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. On and subject to the terms and conditions of this Agreement, as of the Closing, Purchaser shall assume and agree to pay and discharge when due solely the following Liabilities of Seller, to the extent that they are not Excluded Liabilities (collectively, the “Assumed Liabilities”):
(i) Liabilities of Seller under Included Contracts that arise and accrue after the Closing, relate to periods following the Closing, and are to be observed, paid, discharged, and performed following the Closing;
(ii) all Liabilities or obligations arising out of any Legal Proceeding related to or arising out of the Business or the Purchased Assets, in each case, solely to the extent arising out of or in connection with acts, omissions or circumstances occurring at or after the Closing (but in no event arising out of or in connection with acts, omissions or circumstances occurring prior to the Closing);
(iii) Liabilities of Seller to the extent that such Liabilities or a reserve therefore are included in the calculation of Final Closing Net Working Capital;
(iv) Seller’s liability for the Retention Payments, pursuant to agreements entered into pursuant to Section 4.13(b) (which, for purposes of clarity, shall not be treated as a “current liability” in Closing Working Capital; it being the intent of the Parties that such expense be borne by Purchaser);
(v) those Liabilities with respect to each Transferred Employee that are expressly assumed by Purchaser pursuant to Section 4.13, and all Liabilities with respect to such Transferred Employees arising after the Closing (but not any Liabilities described in Section 1.1(d)(viii)); and
(vi) all Liabilities solely to the extent relating to or arising out of the Purchased Assets or the Business arising out of or in connection with any act, omission or circumstance occurring at any time after the Closing (but in no event arising out of or in connection with any act, omission or circumstance occurring prior to the Closing). For the avoidance of doubt, to the extent the existence of any of the Liabilities set forth above constitutes any actual or alleged Breach of any representation, warranty or covenant contained in the Transaction Documents or any other agreement or document delivered in connection therewith, Purchaser’s obligations under this Section 1.1(c) shall continue in full force and effect; provided, however, that nothing herein shall limit any right of the Purchaser Indemnitees to (i) any right to indemnification therefore set f...
Assumption of Certain Liabilities. Except as expressly contemplated by this Section 1.4, Purchaser shall not assume any Liabilities of Seller (whether or not related to the Transferred Assets, the Business or the Excluded Assets). At the Closing, Purchaser shall (A) assume the lesser of (x) One Million Five Hundred Thousand Dollars ($1,500,000) of indebtedness under the Sallyport Facility and (y) the actual amount of indebtedness under the Sallyport Facility (including the principal amount thereof and accrued and unpaid interest thereunder) (the “Sallyport Assumed Debt Amount”); (B) assume Seller’s obligation to refund a security deposit in the amount of Five Hundred Forty-Eight Thousand Three Hundred Sixty-Four Dollars ($548,364) (the “Security Deposit Amount”) to its subtenant pursuant to the Sublease Agreement, dated as of December 27, 2017, between Say Media, Inc. and Cloudpassage, Inc., at the end of such sub-tenancy on or about August 31, 2018; (C) assume, discharge and perform as and when due all of the obligations of Seller under the Seller Contracts identified on Schedule 1.1(d) and under the Real Property Leases; provided, however, if Seller shall not have obtained, prior to the Closing Date, any Consent required to be obtained from any Person with respect to the assignment or delegation to Purchaser of any rights or obligations under a Seller Contract identified on Schedule 1.1(d), the respective benefits and burdens under such Seller Contract shall be treated as set forth in Section 6.11; (D) assume Seller’s obligations with respect to all sales commissions that remain unpaid as of the Closing payable to any Seller Service Provider with respect to Seller’s second and third fiscal quarters of its fiscal year ending December 31, 2018; (E) assume the Liabilities of Seller set forth on Schedule 1.4; and (F) the Liabilities of Seller arising in the ordinary course of business from and after July 31, 2018 through to and including the Closing (clauses (A) through (F), collectively, the “Assumed Liabilities”).
