Assumption of Certain Liabilities Sample Clauses
The "Assumption of Certain Liabilities" clause defines which specific debts, obligations, or responsibilities one party agrees to take over from another, typically in the context of a business sale or asset transfer. This clause will list or describe the particular liabilities being assumed, such as outstanding contracts, employee obligations, or pending lawsuits, while excluding others that remain with the original party. Its core function is to clearly allocate responsibility for existing liabilities, preventing disputes over who is accountable for which obligations after the transaction.
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Assumption of Certain Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, Hexcel shall assume and shall pay, perform and discharge or cause to be paid, performed and discharged when due, all liabilities or obligations whatsoever, whether arising before or after the Closing and whether known or unknown, fixed or contingent (including any identifiable and severable portions of the foregoing (financial liabilities and obligations being deemed severable for purposes of this clause)), other than Excluded Liabilities, relating exclusively or primarily to or arising exclusively or primarily out of the Transferred Business or the Acquired Assets, but, in the case of obligations or liabilities that are severable, only to the extent such liabilities or obligations relate to or arise out of the Transferred Business or the Acquired Assets (the "Assumed Liabilities"). It is understood and agreed that the following liabilities and obligations shall be deemed to relate exclusively or primarily to or arise exclusively or primarily out of the Transferred Business or the Acquired Assets:
(i) all obligations and liabilities of Ciba or its Subsidiaries under the Acquired Contracts;
(ii) the Accounts Payable;
(iii) all obligations and liabilities with respect to any and all products sold or serviced (whether or not under warranty) by the Transferred Business at any time, including obligations and liabilities for and with respect to any refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability, products liability (including with respect to personal injury caused by the use or operation of products sold or serviced by the Transferred Business) and other claims;
(iv) except as specifically provided otherwise in the UK Agreements, any other Ancillary Agreement or a Danutec Agreement, all obligations and liabilities arising as a result of Ciba or any of its past or present Subsidiaries, or any predecessor in interest thereof, being the owner or occupant of, or the operator of the activities conducted at, the Scheduled Real Property sites at any time, including all obligations and liabilities arising out of any Environmental Law (including those arising under CERCLA or from off-site waste disposal from the Scheduled Real Property sites) and all other obligations or liabilities relating to personal injury or property damage involving the Scheduled Real Property sites;
(v) except as otherwise provided in the Employment Matters Agreement or a...
Assumption of Certain Liabilities. On the terms and subject to the conditions set forth herein and in the Sale Order effective as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication (collectively, the “Assumed Liabilities”):
(a) all Liabilities arising out of or relating to the ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing);
(b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9;
(c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”);
(d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11);
(e) Transfer Taxes; and
(f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the Closing.
Assumption of Certain Liabilities. (a) On the terms of and subject to the conditions set forth herein, Purchaser shall (i) assume at the Closing and discharge or perform when due the Assumed Liabilities on and after the Closing Date and (ii) assume all obligations for and pay and discharge when due the Cure Amounts relating to each Assigned Contract at the respective Contract Determination Date for such Assigned Contract; provided, that, except as set forth in Section 2.7(b), in no event shall Purchaser assume and discharge when due the Cure Amounts relating to the Excluded Contracts. Except as set forth in this Section 2.7, Purchaser shall not assume or have any Liability or responsibility with respect to any Liability of any nature or kind whatsoever relating to the Business or the Purchased Assets that exists, or arises out of the operation or ownership of the Purchased Assets or the Business, prior to, at or after, the Closing and that is not an Assumed Liability. Except as set forth in this Section 2.7, other than the Assumed Liabilities, Purchaser shall not assume any Liability of any nature or kind whatsoever of Sellers.
(b) From time to time after the date hereof, but in no event later than 60 days following the Closing Date or, if such date does not fall on a Business Day, the next succeeding Business Day (the “Contract Notification Deadline”), Purchaser shall, in its sole discretion, notify Sellers of (i) each Assigned Contract that Purchaser has agreed to assume (each, an “Accepted Contract” and, collectively, the “Accepted Contracts”) and (ii) each Assigned Contract that Purchaser does not desire to assume (each, an “Excluded Contract” and, collectively, the “Excluded Contracts”); provided, that any Assigned Contract that has not been designated by Purchaser as either an Accepted Contract or an Excluded Contract by the Contract Notification Deadline shall be deemed to be an Excluded Contract; and provided, further, that Sellers shall not be deemed in breach under this Agreement (whether as a result of an inaccuracy in a representation or warranty or breach of a covenant) or otherwise if Sellers shall reject an Excluded Contract. Purchaser shall be responsible for and shall pay to each applicable Person that is a party to an Accepted Contract the respective Cure Amount for such Accepted Contract on the Contract Determination Date for such Accepted Contract. In furtherance of the foregoing, the Sale Approval Order shall provide that the assignment and assumption to Purchaser of th...
Assumption of Certain Liabilities. Subject to the terms and conditions set forth in this Agreement, the Buyer agrees to assume and become responsible at the Closing for all of the Assumed Liabilities. The Buyer will not assume or have any responsibility with respect to any other Liability not expressly included within the definition of Assumed Liabilities.
