Assumed Liabilities and Excluded Liabilities. (a) On the terms and subject to the conditions set forth in this Agreement and the Local Transfer Agreements and the Related Agreements, Buyer will assume and become responsible for the Assumed Liabilities at the Closing. Buyer agrees to pay, perform, honor and discharge, or cause to be paid, performed, honored and discharged, all Assumed Liabilities in a timely manner in accordance with the terms thereof. (b) On the terms and subject to the conditions set forth in this Agreement the Local Transfer Agreements and the Related Agreements, Sellers will retain the Excluded Liabilities. Sellers agree to pay, perform, honor and discharge, or cause to be paid, performed, honored and discharged, all Excluded Liabilities in a timely manner in accordance with the terms thereof.
Appears in 2 contracts
Sources: Master Acquisition Agreement (Esterline Technologies Corp), Master Acquisition Agreement (Esterline Technologies Corp)