Example ContractsClausesAssumption of Liabilities
Assumption of Liabilities
Assumption of Liabilities contract clause examples

Assumption of Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, at Closing, Buyer shall assume and undertake to discharge in full the obligations and liabilities listed below (“Liabilities”):

Assumption of Liabilities. Effective as of the Closing, Purchaser shall assume all of the Assumed Liabilities. Except for the assumption of the Assumed Liabilities as expressly provided herein and in the Bill of Sale, Purchaser does not assume or agree to assume or pay any obligations, liabilities, indebtedness, duties, responsibilities, or commitments of Seller of any nature whatsoever, whether known or unknown, absolute or contingent, due or to become due. Notwithstanding any other provision of this Agreement, in no event shall Purchaser be deemed to assume or incur any liability or obligation for or with respect to or arising out of any Excluded Liability.

Assumption of Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, at Closing, Buyer shall assume and undertake to discharge in full the obligations and liabilities listed below (“Liabilities”):

Assumption of Liabilities. Subject to Section 1.7 hereof, Devon and DEPCO hereby assume joint and several liability for all obligations under the Plan, including the payment of benefits and expenses thereunder. All provisions of the Plan referring to the Employer's obligation to pay benefits and all provisions of the Plan that are protective or exculpatory with respect to the Employer shall be construed to refer to Devon and DEPCO.

Assumption of Liabilities. Effective as of the Closing, subject to the terms and conditions set forth in the Agreement, Buyer does hereby assume all of the future liabilities associated with the Tangible Personal Property and Assets purchased by Buyer (“Assumed Liabilities”). The assumption by Buyer of the Assumed Liabilities shall not enlarge any rights or remedies of any third parties under any contracts or arrangements with Seller. Nothing herein shall prevent Buyer from contesting with a third party in good faith any of the Assumed Liabilities. Except for the Assumed Liabilities and as set forth in the Assignment and Assumption of Intangible Property of even date herewith between Seller and Buyer, Buyer shall not assume or be bound by any obligations of Seller of any kind or nature, contingent or otherwise.

Assumption of Liabilities. Devon hereby assumes liability for all obligations under the Plan, including the payment of benefits and expenses thereunder. All provisions of the Plan referring to the Company’s obligation to pay benefits and all provisions of the Plan that are protective or exculpatory with respect to the Company shall be construed to refer to Devon.

Assumption of Liabilities. Other than the Assumed Liabilities set forth on Schedule A, which shall be assumed by KII at closing pursuant to an Assignment, Bill of Sale and Assumption Agreement in substantially the form of Exhibit A annexed hereto, KII shall not assume, pay or discharge, and shall not be liable for, and Seller, Representing Party and LD shall, jointly but not severally, discharge, indemnify and hold YGYI, KII and each of their Affiliates (and their respective officers and directors) harmless, in accordance with the provisions of, and subject to the conditions and limitations set forth in, Article IX hereof, from and against, any liability (actual or contingent), loss, commitment, obligation or expense of Seller, LD or the Representing Party:

Assumption of Liabilities Subject to the terms and conditions hereof, at the Closing Buyer shall assume and agree to pay, perform, assume and discharge when due the following liabilities existing at or arising on or after the Closing Date (collectively, the “Assumed Liabilities”):

Assumption of Liabilities. Effective as of the Closing, Purchaser shall assume all of the Assumed Liabilities. Except for the assumption of the Assumed Liabilities as expressly provided herein and in the Bill of Sale, Purchaser does not assume or agree to assume or pay any obligations, liabilities, indebtedness, duties, responsibilities, or commitments of Seller of any nature whatsoever, whether known or unknown, absolute or contingent, due or to become due. Notwithstanding any other provision of this Agreement, in no event shall Purchaser be deemed to assume or incur any liability or obligation for or with respect to or arising out of any Excluded Liability.

Assumption of Liabilities. Effective as of the Effective Date, OpCo hereby delegates and assigns to the Partnership, and the Partnership hereby assumes and agrees to fully and timely pay, perform, discharge and otherwise satisfy, as and when due, all Liabilities relating to each of the following:

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