Assumption of Certain Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assume, effective as of the Closing, and from and after the Closing, Purchaser shall pay, perform and discharge when due, all the following liabilities, obligations and commitments of Seller (the "ASSUMED LIABILITIES"), other than any Excluded Liabilities:
(i) all liabilities, obligations and commitments of Seller under the assigned contracts constituting an Acquired Asset (the "ASSIGNED CONTRACTS") to the extent such liabilities, obligations and commitments relate to the period after the Closing Date;
(ii) all accounts payable and accruals to the extent included in Closing Working Capital (as defined in Section 1.05(a));
(iii) any liability, obligation or commitment for Taxes (as defined in Section 3.12) relating to the operation or ownership of the Acquired Assets for any Tax period (or portion thereof) beginning after the Closing Date;
(iv) all liabilities, obligations and commitments of Seller, relating to or arising out of the operation of the Business or any Acquired Asset by Purchaser after the Closing;
(v) all liabilities, obligations and commitments of Seller based upon, arising out of or resulting from any fact, circumstance, occurrence, condition, act or omission existing or occurring on or prior to the Closing Date, but only if such liabilities, obligations and commitments and related expenses (i) relate to or arise out of the Business or any Acquired Asset in the ordinary course of business and consistent with the representations, warranties, covenants, obligations and agreements set forth in this Agreement and (ii) are of a nature and in an amount generally consistent with the liabilities, obligations, commitments and expenses reflected in the Financial Statements referred to in Section 3.04;
(vi) all Expense Items (as defined in the Site Access, Cooperation and Remedial Control Agreement (the "SARCA"), attached as Exhibit F hereto) identified as Purchaser's Payment Obligations pursuant to Section I.F of the SARCA; and
(vii) any liabilities or obligations relating to, based on or arising out of, any action which could be construed as a "plant closing" or "mass layoff", as those terms are defined in the WARN Act, or any "employment loss," as defined in the WARN Act, which any employee of Seller or any of its affiliates as of the Closing Date whose principal place of employment is one of the Business Properties may suffer or may be deemed to suffer as a conseque...
Assumption of Certain Liabilities. Subject to Section 2.7, Buyer shall assume, or cause XII or XSL to assume, and to the extent not discharged at the Closing Date, the following liabilities and obligations of Seller and the Subsidiary (collectively, the "Assumed Liabilities"):
(a) the liabilities of Seller and the Subsidiary in the amounts reflected or reserved against on the Balance Sheet or disclosed in this Agreement or Schedules hereto;
(b) the liabilities of Seller and the Subsidiary arising in the ordinary course of business between the Balance Sheet Date and the Closing Date;
(c) the following liabilities and obligations incurred prior to, on or since the Balance Sheet Date in the ordinary course of business:
(i) a claim made by a current or former employee, consultant or independent contractor of either Seller or the Subsidiary for compensation at such Person's customary rate of compensation, but excluding any severance pay or claims with respect to wrongful termination, sexual harassment, breach of contract or other wrongful acts of Seller or the Subsidiary;
(ii) a claim for any damages or that portion thereof arising from claims first made on or after the Closing Date that arise from misappropriation or infringement of any intellectual property right of any Person by Seller or Subsidiary;
(iii) all warranty claims except warranty claims in excess of the reserve for warranty claims on the Balance Sheet where a manufacturing or design defect of which Seller had Knowledge that was not disclosed to Buyer proximately caused the warranty claims; and
(iv) other liabilities of Seller and the Subsidiary that were incurred in the ordinary course of business and did not become due on or before the Closing Date in accordance with the customary practices of Seller or the Subsidiary; and
(d) obligations under each Contract listed on Part 4.13 of the Disclosure Schedule and other Contracts not required to be listed on Part 4.13 of the Disclosure Schedule arising in the ordinary course of business, except to the extent any such Contract is set forth in Schedule 2.2. The allocation of specific Assumed Liabilities among each of Buyer, XII and XSL is specified in Schedule 2.6.
Assumption of Certain Liabilities. Subject to the terms and conditions of this Agreement, the Buyer hereby assumes and the Seller hereby assigns to the Buyer the following specified Liabilities of the Seller (the “Assumed Liabilities”), but no others:
2.3.1 all Liabilities for post-Closing performance under the Contractual Obligations included within the Acquired Assets but excluding (i) any Liabilities arising from or directly or indirectly related to any violation, breach or default of such Contractual Obligations occurring prior to the Closing, (ii) any Liabilities arising from any action or omission of the Seller prior to the Closing or (iii) any Liabilities relating to loss obligations or loss commitments associated with the Business.
2.3.2 For products in each phase transfer, until each respective Phase Completion Date, Seller agrees to continue to service the Business product line at no cost to Buyer when product is in-warranty and at cost when product is out of warranty. Any additional services that may be needed from the seller shall be negotiated under a separate Seller Transition Services Agreement as needed. Notwithstanding any provision in this Agreement to the contrary, the Buyer is not assuming, and shall not be deemed to have assumed, any Liability of the Seller of whatever nature other than the Assumed Liabilities specifically described above. No assumption by the Buyer of any of the Assumed Liabilities shall relieve or be deemed to relieve the Seller from any liability under this Agreement with respect to any representations or warranties or covenants made by the Seller to the Buyer.
Assumption of Certain Liabilities. Pursuant to that certain Asset Purchase Agreement dated as of July [ ], 2018 (the “Agreement”) by and between ADVENTIST HEALTH TULARE, a California nonprofit religious corporation (“Buyer”), and TULARE LOCAL HEALTHCARE DISTRICT, a local health care district of the State of California (“Seller”), for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Buyer assumes the Assumed Liabilities as such term is defined in the Agreement. Except as expressly assumed in this Assumption of Certain Liabilities, Buyer does not assume and shall not in any manner be responsible for any liability (including any contingent liability), obligation, lien or encumbrance of Seller. By: Its
Assumption of Certain Liabilities. 18 SECTION 2.04.
Assumption of Certain Liabilities. Purchaser shall assume and agree to pay and discharge when due all liabilities and obligations of Seller under the Contracts to the extent the same arise from and after the Effective Date (the "Assumed Liabilities").