Common use of Assumed Liabilities Clause in Contracts

Assumed Liabilities. Upon the terms and subject to conditions set forth herein, Buyer shall assume, as of the Closing Date, and agrees to pay, perform and discharge, as and when due, the following liabilities, responsibilities and obligations:

Assumed Liabilities. Upon the terms and subject to conditions set forth herein, Buyer shall assume, as of On the Closing Date, Purchaser shall assume and agrees agree to undertake to pay, perform and discharge, discharge as and when due, and shall indemnify Seller for and hold Seller harmless from and against each of the following liabilitiesobligations, responsibilities responsibilities, liabilities and obligations:debts (collectively, the "Assumed Liabilities"):

Assumed Liabilities. Upon the terms and subject to conditions set forth herein, Buyer shall assume, Effective as of the Closing Date, Buyer shall assume and agrees agree to pay, to perform and discharge, as and to discharge when duedue the following Liabilities (collectively, the following liabilities, responsibilities and obligations:AAssumed Liabilities@):

Assumed Liabilities. Upon the terms and subject to conditions set forth herein, Buyer shall assume, as of On the Closing Date, the Purchaser shall assume, and agrees to pay, perform shall thereafter timely pay and discharge, as and when dueperform, the following liabilities, responsibilities obligations and obligations:liabilities of the Seller existing as of the Effective Time (the "Assumed Liabilities"):

Assumed Liabilities. Upon the terms and subject to conditions set forth herein, Buyer shall assume, as of On the Closing Date, Buyer shall assume and agrees agree to pay, perform and otherwise discharge, as without recourse to Seller or its Affiliates, all of the Liabilities of Seller and when dueits Affiliates, successors, assigns or Representatives which relate, directly or indirectly, to the Purchased Assets, other than Excluded Liabilities (collectively, the "Assumed Liabilities"), including the following liabilities, responsibilities and obligationssuch Liabilities:

Assumed Liabilities. Upon the terms and subject to conditions set forth herein, Buyer shall assumeshall, as of the Closing Date, expressly assume, and agrees agree to pay, perform and or otherwise discharge, as and when duethe same shall become due in accordance with their respective terms, the following liabilities, responsibilities obligations and obligations:commitments of Seller existing on or arising after the Closing Date (the "Assumed Liabilities"):

Assumed Liabilities. Upon At the terms Closing, Purchaser shall assume and subject to conditions shall timely pay, perform, fulfill and discharge all of Seller's liabilities and obligations due after the Closing Date on those Contracts and Liabilities set forth herein, Buyer shall assume, as of on SCHEDULE 3.2 (the Closing Date, and agrees to pay, perform and discharge, as and when due, the following liabilities, responsibilities and obligations:"Assumed Liabilities").

Assumed Liabilities. Upon On the Closing Date, Purchaser shall assume and pay, perform or otherwise discharge, in accordance with their respective terms and subject to the respective conditions set forth herein, Buyer shall assume, as of the Closing Date, and agrees to pay, perform and discharge, as and when duethereof, the following liabilitiesLiabilities (collectively, responsibilities and obligations:the “Assumed Liabilities”):

Assumed Liabilities. Upon the terms and subject to conditions set forth herein, Buyer shall assume, as of On the Closing Date, and Purchaser agrees to assume and pay, perform perform, comply with and dischargedischarge or otherwise satisfy, as and when due, the following liabilities, responsibilities liabilities and obligations:obligations of Seller (the "Assumed Liabilities"):

Assumed Liabilities. Upon Subsequent to the terms and subject to conditions set forth hereinClosing, Buyer shall assume, as of the Closing Date, and Purchaser agrees to pay, perform and discharge, discharge the Assumed Liabilities as and when they become due, including, without limitation, the following liabilitiesdischarge and performance when due of each and every obligation of Sellers to be satisfied or performed on or after the Closing Date, responsibilities under the Assumed Contracts and obligations:Assumed Executory Contracts.

Assumed Liabilities. Upon On the terms and subject to the conditions set forth contained herein, on the Closing Date, Buyer shall assumeassume and agree to perform and discharge when and as due the following liabilities and obligations, as of the same may exist at or accrue following the Closing Date, and agrees to pay, perform and discharge, as and when due, no others (the following liabilities, responsibilities and obligations:"Assumed Liabilities"):

Assumed Liabilities. Upon the terms and subject to conditions set forth herein, Buyer shall assume, as of On the Closing Date, Purchaser shall assume and agrees agree to pay, perform and discharge, discharge as and when due, only those obligations and liabilities of Seller set forth on Schedule 1.03 (collectively, the following liabilities, responsibilities and obligations:"Assumed Liabilities").