Assumption of Certain Liabilities. (a) Subject to the terms and conditions of this Agreement, except as otherwise specifically provided in this Section 1.2 (including in respect of the Retained Liabilities, as set forth in paragraph (b) below) or in Section 1.3, Buyer hereby assumes and agrees to pay, discharge or perform, as appropriate, the following specific liabilities and obligations of Seller (the "Acquired Liabilities"):
(i) the liabilities and obligations of Seller arising in the regular and ordinary course of the Business that are reflected on the face of the Closing Net Asset Statement (excluding any notes or schedules thereto) in accordance with Section 1.6, but only to the extent of the amount reflected thereon;
(ii) all liabilities and obligations of Seller that are required to be performed or fulfilled, in whole or in part, on or after the Closing Date under the Contracts, except that Buyer shall not assume or agree to pay, discharge or perform any liabilities or obligations under any Contracts (A) that were required to be performed or fulfilled on or prior to the Closing Date or (B) that arise out of any breach or default (including for this purpose any event which, with notice or lapse of time, or both, would constitute such a breach or default) by Seller of any provision of any Contract, including liabilities or obligations arising out of any failure to perform any agreement, contract, commitment or lease in accordance with its terms prior to the Closing; and
(iii) the costs, up to $15,000, of the financial audit report of the Business for the five-month period ended May 31, 2002, requested by Buyer as a condition to Closing set forth in Section 5.1(g) below.
(b) Buyer is not assuming any liabilities, commitments or obligations (contingent or absolute, known or unknown and whether or not determinable as of the Closing) of Seller except for the Acquired Liabilities as specifically and expressly provided for above, whether such liabilities or obligations relate to payment, performance or otherwise, and all liabilities, commitments or obligations not expressly transferred to Buyer hereunder as Acquired Liabilities are being retained by Seller (the "Retained Liabilities"), who shall remain liable therefor in accordance with the terms of this Agreement. Seller shall indemnify Buyer from all Retained Liabilities, including any Retained Liabilities created by statute or common law, in accordance with Section 6.1 hereof. Without limiting the foregoing, all of the following shall be...
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. Upon the terms and subject to the conditions contained herein, at the Closing, Buyer shall assume those obligations of Seller relating to the Assets set forth on Schedule 2.2, together with responsibility for the expenses and liabilities associated with the ownership and operation of the Business incurred on or after the Closing Date (excluding all indebtedness relating to the Business, the Clinics or the Assets existing on the Closing Date), (collectively, the "Assumed Liabilities"). Except with respect to the foregoing, no expenses and liabilities of any kind whatsoever of the Seller or the Business or relating to the Assets incurred before or existing on the Closing Date shall be assumed by Buyer, and all such expenses and liabilities shall remain the responsibility of Seller. Except as specifically agreed by Buyer pursuant to Section 5.3, Buyer will not assume liability with respect to the employees of Seller, or for any action or inaction relating to any time prior to their date of employment, nor with respect to any claims, liabilities or obligations arising out of any pension, profit sharing or Section 401(k) plan covering such employees or any claims, liabilities or obligations related in any way to Seller. For purposes of this Section (and without limiting the generality of foregoing), any and all malpractice claims arising from events or occurrences prior to the Closing Date shall be deemed to have been incurred before the Closing Date.
Assumption of Certain Liabilities. 18 SECTION 2.04.
Assumption of Certain Liabilities. Upon the terms and subject to the conditions of this Agreement, Purchaser agrees, effective at the Closing, except as set forth in Section 2.5, to assume all the following Liabilities of the Seller Corporations (collectively, the "ASSUMED LIABILITIES"):
(a) all Liabilities arising out of or relating to any Product Claim made after the Closing that results from the use or misuse of any Products shipped to a third party prior to or after the Closing;
(b) all Liabilities for lawsuits commenced prior to or after the Closing to the extent relating to the Intellectual Property, including the litigation matters set forth as items 2 and 3 on Schedule 5.5;
(c) all Liabilities to customers under purchase orders made in the ordinary course of the sale and marketing of the Products consistent with past practice for Products that have not yet been shipped at the Closing;
(d) all Liabilities arising after the Closing under any contracts, agreements, licenses or commitments that are assigned to Purchaser pursuant to Section 2.1 or 2.2(a) at or after the Closing;
(e) all Liabilities arising out of or relating to (i) the return of any of the Products after the Closing, (ii) any chargebacks relating to any of the Products claimed to be due and owing after the Closing and (iii) any Rebates occurring in the calendar quarters subsequent to the expiration of the first full calendar quarter after the Closing and the related reporting activities;
(f) all Liabilities for Taxes relating solely to the Products with respect to the period on or after the Closing; and
(g) all other Liabilities relating solely to the Products to the extent relating to any period on or after the Closing.
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. 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. 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").