, and (ii) all obligations and liabilities of DBC with respect to the ownership and operation of the DBC Assets and the conduct of the DBC Business, on and after the Closing Date; provided, however, that notwithstanding the foregoing, ATS shall not assume and agree to pay, and shall not be obligated with respect to, the DBC Nonassumed Obligations. (b) ATS shall not assume or become obligated to perform any debt, liability or obligation of DBC relating to any of the following matters (collectively, the "DBC Nonassumed Obligations"): (i) the ownership or operation of the DBC Assets or the conduct of the DBC Business prior to the Closing Date, including without limitation Taxes, unfunded pension costs, any Employment Arrangement of DBC (including without limitation any obligation to any DBC Employee for severance benefits, vacation time or sick leave), and any of the following to the extent same arise from Events occurring prior to or existing on the Closing Date: products liability, Legal Actions or other Claims, and obligations and liabilities relating to Environmental Law; (ii) any obligations or liabilities under the DBC Assumable Agreements relating to the period prior to the Closing; (iii) any insurance policies of DBC; (iv) those required to be disclosed in the DBC Disclosure Schedule which are not so disclosed or which, if disclosed, Section 2.2(b)(iv) of the DBC Disclosure Schedule indicates that such obligation or liability will not be assumed; (v) any liability or obligation from or relating to breach of any warranty or any misrepresentation by DBC under this Agreement or any Collateral Document; (vi) any liability or obligation from or relating to breach or violation of, or failure to perform, any of DBC's obligations, covenants, agreements or undertakings set forth in this Agreement or any Collateral Document, including without limitation Article 5 of this Agreement; (vii) any obligation or liability relating to any asset of DBC not included in the DBC Assets. (viii) any obligation or liability with respect to capitalized lease obligations or Indebtedness for Money Borrowed; (ix) any Taxes, fees, expenses or other amounts required to be paid by DBC pursuant to the provisions of this Agreement or any Collateral Document; and (x) any Contract with any Affiliate of DBC, other than those, if any, set forth in Section 2(b)(x) of the DBC Disclosure Schedule. All DBC Nonassumed Obligations shall remain and be the obligations and liabilities solely of DBC. (c) Notwithstanding anything contained in this Agreement to the contrary, except as set forth in Section 2.2(c) of the DBC Disclosure Schedule, all items of income and expense (including without limitation with respect to rent, utility charges, Pro Ratable Taxes and wages, salaries and accrued but unused vacation of DBC employees) arising from the ownership or operation of the DBC Assets or the conduct of the DBC Business shall be prorated as of 12:01 a.m., Eastern time, on the Closing Date, with DBC entitled to and responsible for any such items on or prior to the Closing Date and ATS entitled to and responsible for any such items relating to any subsequent period. For these purposes, Pro Ratable Taxes attributable to a period that begins before and ends after the Closing Date shall be treated on a "closing of the books" basis as two partial periods, one ending at the close of the Closing Date and the other beginning on the day after the Closing Date, except that Pro Ratable Taxes (such as property Taxes) imposed on a periodic basis shall be allocated on a daily basis. If either party shall have received any such revenues or paid any such expenses or charges which, pursuant to the terms hereof, the other party is entitled to or responsible for, it shall furnish the other party with a detailed statement of any such items as soon as practicable after receipt or payment thereof. The parties shall use their best efforts to agree upon such items and other adjustments prior to the Closing Date and, in any event, except as set forth in Section 2.2(c) of the DBC Disclosure Schedule, within sixty (60) days thereafter. If the parties are unable within such period to agree upon such items and other adjustments, DBC and ATS shall, within the following ten (10) days, jointly designate a nationally known independent public accounting firm to be retained to review such items and other adjustments. The fees and other expenses of retaining such independent public accounting firm shall be borne equally by DBC and ATS. Such firm shall report its conclusions as to such items and other adjustments pursuant to this Section and such report shall be conclusive on all parties to this Agreement and not subject to dispute or review. Upon such agreement or determination by such independent accounting firm, DBC or ATS, as the case may be, shall promptly reimburse the other party for any income received or expenses paid by the other party and not previously reimbursed or any other adjustment required by this Section. Nothing contained in this Section 2.2(c) is intended or shall be deemed to amend or modify the indemnification provisions of Article 8 nor to reallocate responsibility for the matters set forth therein.

