Common use of Assumption of Liabilities by Purchaser Clause in Contracts

Assumption of Liabilities by Purchaser. Subject to the terms and conditions of this Agreement, from and after the Closing, Purchaser shall absolutely and irrevocably assume and discharge when due only the following Liabilities of Sellers and their Affiliates (other than the Transferred Entities): (a) all Liabilities arising out of or relating to the ownership, use or possession of the Transferred Assets after the Effective Time; (b) all Liabilities arising out of or relating to the Business or the conduct thereof after the Effective Time; (c) all Liabilities with respect to the Business set forth on the Financial Statements or the notes thereto or which arise after the Reference Date in the ordinary course, in each case to the extent not satisfied prior to the Effective Time; (d) all trade accounts payable of any Seller, whether recorded or unrecorded, to divisions or Affiliates of Sellers that are Transferred Entities or other parts of the Business transferred pursuant to this Agreement; (e) all Taxes relating to the Business, the conduct thereof, or the ownership, use or possession of the Transferred Assets after the Effective Time (including Taxes for any Straddle Period which are allocable pursuant to Section 10.3(d) to the portion of the Straddle Period beginning on the Closing Date), other than Retained Taxes (it being understood, for the avoidance of doubt, that notwithstanding any other provision of this Section 1.6, only such Taxes as are described in this Section 1.6(e) shall be assumed by Purchaser); (f) all Liabilities with respect to the employment or termination of employment of all Employees and Former Employees, in each case to the extent provided under Article 7, and all Liabilities under or with respect to the Assumed Benefit Plans; (g) all Liabilities under or with respect to the Transferred Contracts, Intellectual Property Licenses and Transferred Permits, whether arising before, on or after the Effective Time (other than to the extent that such Liabilities arise out of a breach or default by Sellers or their Affiliates in the period prior to the Effective Time); (h) all Liabilities arising out of or relating to any Business Intellectual Property, whether arising before, on or after the Effective Time, including maintenance fees and any costs, expenses and other fees associated or incurred in connection with the enforcement of such Business Intellectual Property against a third party as a result of such third-party infringement or misappropriation; (i) all Liabilities relating to products of the Business (including product warranty claims, product recalls and Product Liability Claims), other than Pre-Closing Product Liability Claims, Required Pre-Closing Product Recalls and Asbestos Claims; (j) all Liabilities of the Business arising under or related to Environmental Laws, Remediation or Environmental Claims other than the Pre-Closing Environmental Liabilities; (k) all Liabilities arising out of or relating to the matters set forth on Schedule 1.6(k); and (l) all other Liabilities assumed by Purchaser under this Agreement, including Liabilities relating to the matters described in Sections 1.7(b)-(m) to the extent excluded from such descriptions by virtue of any limitations set forth therein. The Liabilities described in the foregoing clauses 1.6(a) through 1.6(l) are referred to collectively as the “Assumed Liabilities”.