Common use of Assumed Liabilities; Excluded Liabilities Clause in Contracts

Assumed Liabilities; Excluded Liabilities. (a) The KO Buyers shall purchase the Assets (including the Purchased Company and the Subsidiaries) free and clear of any liabilities or obligations whatsoever, except for the following (the "Assumed Liabilities " and, together with the Assets, the "Purchased Businesses"): (i) all liabilities relating to the Plants, but only to the extent such liabilities are both (A) reflected and adequately reserved against in the balance sheets of the Plants as of the Threshold Closing as prepared in accordance with Section 1.04, and (B) have been incurred in the ordinary course of the business of the Plants and consistent with past practices and are consistent in all material respects in nature and amount with the liabilities reflected and adequately reserved against in the balance sheets of the Plants included as Schedule 1.06 (a) (i) (the "Plant Balance Sheets"); (ii) all liabilities and obligations under (A) the bottling and distribution agreements set forth on Schedule 2.20(c) (the "Bottling and Distribution Agreements"), including any marketing commitments with respect thereto (other than the Supplemental Contributions (as defined in Section 9.01(a)(ix)), and (B) any Contracts relating to the Plants, in each case of clauses (A) and (B) in respect only of periods after the Applicable Closing, and in addition in the case of marketing commitments and Contracts relating to the Plants only to the extent entered into in the ordinary course of business consistent with past practice or disclosed on Schedule 1.06(a)(ii); (iii) all liabilities and obligations in respect only of periods after the Applicable Closing under the real property lease agreements set forth on Schedule 1.06(a)(iii) (the "Assumed Leases"); (iv) any Assumed Debt, to the extent included in the calculation of the Final Purchase Price; (v) all liabilities and obligations in respect only of periods after the Applicable Closing under any furniture or equipment leases relating to the beverages business of CS and its Affiliates outside the United States, but only to the extent KO elects to assume any such liabilities or obligations under Section 5.29; and (vi) all liabilities and obligations to the extent specifically provided to be assumed by KO in Sections 5.06 and 5.31(a). (b) Except as set forth in Section 1.06(a) or Section 9.02(a)(v), the KO Buyers shall not be liable for or responsible for any liabilities or obligations whatsoever in respect of any events, circumstances, conditions or facts prior to the Applicable Closing Date of any of the Purchased Businesses or relating to any of the Assets or CS's beverages businesses or other businesses, whether accrued, absolute, contingent, known, unknown or otherwise (the "Excluded Liabilities"). CS shall be responsible for, shall assume and shall retain all such Excluded Liabilities (whether or not any such Excluded Liabilities are liabilities or obligations of the Purchased Company or the Subsidiaries).

Assumed Liabilities; Excluded Liabilities. (a) The KO Buyers Except to the extent set forth in Section 2.3(b), Buyer shall purchase assume, at the Assets (including the Purchased Company and the Subsidiaries) free and clear Closing, all Liabilities of any liabilities or obligations whatsoever, except for Member of the following (the "Assumed Liabilities " and, together with the Assets, the "Purchased Businesses"): (i) all liabilities relating to the Plants, but only RP Group to the extent such liabilities Liabilities relate to, are both used in or arise from the Business or the Assets and do not constitute Excluded Liabilities (collectively, the "ASSUMED LIABILITIES"), including, without limitation: (1) all accounts and trade payables and the Deferred Subscription Obligations, except Excluded Liabilities; (2) all Liabilities for payment and performance of any Member of the RP Group under the Contracts constituting part of the Assets pursuant to Section 2.1(l)(1), (2), (5) or (6) arising after the Closing; and (3) all Liabilities with respect to the Employee Plans, Employment Agreements and the current and former Business Employees in their capacity as employees of the RP Group except (A) reflected Liabilities to the current and adequately reserved against in former Business Employees arising