Assumed Liabilities. Upon the terms and subject to conditions set forth herein, Buyer shall assumePurchaser shall, as of the Closing Date, assume, and agrees agree to pay, perform and or otherwise discharge, as and when duethe same shall become due in accordance with their respective terms, the following liabilities, responsibilities obligations and obligations:commitments of Seller with respect to the Business (the “Assumed Liabilities”):

Assumed Liabilities. Upon the terms and subject to conditions set forth herein, Buyer shall assume, as of On the Closing Date, Buyer shall assume and agrees agree to pay, perform and dischargeotherwise discharge when due all of the following Liabilities of Seller arising or accruing on or after the Closing Date unless otherwise specified, as and when due(collectively, the following liabilities, responsibilities and obligations:"Assumed Liabilities"):

Assumed Liabilities. Upon the terms and subject to conditions set forth herein, Buyer shall assume, as of On the Closing Date, the Purchaser shall assume, and agrees to pay, perform shall thereafter timely pay and discharge, as and when dueperform, the following liabilities, responsibilities obligations and obligations:liabilities of the Sellers existing as of the Effective Time (the "Assumed Liabilities"):

Assumed Liabilities. Upon the terms and subject to conditions set forth herein, Buyer shall assume, as of On the Closing Date, and Purchaser agrees to assume and pay, perform perform, comply with and dischargedischarge or otherwise satisfy, as and when due, the following liabilities, responsibilities liabilities and obligations:obligations of Seller (the “Assumed Liabilities”):

Assumed Liabilities. Upon the terms Commencing from and subject to conditions set forth herein, Buyer shall assume, as of after the Closing Date, Purchaser shall assume and agrees agree to pay, perform and discharge, as and promptly when due, due the following liabilitiesduties, responsibilities liabilities and obligations:obligations (the “Assumed Liabilities”):

Assumed Liabilities. Upon As of the terms and subject to conditions set forth hereinClosing Date (as defined below), Buyer shall undertake, assume, and agree to perform, and otherwise pay, satisfy and discharge as of the Closing Datethe liability upon only those contracts or agreements, if any, designated by Buyer and agrees to pay, perform and discharge, as and when due, listed in Schedule 1.2(a) (the following liabilities, responsibilities and obligations:“Assumed Liabilities”).

Assumed Liabilities. Upon On the terms and subject to the conditions set forth contained herein, Buyer shall assume, as of on the Closing Date, Buyer shall assume and agrees agree to pay, perform and discharge, when and as and when due, all liabilities and obligations of the Seller, as the same may exist at or accrue following liabilitiesthe Closing Date as they relate to the Business, responsibilities including, without limitations, all employment agreements, the EEOC claims and obligations:leases.

Assumed Liabilities. Upon On the terms Closing Date and subject to conditions set forth herein, Buyer shall assume, as of the Closing DateClosing, Buyer assumes and agrees to pay, perform and discharge, as and discharge when due, the following liabilitiesdebts, responsibilities liabilities and obligations:obligations related to the Brands, arising out of or pertaining to the following (collectively, the "Assumed Liabilities"):

Assumed Liabilities. Upon the terms and subject to conditions set forth herein, Buyer shall assume, as of On the Closing Date, Buyer shall assume and agrees agree to pay, perform and discharge, as and otherwise discharge when duedue all of the following Liabilities of Seller arising or accruing on or after the Closing Date unless otherwise specified (collectively, the following liabilities, responsibilities and obligations:"Assumed Liabilities"):

Assumed Liabilities. Upon and subject to the terms and subject to conditions set forth provided herein, Buyer shall assume, as of on the Closing Date, the Buyer shall assume and agrees agree to pay, perform and discharge, as and discharge when due, due the following liabilities, responsibilities and obligations:Assumed Liabilities.

Assumed Liabilities. Upon On the Closing Date, but as of the Effective Date, Buyer shall assume and agree to discharge the following obligations and liabilities of Sellers with respect to the Purchased Assets in accordance with their respective terms and subject to the respective conditions set forth herein, Buyer shall assume, as of the Closing Date, and agrees to pay, perform and discharge, as and when due, the following liabilities, responsibilities and obligationsthereof:

Assumed Liabilities. Upon ‌ Subject to Closing, the terms and subject to conditions set forth herein, Buyer shall assume, as of the Closing Date, and Purchaser agrees to paydischarge, perform and discharge, fulfil the following obligations and liabilities of the Vendor with respect to the Purchased Business and the Purchased Assets as and when duefrom the Effective Time (collectively, the following liabilities, responsibilities and obligations:“Assumed Liabilities”):

Assumed Liabilities. Upon the terms From and subject to conditions set forth herein, Buyer shall assume, as of after the Closing Date, Purchaser will assume and agrees agree to pay, defend, discharge and perform and discharge, as and when due, due only the following liabilities, responsibilities and obligations:obligations of Seller that arise on or after the Closing Date under the Contracts (collectively the “Assumed Liabilities”).

