Purchase of Assets Assumption of Liabilities Sample Clauses

The 'Purchase of Assets; Assumption of Liabilities' clause defines the terms under which a buyer acquires specific assets from a seller and assumes certain liabilities associated with those assets. Typically, this clause will detail exactly which assets are being transferred—such as equipment, inventory, or intellectual property—and specify which debts or obligations the buyer will take on, while excluding others. Its core function is to clearly delineate what is included in the transaction, thereby preventing misunderstandings and disputes over what is being bought and what responsibilities are being assumed.
Purchase of Assets Assumption of Liabilities. At the Closing, WWCI shall sell, transfer, convey, assign and deliver to DOR the Assets. In consideration of the assignment of the Assets by WWCI, at the Closing, DOR shall assume and agree to timely and fully pay and perform the Assumed Liabilities. The “Assets” means an undivided forty nine percent (49%) of the Oil & Gas Interests acquired by WWCI from SOI pursuant to the APA, including the rights, duties, obligations and liabilities of ownership of such Oil & Gas Interests, subject, however, to the following exception or modification and the exception set forth in Section 3. In lieu of acquiring an undivided forty nine percent (49%) record title interest in and to the each of the Leases, this Agreement will include and WWCI will convey to DOR an undivided forty nine percent (49%) operating right interest in and to each of the Leases with respect to depths from the surface of the earth down to and including the depth of 100,000 feet (the “Operating Right Depths”). All references hereafter in this Agreement to the Leases, or to any other Oil & Gas Interests (as defined in the APA), shall be deemed to be limited, where a depth would be applicable, to the Operating Right Depths. The “Assumed Liabilities” means an undivided forty nine percent (49%) of the liabilities and obligations arising under the APA and the rights, duties, obligations and liabilities of ownership of the Assets from and after the Effective Time, but specifically excluding any liabilities and obligations (i) arising under the Leases and the APA with respect to the plugging, abandonment, removal, restoration and decommissioning obligations (including, without limitation, “Final Decommissioning” as defined in the APA) with respect to those ▇▇▇▇▇, platforms, facilities and pipelines in existence as of the Effective Time and constituting part of the Assets and (ii) to fund the Escrow Account, as defined in the Escrow Agreement provided for in the APA (the “Excluded Liabilities”).
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Purchase of Assets Assumption of Liabilities. Buyer shall purchase all assets and assume all liabilities and obligations to any Transferred Employees for (x) holiday and vacation pay and sick pay arising on and after the Petition Date, and (y) base wages, and payroll Taxes relating thereto, for the period commencing on the first day of a regular payroll period that begins prior to, and ends after, the Closing Date, which regular payroll period shall not exceed 14 days. At the Closing, Buyer shall purchase all assets and assume all liabilities and obligations to all employees of the Business holiday and vacation pay and sick pay, whether arising before or and after December 7, 2003. Buyer shall assume and promptly indemnify Sellers from all liabilities and obligations for severance pay to employees of the Business who are terminated after the date of this Agreement (other than employees who were provided notice of termination prior to the date hereof). Notwithstanding any of the foregoing, Sellers shall pay all bonuses in respect of any period ending on or before December 31, 2003.
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Purchase of Assets Assumption of Liabilities. Section 2.1
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Purchase of Assets Assumption of Liabilities. (a) At the Closing, subject to the terms and conditions of this Agreement, Household Bank shall purchase from Sellers and Sellers shall sell, assign, transfer, convey and, other than as expressly otherwise provided in Section 3.6 hereof or in the Servicing Agreement or the Program Agreement, deliver to Household Bank (or, in accordance with the Transfer and Assumption Agreement, to HFC and HRSI Funding, Affiliates of Household Bank designated by Household Bank to receive the Securitization Assets), against payment of the Closing Purchase Price all of Sellers' right, title and interest as of the Cut-off Time in and to the Credit Card Assets. To the extent Credit Card Assets are owned by subsidiaries of the Company other than NBGL or SCC, Sellers shall fulfill their obligations hereunder by causing such subsidiaries to convey such Credit Card Assets to Household Bank. (b) Subject to the terms and conditions of this Agreement, effective as of the Closing: (i) Household Bank shall cause its Affiliates, HFC and HRSI Funding, to assume the Securitization Liabilities pursuant to the Transfer and Assumption Agreement. (ii) Household Bank shall assume the Assumed Liabilities other than the Securitization Liabilities. (c) The Parties expressly understand and agree that the Credit Card Assets are being conveyed to Household Bank or its designees, HFC or HRSI Funding, on an "AS IS, WHERE IS" basis, without recourse or warranty, except as otherwise expressly provided in this Agreement, which conveyance shall be made pursuant to the Assignment and Assumption Agreement and the Transfer and Assumption Agreement and the other instruments of conveyance to be delivered pursuant to this Agreement.
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Purchase of Assets Assumption of Liabilities. 1.1 Certain capitalized terms are defined in Section 8.1.
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Purchase of Assets Assumption of Liabilities. 2.1 Purchase of Assets and Assumption of Liabilities.....................11
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Purchase of Assets Assumption of Liabilities 
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Related to Purchase of Assets Assumption of Liabilities

  • Purchase and Sale of Assets Assumption of Liabilities 8 2.1 Purchase and Sale of Assets 8 2.2 Excluded Assets 10 2.3 Assumption of Liabilities 11 2.4 Excluded Liabilities 12 2.5 Further Conveyances and Assumptions; Consent of Third Parties 12 2.6 Purchase Price Allocation 13

  • Transfer of Assets and Assumption of Liabilities (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization:

  • 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.

  • 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 Assumed Liabilities (a) Except as expressly provided in Section 2.4(b), the Purchaser shall not assume, in connection with the transactions contemplated hereby, any liability or obligation of either Seller whatsoever, whether known, unknown, absolute, contingent or otherwise, and whether accrued or unaccrued. (b) Subject to the foregoing Section 2.4(a), effective as of the Closing Date, the Purchaser shall assume the following liabilities and obligations of the Sellers arising out of the use, ownership or operation of the Business, the Facilities or the other Assets (collectively, the “Assumed Liabilities”): (i) the obligations of the Sellers under (x) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (y) each JWWTP Agreement to the extent assigned to the Purchaser under the Assignment (JWWTP Agreements) and (z) each License included in the Assets required to be performed on or after the Closing Date; (ii) all accounts payable, accrued expenses and other current liabilities of the Sellers related to the Business and accrued or existing as of the Closing Date, but only to the extent included in the determination of Final Net Working Capital; (iii) all liabilities and obligations, known or unknown, relating to, resulting from, arising out of or in connection with, directly or indirectly, (A) events that occur, (B) services performed or products manufactured or sold, or (C) the ownership, operation or use of the Business and the Assets, in each case, from and after the Closing; (iv) liabilities and obligations relating to or arising from physical or bodily injuries to, or damage to the property of, third parties that occur from and after the Closing to the extent caused by the physical condition of the Assets (which are being transferred as-is, where-is); (v) liabilities arising in connection with any severance plan established by the Purchaser on or after the Closing Date; and (vi) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission after the Closing.