  • Liabilities Assumed by Assuming Bank The Assuming Bank expressly assumes at Book Value (subject to adjustment pursuant to Article VIII) and agrees to pay, perform, and discharge all of the following liabilities of the Failed Bank as of Bank Closing, except as otherwise provided in this Agreement (such liabilities referred to as "Liabilities Assumed"): (a) Assumed Deposits, except those Deposits specifically listed on Schedule 2.1(a); provided, that as to any Deposits of public money which are Assumed Deposits, the Assuming Bank agrees to properly secure such Deposits with such of the Assets as appropriate which, prior to Bank Closing, were pledged as security therefor by the Failed Bank, or with assets of the Assuming Bank, if such securing Assets, if any, are insufficient to properly secure such Deposits; (b) liabilities for indebtedness secured by mortgages, deeds of trust, chattel mortgages, security interests or other liens on or affecting any Assets, if any; provided, that the assumption of any liability pursuant to this paragraph shall be limited to the market value of the Assets securing such liability as determined by the Receiver; (c) borrowings from Federal Reserve Banks and Federal Home Loan Banks, if any, provided, that the assumption of any liability pursuant to this paragraph shall be limited to the market value of the assets securing such liability as determined by the Receiver; and overdrafts, debit balances, service charges, reclamations, and adjustments to accounts with the Federal Reserve Banks as reflected on the books and records of any such Federal Reserve Bank within ninety (90) days after Bank Closing, if any; (d) ad valorem taxes applicable to any Asset, if any; provided, that the assumption of any ad valorem taxes pursuant to this paragraph shall be limited to an amount equal to the market value of the Asset to which such taxes apply as determined by the Receiver; (e) liabilities, if any, for federal funds purchased, repurchase agreements and overdrafts in accounts maintained with other depository institutions (including any accrued and unpaid interest thereon computed to and including Bank Closing); provided, that the assumption of any liability pursuant to this paragraph shall be limited to the market value of the Assets securing such liability as determined by the Receiver; (f) United States Treasury tax and loan note option accounts, if any; (g) liabilities for any acceptance or commercial letter of credit (other than "standby letters of credit" as defined in 12 C.F.R. Section 337.2(a)); provided, that the assumption of any liability pursuant to this paragraph shall be limited to the market value of the Assets securing such liability as determined by the Receiver; (h) duties and obligations assumed pursuant to this Agreement including without limitation those relating to the Failed Bank's credit card business, overdraft protection plans, safe deposit business, safekeeping business or trust business, if any; (i) liabilities, if any, for Commitments; (j) liabilities, if any, for amounts owed to any Subsidiary of the Failed Bank acquired under Section 3.1; (k) liabilities, if any, with respect to Qualified Financial Contracts; (l) duties and obligations under any contract pursuant to which the Failed Bank provides mortgage servicing for others, or mortgage servicing is provided to the Failed Bank by others; and (m) all asset-related offensive litigation liabilities and all asset-related defensive litigation liabilities, but only to the extent such liabilities relate to assets subject to a loss share agreement, and provided that all other defensive litigation and any class actions with respect to credit card business are retained by the Receiver. Schedule 2.1 attached hereto and incorporated herein sets forth certain categories of Liabilities Assumed and the aggregate Book Value of the Liabilities Assumed in such categories. Such schedule is based upon the best information available to the Receiver and may be adjusted as provided in Article VIII.

  • Indebtedness and Liabilities Incur, create, assume, become or be liable in any manner with respect to, or permit to exist, any Indebtedness or Liability, other than: (a) Indebtedness to the Lender for Advances, or otherwise; (b) Indebtedness and Liabilities with respect to trade obligations, accounts payable and other normal accruals incurred in the ordinary course of business, or with respect to which any of the Borrowers is contesting in good faith the amount or validity thereof by appropriate proceedings, and then only to the extent that the Borrowers have set aside on their books adequate reserves therefor; (c) Indebtedness under those Real Property Leases listed on Schedule "3.07" annexed hereto; (d) Indebtedness under Existing Operating Leases listed on Schedule "3.05" annexed hereto; (e) Existing Indebtedness, but only to the extent set forth on Schedule "6.01(e)" annexed hereto; (f) Purchase money Indebtedness or other Indebtedness incurred or assumed in connection with Investments (including the acquisition of additional assets or businesses) and Capital Expenditures made following the Agreement Date; provided, however, that: (i) the Borrowers shall, in connection with the incurrence of any and all such Indebtedness, be in compliance with the provisions of Section 6.06(c) and Section 6.09 hereof; and (ii) to the extent that the Borrowers shall elect to incur Indebtedness for money borrowed (other than purchase money Indebtedness) from any financial institution in connection with any permitted Investment contemplated by Section 6.06(c) hereof, they shall afford the Lender a right of first refusal to provide the financing therefor; provided, that the terms and conditions of any such financing which the Lender may (at their sole discretion) elect to offer shall be on terms and conditions which, in the aggregate, shall be no less favorable to the Borrowers than those offered by any other financial institution; (g) Intercompany Investments which are represented by instruments that are promptly delivered (with all necessary endorsements thereon) to the Lender pursuant to the Security Agreement; and (h) Subordinated Debt in such amounts and upon such terms and conditions as shall be reasonably acceptable to the Lender.