Assumed Liabilities. Upon the terms and subject to conditions set forth herein, Buyer shall assume, as of On the Closing Date, and Buyer agrees to assume, pay, perform and dischargedischarge or otherwise satisfy, as applicable, all executory obligations of Seller arising from and when dueafter the Closing Date under the Assigned Contracts, except for any obligations for or in respect of non-performance or breach by Seller of any Assigned Contract (the following liabilities, responsibilities and obligations:“Assumed Liabilities”).

Assumed Liabilities. Upon the terms Purchaser is, on and subject to conditions set forth herein, Buyer shall assume, as of the Closing Date, ------------------- expressly assuming and agrees agreeing to pay, perform and dischargeor otherwise discharge as the same shall become due in accordance with their respective terms, as and when due, all of the following liabilities, responsibilities obligations and obligations:commitments of Seller existing or arising on or after the Closing Date (the "Assumed Liabilities"): -------------------

Assumed Liabilities. Upon the terms and subject to conditions set forth herein, Buyer shall assume, as of On the Closing Date, Purchaser shall assume and agrees agree to undertake to pay, perform and discharge, discharge as and when due, and shall indemnify Sellers and CASH for and hold Sellers and CASH harmless from and against each of the following liabilitiesobligations, responsibilities responsibilities, liabilities and obligations:debts of Sellers and CASH (collectively, the "Assumed Liabilities"):

Assumed Liabilities. Upon the terms and subject to conditions set forth herein, Buyer shall assume, as of On the Closing Date, Purchaser shall assume and agrees agree to paydischarge or perform all liabilities, perform obligations and dischargecommitments of the Seller arising under the Assumed Contracts to the extent arising, as and when dueor resulting from events or conditions occurring after the Closing Date (collectively, the following liabilities, responsibilities and obligations:"Assumed Liabilities").

Assumed Liabilities. Upon the terms and subject to conditions set forth herein, Buyer shall assume, as of On the Closing Date, Buyer shall assume and agrees agree to pay, perform and dischargedischarge all obligations and liabilities of the Company (and, as and when duewhere specifically indicated below, the Affiliates of the Company) of every kind or nature in accordance with their respective terms, in each case, except for the Excluded Liabilities, including the following liabilities(collectively, responsibilities and obligations:the “Assumed Liabilities”):

Assumed Liabilities. Upon the terms and subject to conditions set forth herein, Buyer shall assume, as of On the Closing Date, the Purchaser shall assume and agrees to become responsible for, and shall thereafter pay, perform and discharge, discharge as and when duedue only those liabilities of the Seller forth below (collectively, the following liabilities, responsibilities and obligations:“Assumed Liabilities”):

Assumed Liabilities. Upon the terms On and subject to conditions set forth herein, Buyer shall assume, as of from the Closing Date, Buyer shall assume and agrees agree to pay, perform discharge and discharge, as and when due, shall keep the Seller indemnified against the following liabilities, responsibilities obligations and obligationsliabilities of Seller relating to the Business:

Assumed Liabilities. Upon the terms and subject to conditions set forth herein, Buyer shall assume, as of On the Closing Date, and Purchaser agrees to assume, pay, perform and dischargedischarge or otherwise satisfy, as applicable, all executory obligations of Seller arising from and when dueafter the Closing Date under the Assigned Contracts, except for any obligations in respect of non-performance or breach by Seller of any Assigned Contract, any Excluded Liabilities in Section 1.3, and any items that are to be resolved prior to closing, as listed in Section 3.4 Condition to Closing (the following liabilities, responsibilities and obligations:“Assumed Liabilities”).