under the balance sheets of the Plants as of the Threshold Closing as prepared in accordance with Section 1.04, Equity Plan Agreements and (B) have been incurred in the ordinary course of the business of the Plants and consistent with past practices and are consistent in all material respects in nature and amount with the liabilities reflected and adequately reserved against in the balance sheets of the Plants included as Schedule 1.06 (a) (i) (the "Plant Balance Sheets"); (ii) all liabilities and obligations under (A) the bottling and distribution agreements set forth on Schedule 2.20(c) (the "Bottling and Distribution Agreements"), including any marketing commitments Liabilities with respect thereto (other than the Supplemental Contributions (to a current or former Business Employee that would otherwise be treated as defined in an Excluded Liability pursuant to Section 9.01(a)(ix)), and (B) any Contracts relating to the Plants, in each case of clauses (A) and (B) in respect only of periods after the Applicable Closing, and in addition in the case of marketing commitments and Contracts relating to the Plants only to the extent entered into in the ordinary course of business consistent with past practice or disclosed on Schedule 1.06(a)(ii); (iii) all liabilities and obligations in respect only of periods after the Applicable Closing under the real property lease agreements set forth on Schedule 1.06(a)(iii) (the "Assumed Leases"); (iv) any Assumed Debt, to the extent included in the calculation of the Final Purchase Price; (v) all liabilities and obligations in respect only of periods after the Applicable Closing under any furniture or equipment leases relating to the beverages business of CS and its Affiliates outside the United States, but only to the extent KO elects to assume any such liabilities or obligations under Section 5.29; and (vi) all liabilities and obligations to the extent specifically provided to be assumed by KO in Sections 5.06 and 5.31(a2.3(b). (b) Except as set forth in Section 1.06(aThe following Liabilities (the "EXCLUDED LIABILITIES") or Section 9.02(a)(v), shall be excluded from the KO Buyers Assumed Liabilities and the Members of the RP Group shall not be remain bound by and liable for or responsible the following Liabilities: (1) any Liability for any liabilities or obligations whatsoever in respect of any events, circumstances, conditions or facts prior Excluded Taxes; (2) all Liabilities to the Applicable Closing Date of extent relating to, used in or arising from any of the Purchased Businesses Excluded Assets; (3) all Liabilities to the extent arising out of or relating in connection with the Excluded Contracts; (4) all Liabilities to the extent arising out of or in connection with the current portion of Long-Term Debt, the Long-Term Debt, the Working Capital Line, RP's interest rate collar agreement and any other Indebtedness for Money Borrowed; (5) any payables and other Liabilities payable or owed to a Member of the Assets RP Group, the RP Equityholders or CS's beverages businesses their respective Affiliates, including Liabilities with respect to Affiliate Matters, in each case, other than any payables or other businessesLiabilities with respect to the Employee Plans, whether accrued, absolute, contingent, known, unknown Employment Agreements and the current or otherwise (the "Excluded Liabilities"). CS shall be responsible for, shall assume and shall retain all such Excluded Liabilities (whether or not any such Excluded Liabilities are liabilities or obligations former Business Employees in their capacity as employees of the Purchased Company RP Group, but including (A) Liabilities to the current or former Business Employees arising under the Equity Plan Agreements and (B) Liabilities with respect to a current or former Business Employee that would otherwise be treated as an Excluded Liability pursuant to another clause of this Section 2.3(b); (6) all out-of-pocket costs and expenses and other Liabilities incurred by any Member of the RP Group or the Subsidiaries)RP Equityholders in connection with the negotiation, execution or performance of this Agreement and the transactions contemplated hereby; and (7) all Liabilities of any Member of the RP Group to the Extent such Liabilities do not relate to, are not used in or do not arise from the Business or the Assets.

