Common use of Assumption of Liabilities by the Purchaser Clause in Contracts

Assumption of Liabilities by the Purchaser. (a) Subject to the provisions of this Agreement, the Purchaser (or its applicable Affiliate designee) agrees to assume, pay, satisfy, discharge, perform and fulfil, from and after the Effective Time, all obligations and liabilities of the Purchased Business other than the Retained Liabilities, including (collectively, the “Assumed Liabilities”): (i) all obligations and liabilities of the Sellers under the Assumed Contracts and the Purchased IP; (ii) all obligations and liabilities of the Sellers under the Authorizations referred to in Section 2.2(f), excluding for greater certainty the MSRCC Authorizations; (iii) all Current Liabilities; (iv) all obligations and liabilities of any Seller related to the Purchased Assets and the operations of the Purchased Business (other than Retained Liabilities) regardless of whether or not such obligations and liabilities exist prior to the Time of Closing or arise from and after the Time of Closing; (v) all obligations and liabilities of the Purchased Entity; and (vi) all obligations respecting Employees which are specifically assumed by the Purchaser pursuant to Section 6.6. (b) Notwithstanding anything to the contrary in Section 2.3 or Section 2.4(a), Assumed Liabilities shall exclude the following obligations and liabilities of the Sellers: (i) all obligations and liabilities of any Seller for or in respect of any indebtedness to any other Seller or any Related Party of any Seller, including any accrued or unpaid principal, interest, fees or other amounts or obligations; (ii) all obligations and liabilities of the Sellers under the MSRCC Authorizations; (iii) all obligations and liabilities of any Seller for or in respect of any indebtedness for borrowed money owed to any Person other than another Seller or any Related Party of any Seller; (iv) all obligations and liabilities of any Seller (or members, partners or shareholders of any Seller) for any Taxes excluding, for greater certainty, Taxes in respect of the operation of the Purchased Business after Closing; (v) all liabilities retained by Sellers pursuant to Section 6.6; (vi) any change of control payments, transaction payments or bonuses payable to any Person or any other liabilities payable to any Person as a result of the transactions contemplated by this Agreement or the process of selling the Purchased Business (in each case, other than in connection with customer Contracts, and other than liabilities assumed by the Purchaser pursuant to Section 6.6), or any liability to distribute any portion of the Purchase Price to any of the Sellers’ securityholders, Employees, or any other Person or otherwise apply all or any part of the consideration received by the Sellers under this Agreement (including for the avoidance of doubt, as a result of the Declarations); (vii) the obligations of any Seller under this Agreement; and (viii) all obligations and liabilities of any Seller related to the Excluded Assets other than the Purchased Entity (collectively, the “Retained Liabilities”).

Assumption of Liabilities by the Purchaser. (a) Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, the Purchaser (or its applicable Affiliate designee) agrees to shall, by executing and delivering at the Closing the Assumption Agreement, assume, and agree to pay, satisfy, discharge, perform and fulfildischarge when due, from any and all of the Liabilities of the Seller to the extent primarily relating to the Business or the Purchased Assets, whether accrued or arising before, on or after the Effective TimeClosing Date, all obligations and liabilities not satisfied or extinguished as of the Purchased Business other than Closing Date, except the Retained Liabilities, including Excluded Liabilities (collectively, the “Assumed Liabilities”); provided that in no event shall the Assumed Liabilities include Indebtedness or payables owed to the Seller or its Affiliates. (b) The Seller shall retain, and shall pay, perform and discharge when due, and the Purchaser shall not assume or have any responsibility for, all of the following Liabilities (the “Excluded Liabilities”): (i) all obligations and liabilities Taxes now or hereafter owed by the Seller or any of its Affiliates that are attributable to the operations or activities of the Sellers under the Assumed Contracts Business and the Purchased IPrelate to any Pre-Closing Period; (ii) all obligations and liabilities Liabilities to the extent arising out of or relating to the Sellers under Excluded Assets (other than Liabilities reflected or reserved against on the Authorizations referred Financial Statements, all of which shall be Assumed Liabilities notwithstanding anything in this Agreement to in Section 2.2(fthe contrary), excluding for greater certainty the MSRCC Authorizations; (iii) all Current Liabilitiesdebts and other obligations due from the Seller to any of its Affiliates (other than any debts and other obligations arising out of or relating to the Business or the Purchased Assets); (iv) all debts and other obligations and liabilities of any Seller related to the Purchased Assets and the operations of the Purchased Business (other than Retained Liabilities) regardless of whether or not such obligations and liabilities exist prior to the Time of Closing or arise from and after the Time of ClosingSeller for borrowed money; (v) all obligations and liabilities Liabilities of the Seller to the extent not arising out of or relating to the Business or the Purchased EntityAssets; and (vi) all obligations respecting Employees Liabilities of the Seller under the retention agreements (excluding all payments from the 2007 Management Incentive Plan which are specifically assumed by shall be the Purchaser pursuant to responsibility of the Purchaser) listed on Section 6.63.01(b)(vi) of the Disclosure Schedule (the “Executive Retention Agreements”). (bc) Notwithstanding anything to From and after the contrary in Section 2.3 or Section 2.4(a)Closing, Assumed Liabilities the Seller shall exclude the following obligations indemnify and liabilities of the Sellers: (i) all obligations and liabilities of any Seller for or in respect of any indebtedness to any other Seller or any Related Party of any Seller, including any accrued or unpaid principal, interest, fees or other amounts or obligations; (ii) all obligations and liabilities of the Sellers under the MSRCC Authorizations; (iii) all obligations and liabilities of any Seller for or in respect of any indebtedness for borrowed money owed to any Person other than another Seller or any Related Party of any Seller; (iv) all obligations and liabilities of any Seller (or members, partners or shareholders of any Seller) for any Taxes excluding, for greater certainty, Taxes in respect of the operation of the Purchased Business after Closing; (v) all liabilities retained by Sellers pursuant to Section 6.6; (vi) any change of control payments, transaction payments or bonuses payable to any Person or any other liabilities payable to any Person as a result of the transactions contemplated by this Agreement or the process of selling the Purchased Business (in each case, other than in connection with customer Contracts, and other than liabilities assumed by save the Purchaser pursuant to Section 6.6), harmless for and against all Losses arising out of or any liability to distribute any portion of the Purchase Price to any of the Sellers’ securityholders, Employees, or any other Person or otherwise apply all or any part of the consideration received by the Sellers under this Agreement (including for the avoidance of doubt, as a result of the Declarations); (vii) the obligations of any Seller under this Agreement; and (viii) all obligations and liabilities of any Seller related to resulting from the Excluded Assets other than the Purchased Entity (collectively, the “Retained Liabilities”).