Assumed Liabilities. Upon the terms and subject to conditions set forth herein, Buyer shall assume, as of On the Closing Date, Purchaser shall assume, become responsible for and agrees agree to pay, perform and dischargedischarge as they become due, from and after the Closing, only the following Liabilities of Sellers and their Affiliates, as and when dueapplicable, other than the Excluded Liabilities (collectively, the following liabilities, responsibilities and obligations:“Assumed Liabilities”):

Assumed Liabilities. Upon the terms From and subject to conditions set forth herein, Buyer shall assume, as of after the Closing Date, and Purchaser agrees to assume and to fully pay, perform and discharge, as satisfy and perform when due, all Liabilities with respect to the Contracts, and work in progress, or arise out of the Transferred Assets following liabilitiesthe Closing (the “Assumed Liabilities”), responsibilities and obligationsother than Excluded Liabilities, including the following:

Assumed Liabilities. Upon the terms and subject to conditions set forth herein, Buyer shall assume, as As of the Closing Date, Buyer shall assume and agrees to pay, perform and discharge, and perform as appropriate, only those obligations of Seller relating to the Assets accruing or arising with respect to periods on or after the Closing Date and when dueno others (collectively, the following liabilities, responsibilities and obligations:"Assumed Liabilities").

Assumed Liabilities. Upon the terms and subject to conditions set forth herein, Buyer shall assume, as of On the Closing Date, Purchaser shall assume and agrees agree to pay, perform and discharge, and shall pay, perform and discharge as and when they become due, the following liabilities, responsibilities and obligations:Liabilities of Sellers (the "Assumed Liabilities"):

Assumed Liabilities. Upon the terms On and subject to conditions set forth herein, Buyer shall assume, as of from the Closing Date, Buyer -------------------- shall assume and agrees agree to pay, perform discharge and discharge, as and when due, shall keep Seller indemnified against the following liabilities, responsibilities obligations and obligationsliabilities of Seller relating to the Business:

Assumed Liabilities. Upon the terms and subject to conditions set forth herein, Buyer shall assume, as of On the Closing Date, Buyer shall assume and agrees agree to pay, perform and dischargedischarge or perform, as and when dueappropriate, the following liabilities, responsibilities liabilities and obligations:obligations of Seller (the "ASSUMED LIABILITIES"):

Assumed Liabilities. Upon On the Closing Date, Buyer shall assume and agree to discharge fully and timely the following obligations and liabilities of Seller respecting the Transferred Assets accruing or incurred from and after the Effective Time, in accordance with their respective terms and subject to the respective conditions set forth herein, Buyer shall assume, as of the Closing Date, and agrees to pay, perform and discharge, as and when due, the following liabilities, responsibilities and obligationsthereof:

Assumed Liabilities. Upon Subject to the terms and subject to conditions set forth herein, Buyer shall assumethe Purchaser agrees that, as of on the Closing Date, the Purchaser shall assume and agrees to thereafter pay, perform and dischargeor discharge when due or required to be performed, as the case may be, all ordinary course obligations and when dueLiabilities of the Sellers relating to the Business to the extent existing on the Closing Date (the "Assumed Liabilities") including, the following liabilities, responsibilities and obligationswithout limitation:

Assumed Liabilities. Upon At the Closing, upon the terms and ------------------- subject to the conditions set forth contained herein, Buyer Purchaser shall assume, effective as of the Closing Date, and agrees to pay, perform and dischargedischarge in accordance with their terms, as only the following obligations and when dueliabilities of Seller to the extent that they accrue on or after, and relate to periods commencing after, the following liabilitiesClosing Date (collectively, responsibilities and obligations:"Assumed Liabilities"):

Assumed Liabilities. Upon the terms and subject to conditions set forth herein, Buyer shall assume, as of On the Closing Date, Purchaser shall assume ------------------- and agrees agree to undertake to pay, perform and discharge, discharge as and when due, the following liabilitiesand shall indemnify Seller for and hold Seller harmless from and against all obligations, responsibilities and obligations:liabilities incurred in connection with the performance by Purchaser of the Corporation Agreements from and after the Closing Date (collectively, the "Assumed Liabilities").

Assumed Liabilities. Upon the terms and subject to conditions set forth herein, Buyer shall assume, as of On the Closing Date, the Buyer shall assume and agrees agree to pay, perform and discharge, as and discharge when due, due the following liabilitiesliabilities and obligations of the Sellers (the "Assumed Liabilities"), responsibilities in accordance with the respective terms and obligationssubject to the respective conditions thereof:

Assumed Liabilities. Upon the terms and subject to conditions set forth herein, Buyer shall assume, as of On the Closing Date, Purchasers shall, as applicable, assume and agrees agree to pay, perform and discharge, as discharge when due the following Liabilities and when dueobligations of Sellers arising out of or related to the Assets (collectively, the following liabilities, responsibilities and obligations:“Assumed Liabilities”):