Assumed Liabilities; Excluded Liabilities. (a) The KO Buyers Except to the extent set forth in Section 2.3(b), Buyer shall purchase assume, at the Closing, all Liabilities and obligations of any Person within the FJ Group to the extent such Liabilities and obligations relate exclusively to the Business or to the Assets (including the Purchased Company and the Subsidiaries) free and clear of any liabilities or obligations whatsoevercollectively, except for the following (the "Assumed Liabilities " andLiabilities"), together with the Assetsincluding, without limitation, the "Purchased Businesses"):following: (i) all the current liabilities relating related to the PlantsBusiness or the Assets, including, but only not limited to, all accounts and trade payables, all Liabilities and all obligations accruable as a current liability on Fort James' financial statements at Closing to the extent such exte▇▇ ▇▇ch payables, liabilities and obligations are both (A) reflected and adequately reserved against in related exclusively to the balance sheets of Business or the Plants as of the Threshold Closing as prepared in accordance with Section 1.04, and (B) have been incurred in the ordinary course of the business of the Plants and consistent with past practices and are consistent in all material respects in nature and amount with the liabilities reflected and adequately reserved against in the balance sheets of the Plants included as Schedule 1.06 (a) (i) (the "Plant Balance Sheets")Assets; (ii) all liabilities Liabilities and obligations under (A) of any Person within the bottling and distribution agreements set forth on Schedule 2.20(c) (the "Bottling and Distribution Agreements"), including any marketing commitments FJ Group with respect thereto (other than to goods or services delivered or to be delivered to customers of the Supplemental Contributions (as defined in Section 9.01(a)(ix)), and (B) any Contracts relating Business arising from orders placed prior to or following the Plants, in each case of clauses (A) and (B) in respect only of periods after the Applicable Closing, and in addition in the case of marketing commitments and Contracts relating to the Plants only to the extent entered into in the ordinary course of business consistent with past practice or disclosed on Schedule 1.06(a)(ii); (iii) all liabilities Liabilities and obligations in respect only of periods after any Person within the Applicable Closing FJ Group under the real property lease agreements set forth on Schedule 1.06(a)(iii) (Listed Contracts, the "Assumed Leases"Lessee Leases and any other contract, commitment, license, permit, approval, authorization or other agreement or arrangement constituting part of the Assets under Section 2.1(e); (iv) all Liabilities and obligations of any Assumed DebtPerson within the FJ Group existing at Closing and relating to Business Employees and employee benefits for Business Employees, except to the extent included in such liabilities and obligations are specifically retained by the calculation of the Final Purchase PriceFJ Group pursuant to Article VIII; (v) subject to Section 12.1(c) hereof, all liabilities Liabilities and obligations under Environmental Laws of any Person within the FJ Group (including, without limitation, any obligation to conduct or to pay for any Remedial Action for any Environmental Condition or any obligation to correct or to pay a penalty for failure to comply with Environmental Statutes), in respect only of periods connection with facts, events, conditions, actions or omissions existing or occurring prior to or after the Applicable Closing under any furniture or equipment leases relating to the beverages business of CS and its Affiliates outside the United StatesClosing, but only to the extent KO elects that such liability, obligation, condition or failure (A) exists on any Real Property, or real property constituting Leased Premises at the Transferred Sites or (B) is a Liability arising under Environmental Laws with respect to assume any such hazardous substances, contaminants, pollu- tants or petroleum products leaching or physically migrating from Transferred Sites to adjacent or nearby properties, and including, without limitation, those liabilities or obligations under Section 5.29; andlisted on Schedule 2.3(a)(v); (vi) all liabilities and Liabilities or obligations to of any member of the extent specifically provided to be assumed by KO FJ Group in Sections 5.06 and 5.31(aconnection with the Port of Portland Industrial Development Revenue Bonds; and (vii) all other Liabilities described on Schedule 2.3(a)(vii). (b) Except as set forth in Section 1.06(a) or Section 9.02(a)(v), the KO Buyers shall not be liable for or responsible for any liabilities or The following Liabilities and obligations whatsoever in respect of any events, circumstances, conditions or facts prior to the Applicable Closing Date of any of the Purchased Businesses or relating to any of the Assets or CS's beverages businesses or other businesses, whether accrued, absolute, contingent, known, unknown or otherwise (the "Excluded Liabilities"). CS ) shall be responsible forexcluded from the Assumed Liabilities: (i) Liabilities for federal, shall assume state and shall retain local income and franchise taxes and any other taxes incurred by any Persons within the FJ Group in the conduct of the Business or with respect to the Assets before Closing, except as is otherwise provided in this Agreement; (ii) all such Excluded Liabilities (whether or not any such Excluded Liabilities are liabilities or obligations to the extent relating to the acquisition, ownership or use of any of the Purchased Company Excluded Assets; (iii) all Liabilities or obligations arising under Environmental Laws in connection with facts, events, conditions, actions or omissions existing on or occurring prior to Closing at locations other than the SubsidiariesTransferred Sites; and (iv) any Liabilities listed on Schedule 2.3(b)(iv).

