Assumption and Exclusion of Liabilities Sample Clauses
The Assumption and Exclusion of Liabilities clause defines which liabilities a party agrees to take on and which are expressly excluded from their responsibility under the contract. In practice, this clause may specify that one party will assume certain debts, obligations, or legal claims, while explicitly stating that other liabilities, such as pre-existing lawsuits or undisclosed debts, remain with the original party. Its core function is to clearly allocate risk and responsibility between the parties, preventing future disputes over who is liable for specific obligations.
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Assumption and Exclusion of Liabilities. Transferee hereby assumes and agrees to pay, perform and discharge when due, all Liabilities of Transferor to the extent relating to or arising out of the Transferred Assets or the EIS Business (the “Assumed Liabilities”); provided that, the “Assumed Liabilities” shall not include Tax liabilities, which shall be governed exclusively by the Tax Matters Agreement.
Assumption and Exclusion of Liabilities. (a) At the Closing, upon the terms and subject to the conditions and exclusions set forth in this Agreement, Purchaser shall assume and agree to pay, perform and discharge when due, only the Liabilities of the Asset Sellers (i) in respect of the Franchise Agreements to which an Asset Seller is a party and listed on Section 2.14(a) of the Company Disclosure Schedule, (ii) current liabilities of the Asset Sellers expressly included in the Net Working Capital calculation or (iii) otherwise set forth on Section 1.3 of the Company Disclosure Schedule (the “Assumed Liabilities”). Notwithstanding anything to the contrary in this Agreement, as of the Closing, the Asset Sellers shall retain and shall be responsible for paying, performing and discharging when due, and Purchaser shall not assume or have any responsibility for, any Liabilities of the Asset Sellers or any of their Affiliates (other than the Company) of any kind or nature whatsoever other than the Assumed Liabilities (whether or not related to the Business) (collectively, the “Excluded Liabilities”).
Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Purchaser shall assume and shall agree to pay, perform and discharge the following Liabilities of Parent, the Seller and any of Parent’s other Affiliates (the “Assumed Liabilities”):
(i) all Liabilities reflected on the Closing Date Working Capital Statement finally resolved in accordance with Section 2.07(e)(ii), including Workers’ Compensation Liabilities;
(ii) all Liabilities of Parent or its Affiliates arising under the contracts and agreements assumed by the Purchaser pursuant to Sections 2.01(a)(x) and (xi) (other than Liabilities or obligations attributable to any failure by Parent or its Affiliates to comply with the terms thereof prior to the Closing Date);
(iii) any liabilities relating to a Plan that are to be assumed pursuant to the express terms of Article VI;
(iv) solely to the extent provided in Article VIII, Post-Closing Environmental Liabilities, Historical On-Site Environmental Liabilities, and Straddle Environmental Liabilities;
(v) all Liabilities assigned to the Purchaser under Article VI;
(vi) all accounts and trade payables, in each case to the extent such Liabilities are reflected, or are expressly reserved for, in the Closing Date Working Capital Statement;
(vii) all Liabilities that the Purchaser expressly has assumed or agreed to pay, or be responsible for, pursuant to the terms hereof or of any Ancillary Agreement;
(viii) all Liabilities of the Seller arising from commitments (in the form of accepted purchase orders), or outstanding quotations, proposals or bids to (A) sell products or (B) purchase or acquire raw materials, components, supplies or services (provided that, in each case, with respect to such commitments, outstanding quotations, proposals or bids arising between the date hereof and the Closing Date, such commitments, outstanding quotations, proposals or bids have been made in accordance with Section 5.01 hereof);
(ix) all Taxes for Post-Closing Periods relating to the Purchased Assets or the Business and, without duplication of any Taxes included under Section 2.02(a)(i), any Taxes relating to the Purchased Assets or the Business for a Pre-Closing Period to the extent an amount for any such Tax is set forth as a Liability on the Closing Date Working Capital Statement, in each case, other than Excluded Taxes; and
(x) all Workers’ Compensation Liabilities.
(b) Notwithstanding subsection (a) above to the contrary, Parent, the Selle...
Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Parties shall cause FoundryCo or one or more of its Subsidiaries to execute and deliver the Assumption Agreement, any additional instruments of conveyance or assumption as may be required by local Laws, and such other documentation as may be necessary to cause FoundryCo or one or more of its Subsidiaries to assume and agree to pay, perform and discharge the Assumed Liabilities.
(b) Notwithstanding anything in Section 2.02(a) to the contrary, the Remaining Discovery Group shall retain, and shall be responsible for paying, performing and discharging when due, and the FoundryCo Group shall not assume or have any responsibility for, the Excluded Liabilities.
(c) On the Closing Date, or as promptly as practicable thereafter but in no event later than sixty (60) calendar days thereafter, the water, gas, electricity and other utilities, common area maintenance reimbursements to lessors, local business or other license or permit fees, insurance premiums and other periodic charges payable with respect to the FoundryCo Assets shall be prorated between the Remaining Discovery Group and the FoundryCo Group, with the Remaining Discovery Group bearing such costs and expenses attributable to the period through and including the Closing Date and the FoundryCo Group bearing such costs and expenses attributable to the period after the Closing Date. The Parties shall thereafter correct any misallocation of such costs and expenses as they may discover from time to time in a manner consistent with this paragraph.
Assumption and Exclusion of Liabilities. (a) On the terms and subject to the conditions of this Agreement, from and after the Closing Date, Purchaser shall assume and shall pay, perform and discharge when due only the following specified liabilities and obligations, and no others (collectively, the "ASSUMED LIABILITIES"):
(i) Liabilities arising from actions taken after the Closing relating to the Assumed Contracts; and
(ii) Liabilities arising out of Purchaser's ownership after the Closing Date of the Assets, to the extent such obligations were incurred after the Closing.
