Common use of Purchase of Assets Assumption of Liabilities Clause in Contracts

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”).

Purchase of Assets Assumption of Liabilities. At (A) Subject to the Closingterms and conditions set forth herein, WWCI shall sellon the Closing Date (as hereinafter defined), transferSeller agrees to sell and convey to Purchaser, conveyand Purchaser agrees to purchase from Seller, assign (i) the Real Property, (ii) all equipment, furniture, furnishings, fixtures, inventories, supplies and deliver all other tangible personal property located on the Real Property and the Facility (collectively, the "Personal Property") (iii) goodwill, going concern and all existing warranties and guaranties (express or implied) with respect to DOR the Assets. In consideration Real Property or the Personal Property, (iv) all rights of Seller in, to and under all assignable contracts, leases and other agreements, and any amendments or modifications thereto (collectively, "Contracts") used or useful in the operation of the assignment Facility as of the date hereof or made or entered into by Seller between the date hereof and the Closing Date in compliance with this Agreement (collectively, the "Facility Agreements"), including but not limited to any admission agreements entered into in the ordinary course of business with residents of the Facility (collectively, the "Resident Agreements"); provided, however, Purchaser may, in its sole discretion, decline to assume any such Contract, and (v) copies of all of the books, records, accounts, files, logs, ledgers and journals pertaining to or used in the operation of the Facility, other than Excluded Assets by WWCI(collectively referred to as the "Property"). The term Property shall not include the following assets as they shall exist on or before the Closing Date: Seller's cash balances; Seller's accounts receivable; and all books and corporate records of Seller (the "Excluded Assets"), (B) Purchaser acknowledges the existence of, and Purchaser shall at the Closing, DOR shall Closing assume and agree to timely and fully pay pay, discharge and perform the Assumed Liabilities. The “Assets” means an undivided forty nine percent (49%) of the Oil & Gas Interests acquired by WWCI when due, from SOI pursuant to the APAand after Closing, 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 all liabilities and obligations arising under the APA Facility Agreements transferred to Purchaser in accordance with this Agreement to the extent such liabilities and the rights, duties, obligations arise during and liabilities of ownership of the Assets relate to any period from and after the Effective TimeClosing Date (collectively, but specifically excluding the "Assumed Obligations"). Purchaser does not and shall not assume any liabilities liability or obligation of Seller whatsoever other than the Assumed Obligations. By way of example and obligations (i) arising under the Leases not limitation, Purchaser does not and the APA with respect shall not assume any liability or obligation of Seller relating to the plugging, abandonment, removal, restoration and decommissioning obligations (including, without limitation, “Final Decommissioning” as defined in period prior to 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”)Closing.

Purchase of Assets Assumption of Liabilities. (a) At the Closing, WWCI subject to the terms and conditions of this Agreement: (i) GE Capital shall purchase from Sellers and Sellers shall sell, assign, transfer, conveyconvey and, assign and other than as expressly otherwise provided in Section 3.5 hereof or in the Interim Processing Agreement or the Program Agreements, deliver to DOR the Assets. In consideration GE Capital all of Sellers' right, title and interest as 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 Cut-off Time in and to the each Credit Card Assets other than the Consumer Account Assets and the Securitization Assets, free and clear of all Liens other than Permitted Liens; and (ii) Monogram shall purchase from Sellers and Sellers shall sell, assign, transfer, convey and, other than as expressly otherwise provided in Section 3.5 hereof or in the Interim Processing Agreement or the Program Agreements, deliver to Monogram all of Sellers' right, title and interest as of the Leases, this Agreement will include and WWCI will convey to DOR an undivided forty nine percent (49%) operating right interest Cut-off Time in and to each Consumer Account Assets, free and clear of the Leases with respect to depths all Liens other than Permitted Liens; (iii) Star Receivables Funding, Inc. shall purchase from the surface of the earth down to JCPR and including the depth of 100,000 feet (the “Operating Right Depths”). All references hereafter JCPR shall sell, assign, transfer, convey and, other than as expressly otherwise provided in this Agreement to the Leases, Section 3.5 hereof or to any other Oil & Gas Interests (as defined in the APA)Interim Processing Agreement or the Program Agreements, shall be deemed deliver to be limitedStar Receivables Funding, where a depth would be applicableInc. all of its right, to the Operating Right Depths. The “Assumed Liabilities” means an undivided forty nine percent (49%) of the liabilities title 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 interest as of the Effective Cut-Off Time in and constituting part to the Securitization Assets, free and clear of all Liens other than Permitted Liens. (b) Subject to the terms and conditions of this Agreement, effective as of the Assets Closing, GE Capital shall assume the GE Capital Assumed Liabilities, Monogram shall assume the Monogram Assumed Liabilities and (ii) to fund Star Receivables shall assume the Escrow AccountStar Receivables Assumed Liabilities. Buyers shall not assume or otherwise become liable for, as defined in and Sellers shall retain all liability for, the Escrow Agreement provided for in the APA (the “Excluded Liabilities”). (c) The Parties expressly understand and agree that the Credit Card Assets are being conveyed to Buyers on an "AS IS, WHERE IS" basis, except as otherwise expressly provided in this Agreement, which conveyance shall be made pursuant to one or more Assignment and Assumption Agreements and the other instruments of conveyance to be delivered pursuant to this Agreement.