Assumed Liabilities; Excluded Liabilities. (a) The KO Buyers Except to the extent set forth in Section 2.3(b), Buyer shall purchase assume, at the Closing, all Liabilities and obligations of any Person within the FJ Group to the extent such Liabilities and obligations relate exclusively to the Business or to the Assets (including the Purchased Company and the Subsidiaries) free and clear of any liabilities or obligations whatsoevercollectively, except for the following (the "Assumed Liabilities " andLiabilities"), together with the Assetsincluding, without limitation, the "Purchased Businesses"):following: (i) all the current liabilities relating related to the PlantsBusiness or the Assets, including, but only not limited to, all accounts and trade payables, all Liabilities and all obligations accruable as a current liability on Fort ▇▇▇▇▇' financial statements at Closing to the extent such payables, liabilities and obligations are both (A) reflected and adequately reserved against in related exclusively to the balance sheets of Business or the Plants as of the Threshold Closing as prepared in accordance with Section 1.04, and (B) have been incurred in the ordinary course of the business of the Plants and consistent with past practices and are consistent in all material respects in nature and amount with the liabilities reflected and adequately reserved against in the balance sheets of the Plants included as Schedule 1.06 (a) (i) (the "Plant Balance Sheets")Assets; (ii) all liabilities Liabilities and obligations under (A) of any Person within the bottling and distribution agreements set forth on Schedule 2.20(c) (the "Bottling and Distribution Agreements"), including any marketing commitments FJ Group with respect thereto (other than to goods or services delivered or to be delivered to customers of the Supplemental Contributions (as defined in Section 9.01(a)(ix)), and (B) any Contracts relating Business arising from orders placed prior to or following the Plants, in each case of clauses (A) and (B) in respect only of periods after the Applicable Closing, and in addition in the case of marketing commitments and Contracts relating to the Plants only to the extent entered into in the ordinary course of business consistent with past practice or disclosed on Schedule 1.06(a)(ii); (iii) all liabilities Liabilities and obligations in respect only of periods after any Person within the Applicable Closing FJ Group under the real property lease agreements set forth on Schedule 1.06(a)(iii) (Listed Contracts, the "Assumed Leases"Lessee Leases and any other contract, commitment, license, permit, approval, authorization or other agreement or arrangement constituting part of the Assets under Section 2.1(e); (iv) all Liabilities and obligations of any Assumed DebtPerson within the FJ Group existing at Closing and relating to Business Employees and employee benefits for Business Employees, except to the extent included in such liabilities and obligations are specifically retained by the calculation of the Final Purchase PriceFJ Group pursuant to Article VIII; (v) subject to Section 12.1(c) hereof, all liabilities Liabilities and obligations under Environmental Laws of any Person within the FJ Group (including, without limitation, any obligation to conduct or to pay for any Remedial Action for any Environmental Condition or any obligation to correct or to pay a penalty for failure to comply with Environmental Statutes), in respect only of periods connection with facts, events, conditions, actions or omissions existing or occurring prior to or after the Applicable Closing under any furniture or equipment leases relating to the beverages business of CS and its Affiliates outside the United StatesClosing, but only to the extent KO elects that such liability, obligation, condition or failure (A) exists on any Real Property, or real property constituting Leased Premises at the Transferred Sites or (B) is a Liability arising under Environmental Laws with respect to assume any such hazardous substances, contaminants, pollutants or petroleum products leaching or physically migrating from Transferred Sites to adjacent or nearby properties, and including, without limitation, those liabilities or obligations under Section 5.29; andlisted on Schedule 2.3(a)(v); (vi) all liabilities and Liabilities or obligations to of any member of the extent specifically provided to be assumed by KO FJ Group in Sections 5.06 and 5.31(aconnection with the Port of Portland Industrial Development Revenue Bonds; and (vii) all other Liabilities described on Schedule 2.3(a)(vii). (b) Except as set forth in Section 1.06(a) or Section 9.02(a)(v), the KO Buyers shall not be liable for or responsible for any liabilities or The following Liabilities and obligations whatsoever in respect of any events, circumstances, conditions or facts prior to the Applicable Closing Date of any of the Purchased Businesses or relating to any of the Assets or CS's beverages businesses or other businesses, whether accrued, absolute, contingent, known, unknown or otherwise (the "Excluded Liabilities"). CS ) shall be responsible forexcluded from the Assumed Liabilities: (i) Liabilities for federal, shall assume state and shall retain local income and franchise taxes and any other taxes incurred by any Persons within the FJ Group in the conduct of the Business or with respect to the Assets before Closing, except as is otherwise provided in this Agreement; (ii) all such Excluded Liabilities (whether or not any such Excluded Liabilities are liabilities or obligations to the extent relating to the acquisition, ownership or use of any of the Purchased Company Excluded Assets; (iii) all Liabilities or obligations arising under Environmental Laws in connection with facts, events, conditions, actions or omissions existing on or occurring prior to Closing at locations other than the SubsidiariesTransferred Sites; and (iv) any Liabilities listed on Schedule 2.3(b)(iv).