(b) Subject to Section 6.03, Purchaser shall not assume any Liabilities of Seller in respect of any Taxes arising from the use, ownership or operation of the Station or the Assets up to, and including, the Closing Date or resulting from the transactions contemplated by this Agreement (collectively, "EXCLUDED TAX LIABILITIES").
(c) Except as specifically set forth in Section 2.03(a), Purchaser shall not assume or be responsible for any Liabilities of Seller (such excluded liabilities, being referred to herein collectively as the "EXCLUDED LIABILITIES").
Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions set forth in this Agreement, and except as provided Section 2.02(b) below hereof, the Purchaser shall, by executing and delivering, at the Closing, the ▇▇▇▇ of Sale, assume, and agree to pay, perform and discharge when due, the following Liabilities (the “Assumed Liabilities”):
(i) all Liabilities set forth in Section 2.02(a)(i) of the Disclosure Schedule;
(ii) all Cure Costs in accordance with Section 5.01;
(iii) all Liabilities in respect of Permits and Licenses, including all Forestry Liabilities;
(iv) all Liabilities for product warranty service claims relating to products of the Business and all Product Liabilities;
(v) all Liabilities in respect of the Transferred Employees, including those arising in connection with these Transactions (including Liabilities under the Employee Plans that are incurred as a result of a separation from employment from the Seller), and all Liabilities in respect of accrued vacation (banked and supplemental, including vacation pay on vacation pay), overtime entitlement, sick leave, severance in lieu of notice, workers’ compensation claims and insurance claims (“Employee Liabilities”);
(vi) all Liabilities of the Seller under the Permitted Encumbrances except for Mechanics Liens;
(vii) all Environmental Liabilities related to the Business, the Purchased Assets, the Seller (to the extent related to the Business), the Owned Real Property and the Leased Real Property, and any other real property the Seller uses, or has the right to use, in connection with the Business where such real property or such right to use such real property is a Purchased Asset, including any area used pursuant to the Permits and Licenses (including the Timber Tenures);
(viii) all Taxes relating to the Purchased Assets or the Business other than Excluded Taxes; and
(ix) all other Liabilities arising in connection with the ownership, operation, and use of the Purchased Assets from and after the Closing Date.
(b) With the exception only of Assumed Liabilities, the Seller shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility for, any Liabilities (the “Excluded Liabilities”), including any of the following Liabilities:
(i) all Excluded Taxes;
(ii) all Liabilities relating to or arising out of the Excluded Assets; and
(iii) the Seller’s obligations under this Agreement;
Assumption and Exclusion of Liabilities. (a) At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Purchaser shall assume, and agree to pay, perform and discharge when due, the following Liabilities of Dow (the “Assumed Liabilities”):
(i) all Liabilities (including any Liabilities of Dow arising from any Action against Dow or the Business) to the extent arising out of or resulting from, the conduct of the Business and the use of the Transferred Assets by a Purchaser Entity after the Closing Date; other than (A) Liabilities governed by clauses (ii)‑(v) below; (B) Liabilities described in Section 2.02(b); and no Liabilities of Dow arising from any other Action;
(ii) All Liabilities, other than the Retained Accounts Payable, of Dow to the extent arising out of or resulting from, the Transferred Contracts and, to the extent transferred to Purchaser, the Partially Transferred Contracts that, in each case, do not result from (A) any material failure to perform any Transferred Contract or Partially Transferred Contract by any Dow Entity prior to the Closing Date; or (B) any material breach, material default or material violation of any Transferred Contract or Partially NYDOCS02/1012922.1 EXECUTION COPY Transferred Contract by any Dow Entity prior to the Closing Date, including any material breach of any warranty;
(iii) all Post‑Closing Product Liabilities;
(iv) all Taxes arising from or with respect to the Transferred Assets or the Business other than Excluded Taxes;
(v) all of the Assumed HR Liabilities; and
(vi) all Purchaser Environmental Liabilities.
Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Acquisition Co. shall not assume any liabilities.
(b) Notwithstanding subsection (a) above, the Seller shall retain, and shall be responsible for paying, performing and discharging when due (and, as applicable, shall cause its Affiliates to pay, perform and discharge when due) all, and the Acquisition Co. shall not assume or have any responsibility for any, Liabilities of or relating to the Seller or any of its Affiliates (the "Excluded Liabilities").
Assumption and Exclusion of Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, BII shall assume, and agree to pay, perform and discharge when due, any and all liabilities arising from BII’s ownership, use or operation of the Acquired Assets or the exploitation of the BII Products after the Closing Date (the “Assumed Liabilities”). MABVAX shall retain, and shall solely be responsible for paying, performing and discharging when due, and BII shall not assume or have any responsibility for (a) all liabilities relating to or arising out of the Excluded Assets, (b) all accounts payable, taxes and other accrued expenses and/or obligations related to the [***] Program arising and/or related to any act, omission, fact, and/or matter prior to the Closing Date, (c) all obligations under the [***] Agreement and the Oxford Agreement, and (d) MABVAX’s obligations under this Agreement (the “Excluded Liabilities”).
Assumption and Exclusion of Liabilities. (a) On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser or its designee shall assume and shall thereafter pay, perform and discharge when due the Assumed Liabilities, and the Sellers shall no longer be liable for, nor have any responsibility for, the Assumed Liabilities.
(b) The Sellers shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility for, the Retained Liabilities.