Assumed Liabilities. Upon On the Closing Date, Purchaser shall assume and agree to discharge the following obligations and liabilities of Seller with respect to the Acquired Assets, in accordance with their respective terms and subject to the respective conditions set forth herein, Buyer shall assume, as of the Closing Date, and agrees to pay, perform and discharge, as and when due, the following liabilities, responsibilities and obligationsthereof:

Assumed Liabilities. Upon On the Closing Date, the Purchaser shall assume and agree to discharge the following obligations and liabilities of Seller in accordance with their respective terms and subject to the respective conditions set forth herein, Buyer shall assume, thereof (herein referred to as of the Closing Date, and agrees to pay, perform and discharge, as and when due, the following liabilities, responsibilities and obligations:“Assumed Liabilities”):

Assumed Liabilities. Upon the terms and subject to the conditions set forth contained herein, Buyer shall assume, as of on the Closing Date, and Purchaser agrees to pay, perform and dischargeperform, as and when duedischarge or otherwise satisfy in accordance with their respective terms, all of the following liabilities, responsibilities and obligations:Assumed Liabilities.

Assumed Liabilities. Upon On the Closing Date, Purchaser shall assume and agree to pay and discharge the Assumed Liabilities described below and deliver to Seller the Instrument of Assumption pursuant to which Purchaser shall assume and agree to pay and discharge the Assumed Liabilities in accordance with their respective terms and subject to the respective conditions set forth herein, Buyer shall assume, as of the Closing Date, and agrees to pay, perform and discharge, as and when due, the following liabilities, responsibilities and obligations:thereof.

Assumed Liabilities. Upon On the terms and subject to conditions set forth hereinClosing Date, Buyer shall assume, as of the Closing Date, satisfy and agrees shall agree to pay, perform or discharge all Liabilities of Seller and dischargeits Affiliates related to, as and when dueand/or arising from, the following liabilitiesAcquired Assets (the “Assumed Liabilities”), responsibilities and obligationsincluding:

Assumed Liabilities. Upon the terms and subject to conditions set forth herein, Buyer shall assume, as of On the Closing Date, Purchaser shall assume, become responsible for and agrees agree to pay, perform and dischargedischarge as they become due, from and after the Closing, only the following Liabilities of Sellers and their Affiliates, as and when dueapplicable, other than the Excluded Liabilities (collectively, the following liabilities, responsibilities and obligations:"Assumed Liabilities"):

Assumed Liabilities. Upon the terms and subject to conditions set forth herein, Buyer shall assume, Effective as of the Closing Date, Purchaser will assume and agrees agree to pay, honor, perform and dischargedischarge when due and payable, as and, subject to the limitations on Seller’s right to be indemnified by Purchaser pursuant to Article VIII, indemnify Seller and when dueits Affiliates and hold them harmless from, the following liabilities, responsibilities and obligations:Assumed Liabilities.

Assumed Liabilities. Upon On the Closing Date, the Purchaser shall assume and agree to discharge the following obligations and liabilities of Seller in accordance with their respective terms and subject to the respective conditions set forth herein, Buyer shall assume, thereof (herein referred to as of the Closing Date, and agrees to pay, perform and discharge, as and when due, the following liabilities, responsibilities and obligations:"Assumed Liabilities"):

Assumed Liabilities. Upon the terms and subject to conditions set forth herein, Buyer shall assume, Effective as of the Closing Date, Buyer shall assume, and hereby agrees to pay, perform and discharge, as perform, satisfy and fulfill when due, the following liabilitiesand to defend, responsibilities indemnify, and obligationssave and hold harmless Seller from Losses with respect to Assumed Liabilities including without limitation:

Assumed Liabilities. Upon the terms and subject to conditions set forth herein, Buyer shall assume, as of On the Closing Date, and Purchaser agrees to assume, pay, perform and dischargedischarge or otherwise satisfy, as applicable, all executory obligations of Seller arising from and when due, after the following liabilities, responsibilities and obligations:Closing Date under the Assigned Contracts that are specifically listed on Schedule 1.2 (the “Assumed Liabilities”).

Assumed Liabilities. Upon the terms and subject to conditions set forth herein, Buyer shall assume, as As of the Closing Date, Buyer will assume and agrees agree to paydischarge all liabilities, perform and discharge, as and when due, the following liabilitiesduties, responsibilities and obligations:other obligations of the Seller arising from and after the consummation of the Closing under the Assigned Contracts (collectively the “Assumed Liabilities”) including;