Assumption of Defense. In the event the Company shall be requested by Indemnitee to pay the Expenses of any proceeding, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, or to participate to the extent permissible in such proceeding, with counsel reasonably acceptable to Indemnitee. Upon assumption of the defense by the Company and the retention of such counsel by the Company, the Company shall not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that Indemnitee shall have the right to employ separate counsel in such proceeding at Indemnitee’s sole cost and expense. Notwithstanding the foregoing, if Indemnitee’s counsel delivers a written notice to the Company stating that such counsel has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or the Company shall not, in fact, have employed counsel or otherwise actively pursued the defense of such proceeding within a reasonable time, then in any such event the fees and Expenses of Indemnitee’s counsel to defend such proceeding shall be subject to the indemnification and advancement of Expenses provisions of this Agreement.

EXCEPT AS OTHERWISE PROVIDED HEREIN, LICENSEE HEREBY EXPRESSLY ASSUMES THE ENTIRE RISK OF USING THE SYSTEM.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and any tax forms or documentation required to be delivered under [Section 2.14(e)].

ASSIGNMENT AND ASSUMPTION. The [[Organization D:Organization]] hereby sells and assigns to the [[Organization C:Organization]], and the [[Organization C:Organization]] hereby purchases and assumes from the [[Organization D:Organization]], an interest in and to the [[Organization D:Organization]]’s rights and obligations under the Loan Agreement and the other Loan Documents in the amount and Pro Rata Share specified in Item 2 of [Schedule 1] of all outstanding rights and obligations under the Loan Agreement and the other Loan Documents. The Pro Rata Share of the [[Organization C:Organization]] and the [[Organization D:Organization]], after giving effect to this Assignment Agreement, is set forth in Item 3 of [Schedule 1].

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 Company’s successor does not irrevocably assume the Company’s 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 Seller’s 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;

No Undisclosed Material Liabilities. Except as disclosed in the Parent SEC Documents filed prior to the date hereof, there are no Liabilities of Parent or any of the Parent Subsidiaries, whether accrued, contingent, absolute or determined other than: # Liabilities reflected on the financial statements (including the notes thereto), or # Liabilities incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet as would not, individually or in the aggregate, constitute a Buyer Party Material Adverse Effect.

[[Organization B:Organization]] has no debt, obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether asserted or unasserted, whether due or to become due, whether or not known to [[Organization B:Organization]]) arising out of any transaction entered into prior to the Closing Date or any act or omission prior to the Closing Date which individually or taken together would constitute a Material Adverse Effect on [[Organization B:Organization]] and have no debt, obligation or liability to each other or any of the ​ or their affiliates, except to the extent specifically set forth on or reserved against on the Balance Sheet of [[Organization B:Organization]] The financial statements are consistent with the books and records of [[Organization B:Organization]] and fairly present in all material respects the financial condition, assets and liabilities of [[Organization B:Organization]], as applicable, taken as a whole, as of the dates and periods indicated, and were prepared in accordance with GAAP (except as otherwise indicated therein or in the notes thereto).

Absence of Undisclosed Liabilities. Except as stated or adequately reserved against in the financial statements of Borrower, or incurred as a result of or arising out of the transactions contemplated under the Loan Documents, Borrower has no liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown, that has had or would reasonably be expected to have a Material Adverse Effect.

Liabilities of the Company. Seller warrants that the Company has no outstanding liabilities or contingent liabilities other than the debts outlined in SEC filings of the past twelve (12) months.