Common use of Assumption of Certain Liabilities Clause in Contracts

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. Upon On the terms Closing Date, Buyer shall execute and subject deliver to Seller the conditions of this Assignment and Assumption Agreement, Purchaser agreespursuant to which Seller shall convey, effective at the Closingassign, except as set forth in Section 2.5and transfer to Buyer, and Buyer shall assume and agree to assume all pay, perform and discharge when due, only the following Liabilities of the Seller Corporations (collectively, the "ASSUMED LIABILITIES"): (a) all Liabilities arising out of with respect to the Purchase Orders or relating the Assigned Contracts to any Product Claim made be performed by the Business on or after the Closing that results from the use or misuse of any Products shipped to a third party prior to or after the ClosingDate; (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 the terms of the Assigned Contracts, but only to the extent that such Liabilities relate to the period from and after the Closing, provided that the Assumed Liabilities shall not include any contracts, agreements, licenses or commitments that are assigned Liability for breaches by Seller of such Assigned Contracts occurring prior to Purchaser the Closing; (c) the Liabilities with respect to the Transferred Employees assumed by Buyer pursuant to Section 2.1 or 2.2(a6.6 hereof; (d) at or after the ClosingLiabilities assumed by Buyer pursuant to (i) the final sentence of Section 6.3(a) and (ii) Section 6.13 hereof; (e) all Liabilities for warranty claims arising out in respect of or relating to (i) the return of any products 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 Business shipped or sold after the Closing; and (gf) all other any Liabilities relating solely to arising in connection with the Products to ownership of the extent relating to any period on or Assets and/or the conduct of the Business after the Closing.

Assumption of Certain Liabilities. Upon On the terms and subject to the conditions of this Agreement, on the Closing Date, simultaneously with the transfer, conveyance and assignment by Seller to Purchaser agreesof the Purchased Assets, effective at the Closing, except as set forth in Section 2.5, to Purchaser shall assume all or otherwise be liable for the following Liabilities of Seller, excluding the Seller Corporations Excluded Liabilities (collectively, the "ASSUMED LIABILITIES"“Assumed Liabilities”): (a) all Liabilities arising out of or Seller relating to any Product Claim made after the Business as and to the extent set forth on the Closing that results from Balance Sheet and taken into account in the use or misuse calculation of any Products shipped to a third party prior to or after the ClosingFinal Net Working Capital; (b) all Liabilities for lawsuits commenced prior of Seller under (i) the Assumed Contracts, and (ii) the leases, contracts, licenses, purchase orders, sales orders, commitments and other agreements to which Seller is a party or in which Seller has rights relating to the Business and entered into by Seller after the Closing date hereof consistent with the terms of this Agreement and included in the Purchased Assets, except in each case, to the extent relating such Liabilities, but for a breach or default by Seller, would have been paid, performed or otherwise discharged on or prior to the Intellectual Property, including Closing Date or to the litigation matters set forth as items 2 and 3 on Schedule 5.5extent the same arise out of any such breach or default; (c) all Liabilities in connection with the Transferring Employees 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 extent arising from activities after the Closing;, and relating to any period of employment with Purchaser or its Affiliates; and (d) all Liabilities arising after the Closing under any contracts, agreements, licenses or commitments that are assigned in respect to Taxes for which Purchaser is liable 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 Closing7.16(a).

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 Product 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 matter set forth as items 2 and 3 item 1 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 Product consistent with past practice for Products any Product that have has 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 Product after the Closing, (ii) any chargebacks relating to any of the Products Product 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 Product with respect to the period on or after the Closing; and (g) all other Liabilities relating solely to the Products Product to the extent relating to any period on or after the Closing.

Assumption of Certain Liabilities. Upon the terms and subject to the conditions of this Agreement, the Purchaser Group 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"“Assumed Liabilities”): (a) all Liabilities arising out of or relating to any Product Claim lawsuits commenced and claims made after the Closing that results (including claims of patent or other intellectual property infringement) to the extent resulting from the use operation of the Real Property or misuse the ownership of any Products shipped to a third party prior to or the Purchased Assets after the Closing, except for any claims or lawsuits related to the API Operations conducted by the Sellers; (b) all Liabilities resulting from a claim by a third party for lawsuits commenced prior to money or other compensation (beyond the cost of a particular product) in respect of injury allegedly due and owing as a result of the operation of the Facility after the Closing Closing, including, without limitation, warranty obligations and irrespective of the legal theory asserted, except for any Liabilities related to the extent relating to API Operations conducted by the Intellectual Property, including the litigation matters set forth as items 2 and 3 on Schedule 5.5Sellers; (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, leases, licenses or commitments that are assigned to Purchaser pursuant to Section 2.1 or 2.2(a) 2.2 at or after subsequent to the Closing; (ed) all Liabilities arising out of or to suppliers for materials and services relating to (i) the return of any operation of the Products after Facility (excluding the API Operations) ordered in the ordinary course of business prior to the Closing, (ii) any chargebacks relating to any of the Products claimed but scheduled to be due and owing delivered or provided after the Closing as set forth on Schedule 2.4(d), which schedule shall be mutually agreed to by the parties and provided five (iii5) days prior to Closing, except for any Rebates occurring in the calendar quarters subsequent Liabilities related to the expiration of API Operations conducted by 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 ClosingSellers; and (ge) except as provided in Section 2.5, all other Liabilities arising after the Closing relating solely to the Products ownership or operation of the Purchased Assets, except for any Liabilities related to the extent relating to any period on or after API Operations conducted by the ClosingSellers.

