Assumed Liabilities Sample Clauses
The "Assumed Liabilities" clause defines which specific debts, obligations, or responsibilities the buyer agrees to take on from the seller in a transaction, such as an asset purchase. Typically, this clause lists or describes the liabilities that will transfer to the buyer, which may include certain contracts, outstanding payments, or ongoing service obligations, while excluding others that remain with the seller. Its core practical function is to clearly allocate responsibility for existing and future liabilities, thereby preventing disputes over who is accountable for particular obligations after the transaction closes.
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Assumed Liabilities. At the Closing, in accordance with and pursuant to the terms and conditions of this Agreement, Buyer shall assume and agree to satisfy and discharge only the following Liabilities, except to the extent specifically identified as Excluded Liabilities (collectively, the “Assumed Liabilities”):
(a) all Liabilities of the Transferred Group arising or accruing after the Closing;
(b) all Liabilities arising out of or relating to any Transferred Asset or the operation of the Business, to the extent arising or accruing after the Closing, including all Liabilities arising after the Closing out of or relating to the design, manufacture, testing, marketing, Labeling, distribution, use or sale of any Products;
(c) all Liabilities in respect of any Proceedings, to the extent arising out of or relating to any Transferred Asset or the operation of the Business after the Closing;
(d) all Liabilities to suppliers for materials and services related to the Business ordered prior to the Closing, but scheduled to be delivered or provided and paid for thereafter (including all orders for active pharmaceutical ingredients primarily related to the Products), and all Liabilities to customers under purchase orders received for Products that have not yet been shipped or delivered at Closing;
(e) all Liabilities under any Business Contracts, in each case except to the extent that such Liabilities relate to any failure to perform or other breach, default or violation by Seller Parent or any of its Subsidiaries under any such Business Contract prior to the Closing;
(f) all Liabilities with respect to Products sold on or after the Closing, including all Liabilities for any returns, credits, rebates, refunds or other amounts payable in respect of, or Claims with respect to, any such Product;
(g) all Liabilities with respect to (i) the Continuing Employees in respect of service on and after the Closing and (ii) the Business Benefit Plans, in each case, except as set forth in Article VII;
(h) all Liabilities under any Permits or Regulatory Registrations included in the Transferred Assets to the extent arising after the Closing;
(i) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties after the Closing in connection with the Business or the Products, including pursuant to the terms of the Contingent Payment Contracts;
(j) the Current Liabilities at Closing, to the extent reflected as such in the Final Closing Statement; and
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Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to assume and agree to pay, discharge and perform in accordance with their terms, only the following liabilities, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing (the “Assumed Liabilities”):
(i) all liabilities, commitments and obligations arising under any of the Assumed Contracts to the extent such liabilities, commitments and obligations are required to be performed on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing;
(ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a);
(iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and
(iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so included.
Assumed Liabilities. On the Closing Date, Purchaser shall assume and become liable for, and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, the following liabilities and obligations relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) (collectively, the “Assumed Liabilities”):
(a) all liabilities required to be paid, performed or discharged under the Assigned Contracts and Orders from and after the Closing Date (other than such liabilities that were otherwise required to have been paid, performed or discharged prior to the Closing Date and relate to goods or services received or sold prior to the Closing Date);
(b) all liabilities and obligations required to be performed or discharged under the Assigned Contracts and Orders from and after the Closing Date;
(c) all liabilities and obligations of Reliant under the Nizatidine Supply Agreement assumed by Purchaser pursuant to the Nizatidine Supply Agreement Assignment;
(d) all Losses arising out of claims of third parties due to the use or sale of the Product (whether or not defective) sold from and after the Closing Date by Purchaser or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold from and after the Closing Date; and
(e) subject to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, sold by Purchaser after the Closing Date.
Assumed Liabilities. Section 2.3
Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assume, effective as of 12:00:01 a.m. on the Closing Date, and from and after the Closing Purchaser shall pay, perform and discharge when due, all of the following liabilities, obligations and commitments (“Liabilities”) of Seller and the Selling Affiliates, other than any Excluded Liability (the “Assumed Liabilities”):
(i) all Accounts Payable, accrued expenses and other current liabilities arising out of or relating to the Product, the Acquired Assets or the Business arising on or after the Closing Date;
(ii) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date;
(iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date;
(iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities;
(v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Taxes”);
(vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date;
(vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and
(viii) all other Liabilities of Seller and the Selling Affiliates of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whethe...
Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:
(a) all Liabilities arising out of or relating to any clinical trial liability, product liability, breach of warranty or similar claim for injury to person or property that resulted from (i) the use or misuse of the Product sold or used on or after the Closing or (ii) the use or misuse of Product in connection with the activities conducted by Buyer prior to the Closing (including under the Prior Collaboration Agreement), except to the extent directly caused by (i) the failure by Seller or any of its Affiliates to comply with any Law or Governmental Order or (ii) Seller’s failure to perform its obligations under this Agreement or the Prior Collaboration Agreement;
(b) all Liabilities arising out of or relating to any activities or obligations undertaken by Buyer under or in connection with the Prior Collaboration Agreement (including the activities and obligations under the Development and Regulatory Program (as defined in the Prior Collaboration Agreement)), which Buyer acknowledges includes all such activities prior to, on and after the Signing Date;
(c) all Liabilities arising out of or relating to any contracts into which Buyer entered or otherwise is a party in connection with the activities undertaken by Buyer under or in connection with the Prior Collaboration Agreement (including the activities under the Development and Regulatory Program), which Buyer acknowledges includes all such activities prior to, on and after the Signing Date; (d) any Liabilities arising out of, in respect of or in connection with the failure to comply with any Law or Governmental Order to the extent arising out, or resulting from, Buyer’s acts, omissions or direction, including Buyer’s acts, omissions or directions as regulatory sponsor for the Product under the Prior Collaboration Agreement;
(e) all Liabilities associated with the Product Registrations, including the responsibility for all product development, testing, complaints, recalls, adverse event reporting, market withdrawals and field corrections of the Product to the extent that the same relate to Product sold on or after the Closing, except to the extent directly caused by (i) the failure by Seller or any of its Affiliates to comply with any Law or Governmental Order or (ii) Seller’s failure to ...
Assumed Liabilities. Subject to the terms and conditions set forth herein, and in reliance upon the representations and warranties contained herein, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery of the Assets to Buyer, Buyer will assume and undertake to pay, perform and discharge, in accordance with the terms thereof, only the following Liabilities of the Company incurred in the ordinary course of business (the "Assumed Liabilities"):
(a) express contractual performance obligations arising after the Effective Time (other than obligations relating to those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assets);
(b) Liabilities expressly assumed by Buyer pursuant to Article X; and
(c) Liabilities (other than those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) which are not included in clause (a) or (b) of this Section 3.1, but only to the extent and in the amounts provided for on the Final Closing Statement. The parties understand and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoever.
Assumed Liabilities. As of the date hereof, Assignee hereby assumes and agrees to pay, perform and discharge, fully and completely, all liabilities, commitments, contracts, agreements, obligations or other claims against Assignor, whether known or unknown, asserted or unasserted, accrued or unaccrued, absolute or contingent, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise associated with the Former Business whenever arising (the “Liabilities”), including, but not limited to, the Liabilities listed on Exhibit B, and identified in part by reference to the Balance Sheet.
Assumed Liabilities. On the basis of the representations, warranties, covenants and agreements and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing, the Buyer shall assume and agree to pay, perform and discharge when due the Assumed Liabilities.
Assumed Liabilities. 5 Section 1.4