Other Assumed Liabilities Clause Samples
The "Other Assumed Liabilities" clause defines additional obligations or debts that the buyer agrees to take on as part of a transaction, beyond those specifically listed elsewhere in the agreement. This clause typically outlines categories or types of liabilities—such as pending lawsuits, contractual obligations, or environmental responsibilities—that the buyer will assume responsibility for after the closing of the deal. Its core practical function is to clearly allocate responsibility for certain liabilities, preventing disputes by specifying which party is accountable for obligations not expressly detailed in other sections of the contract.
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Other Assumed Liabilities. All Liabilities expressly assumed by the Purchaser under any provision of this Agreement, the Ancillary Agreements, or any other agreement, instrument or certificate delivered by the Purchaser in connection with the transactions contemplated hereby or thereby.
Other Assumed Liabilities. The parties further agree that, except as otherwise specifically set forth in this Distribution Agreement, the Merger Agreement, the Post-Closing Covenants Agreement or the Tax Disaffiliation Agreement, at or prior to the Time of Distribution, GBC shall, or shall cause the appropriate GBC Subsidiary to, unconditionally assume and undertake to pay, satisfy and discharge when due in accordance with their terms all Liabilities (whether arising before or after the Time of Distribution) of the Company and its Subsidiaries other than the Retained Liabilities (collectively, the "Assumed Liabilities"), and the Company shall retain, or shall, or shall cause the appropriate Retained Company to assume, and undertake to pay, satisfy and discharge when due in accordance with their terms all Liabilities (whether arising before or after the Time of Distribution (including, without limitation, all Liabilities to be reflected on the Closing Balance Sheet)) of the Company and its Subsidiaries to the extent arising out of the Retained Business (the "Retained Liabilities").
Other Assumed Liabilities. Debt to be Satisfied Prior to the Effective Date
Other Assumed Liabilities. All other Liabilities of the Seller Parties described on Schedule 2.3(d), but only to the extent that such Liabilities are related to the Business or the Purchased Assets.
Other Assumed Liabilities. All other Liabilities of NPS that are specifically enumerated as Assumed Liabilities on Schedule 3.1(d) attached hereto.
Other Assumed Liabilities. The Assignee hereby assumes and agrees with the Assignor to pay, perform, discharge or otherwise satisfy the Assumed Liabilities, pursuant to and in accordance with the Purchase Agreement.
Other Assumed Liabilities. The liabilities or obligations of Sellers and ▇▇▇▇▇▇▇▇▇▇, other than as listed on Schedule 2.1.d., as specifically listed in SCHEDULE 3.1.d. hereto.
Other Assumed Liabilities. Buyer will incur responsibility for any and all liabilities incurred under a certain Brand Licensing Agreement, dated June 25, 2014, and effective as of November 21, 2013 between Buyer and Seller.
Other Assumed Liabilities. All other Liabilities of the Seller Companies that are specifically enumerated as Assumed Liabilities on Schedule 2.1(h) attached hereto.
Other Assumed Liabilities. (i) Intellectual Property Registrations cancelled, terminated or not duly issued 3.8(f)(ii) Intellectual Property Applications not duly filed