Assumption of Certain Liabilities. Upon the terms On and subject to the terms and conditions of this Agreement, Purchaser agrees, effective at as of the Closing, except Purchaser shall assume and agree to pay and discharge when due solely the following Liabilities of Sellers, to the extent that they are not Excluded Liabilities and to the extent they relate to the Business (collectively, the “Assumed Liabilities”): AmericasActive:13598183.18 (i) Liabilities of Sellers under Included Contracts that, by the terms of such Included Contracts, arise and accrue after the Closing, relate to periods following the Closing and are by their terms to be observed, paid, discharged, and performed following the Closing (in each case not resulting in whole or in part from, arising out of, relating to, in the nature of, or caused by any Breach of Contract, Breach of warranty, tort, strict liability, infringement, Hazardous Materials, or Breach of Law); (ii) Liabilities of Sellers for those trade accounts payable or accrued expenses that are reflected on the face of the Balance Sheet (rather than any notes thereto) or have arisen and accrued after the Balance Sheet Date until the Closing (and remain unpaid as of Closing), in each case to the extent such Liabilities were incurred in the Ordinary Course to non-Affiliates and are current liabilities of Sellers that are included in the calculation of Final Closing Net Working Capital (in each case not resulting in whole or in part from, arising out of, relating to, in the nature of, or caused by any Breach of Contract, Breach of warranty, tort, strict liability, infringement, Hazardous Materials, or Breach of Law) (for the avoidance of doubt, excluding any Liabilities referenced in Section 1.1(d)(iv)); (iii) Liabilities set forth in Section 2.5, to assume all the following Liabilities 1.1(c)(iii) 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 ClosingDisclosure Schedule.

Assumption of Certain Liabilities. Upon On the terms Closing Date, Buyer shall execute and subject deliver to Seller the conditions of this Assignment and Assumption Agreement, Purchaser agreespursuant to which Seller shall convey, effective at the Closingassign, except as set forth in Section 2.5and transfer to Buyer, and Buyer shall assume and agree to assume all pay, perform and discharge when due, only the following Liabilities of the Seller Corporations (collectively, the "ASSUMED LIABILITIES"“Assumed Liabilities”): (a) all Liabilities arising out of with respect to the Purchase Orders or relating the Assigned Contracts to any Product Claim made be performed by the Business on or after the Closing that results from the use or misuse of any Products shipped to a third party prior to or after the ClosingDate; (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 the terms of the Assigned Contracts, but only to the extent that such Liabilities relate to the period from and after the Closing, provided that the Assumed Liabilities shall not include any contracts, agreements, licenses or commitments that are assigned Liability for breaches by Seller of such Assigned Contracts occurring prior to Purchaser the Closing; (c) the Liabilities with respect to the Transferred Employees assumed by Buyer pursuant to Section 2.1 or 2.2(a6.6 hereof; (d) at or after the ClosingLiabilities assumed by Buyer pursuant to (i) the final sentence of Section 6.3(a) and (ii) Section 6.13 hereof; (e) all Liabilities for warranty claims arising out in respect of or relating to (i) the return of any products 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 Business shipped or sold after the Closing; and (gf) all other any Liabilities relating solely to arising in connection with the Products to ownership of the extent relating to any period on or Assets and/or the conduct of the Business after the Closing.

Assumption of Certain Liabilities. Upon Subject to the terms and subject to the conditions of this Agreement, Purchaser agrees, effective at the Closing, except as set forth in Section 2.5herein, ▇▇▇▇▇ shall assume and agree to assume all pay, perform and discharge when due only the following Liabilities of the Seller Corporations (collectively, the "ASSUMED LIABILITIES"):“Assumed Liabilities”), and no other Liabilities: (a) all Liabilities arising out of under or relating to any Product Claim made Assigned Contracts but only to the extent that such Liabilities thereunder are required to be performed after the Closing that results from Date, were incurred in the use ordinary course of business, and do not relate to any failure to perform, improper performance, warranty, or misuse of any Products shipped to a third party other breach, default, or violation by Seller on or prior to or after the Closing; (b) all Liabilities for lawsuits commenced prior to liabilities and obligations of Buyer or after the Closing to the extent its affiliates relating to the Intellectual Propertyemployee benefits, including the litigation matters set forth as items 2 compensation or other arrangements with respect to those Transferrable Employee who are hired by ▇▇▇▇▇, and 3 on Schedule 5.5solely with respect to those liabilities and obligations which relate to events occurring after such Transferable Employee accepts employment or is formally engaged by ▇▇▇▇▇; (c) all liabilities and obligations for (i) taxes relating to the Business, the Purchased Assets or the Assumed Liabilities for any taxable period beginning after the Closing Date and (ii) taxes for which Buyer is liable pursuant 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 ClosingSection 4.10; (d) all Liabilities arising after the Closing under any contractsMinehut credits, agreements, licenses inclusive of credits purchased or commitments that are assigned to Purchaser pursuant to Section 2.1 or 2.2(a) at or after the Closing;earned by Minehut users and (e) all Liabilities other liabilities and obligations arising out of or relating to (i) the return of any Buyer’s ownership or operation 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 Business 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 Purchased Assets after the Closing.