Undertake new borrowings from any third party, issuance of corporate bonds, assumption of liabilities, guarantee of liabilities or other act incurring liabilities
SECTION # Assumption of Liabilities. The Assumed Liabilities are all of the Liabilities of Seller, or any of its predecessors in interest, of any kind, character or description whatsoever, other than the Retained Liabilities.
Assumption of the liabilities as set forth on [Exhibit 1.1] (a).
No Proceeding or Litigation ARTICLE 9 ASSUMPTION OF LIABILITIES AND INDEMNIFICATION
Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500 (provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment), and the Eligible Assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire.
Issuance or Assumption. Notwithstanding any other provision of this Plan, and without affecting the number of Shares otherwise reserved or available under this Plan, in connection with any merger, consolidation, acquisition of property or stock, or reorganization, the Administrator may authorize the issuance or assumption of awards under this Plan upon such terms and conditions as it may deem appropriate.
Assumption or Replacement. If the Company is the surviving entity and an outstanding Award is not adjusted as necessary to preserve the intrinsic value of the Award or if the Companys successor does not irrevocably assume the Companys obligations under this Plan or replace the outstanding Awards with Awards having substantially the same intrinsic value and having terms and conditions no less favorable to the Participant than those applicable to the Awards immediately prior to the Change in Control then, without any action by the Committee or the Board, each such outstanding Award granted under the Plan shall become immediately vested and, if applicable, exercisable, in full.
an assignment and assumption agreement in substantially the form attached hereto as Exhibit D (the Assignment and Assumption Agreement), pursuant to which # Seller shall assign to Buyer all of Sellers right, title and interest in, to and under the Contracts included as Acquired Assets and # Buyer shall assume all Liabilities under such Contracts and all other Assumed Liabilities;
Prior to the Closing Date, the Company and Shareholders shall cause all long-term liabilities of the Company to be satisfied, including but not limited to those liabilities arising under any employment agreements with employees of the Company, which were executed prior to the Closing Date, and Shareholders shall indemnify, hold harmless and release the Company from such liabilities, except those liabilities listed on [Schedule 7.11] attached hereto (the “Permitted Liabilities”).
Computation of Liabilities. To the extent permitted or required, the taxable year of the Company that includes the Closing Date shall close as of the end of the Closing Date. Whenever it is necessary to determine the liability for Taxes for a Straddle Period relating to:
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