Liabilities Assumed by Buyer Clause Samples
Liabilities Assumed by Buyer. As further consideration for consummation of the Transactions, at the Closing, Buyer shall assume and agree to thereafter pay when due and discharge the Assumed Liabilities. Buyer shall not assume nor be liable for any Liabilities of Sellers other than the Assumed Liabilities. Buyer is not a successor to Seller. Except as to the Assumed Liabilities, none of Buyer, Buyer's Representatives or its or their Affiliates shall have any liability for claims against Sellers (whether or not currently known) as a result of Buyer's purchase of the Acquired Assets or the consummation of the Transactions hereunder. The Sale Order shall provide that Buyer shall not assume or be liable for any Liabilities of Sellers other than the Assumed Liabilities. Unless otherwise expressly agreed, the Assumed Liabilities shall exclude, and Buyer shall not by this Agreement be deemed to assume or to become responsible for or subject to any liability of any of Sellers, or otherwise in respect of the Business or the Acquired Assets, of any nature, including, without limitation, the following (collectively, the "EXCLUDED LIABILITIES"):
(a) any Liability for Taxes, incurred or suffered by Sellers in the conduct of, or relating to, the Business or the Acquired Assets prior to Closing or incurred by Sellers with respect to any of the transactions contemplated hereby;
(b) any Liability, whether civil or criminal in nature, arising out of any actual or alleged violations by Sellers which occurred, or which are alleged to have occurred, prior to Closing, or by any previous owner of any of the Acquired Assets, of any Regulation or Order;
(c) any Liability arising under any contract or agreement other than the Assumed Contracts;
(d) any Liability of Sellers under unsatisfied purchase obligations;
(e) any Liability of Sellers for any refunds, rebates (other than Customer Rebates), discounts or other such sums, whether falling due before or after the Closing Date;
(f) any Liability of Sellers including, without limitation, inter-company interest payable and accounts payable or any liabilities owed by Sellers to any shareholder, investor, member, partner, equity participant or other Person having an interest in any of Sellers;
(g) any Liability of Sellers for legal, accounting and other professional services rendered to Sellers;
(h) any Liability of Sellers sought to be imposed upon Buyer or arising out of any claim to the extent based upon an event occurring, or a claim arising, (i) prior to Closi...
Liabilities Assumed by Buyer. Buyer shall pay and otherwise perform when due the obligations of Sellers: (a) under the Store Leases and the Assumed Contracts relating to periods after the Closing Date (as defined in Section 5 below); and (b) to Sellers' current employees only for post-petition accrued but unused PTO (paid time-off) including, without limitation, accrued but unused sick leave, family leave and vacation time for those employees that Buyer, in the exercise of its sole judgment, elects to employ as provided in Section 3.3 below (collectively the "Assumed Liabilities").
Liabilities Assumed by Buyer. Upon the terms and subject to the conditions of this Agreement, and in reliance on the representations, warranties, covenants and agreements made by the Company herein, effective as of the Closing Date, Buyer shall assume and be obligated pursuant to this Agreement to pay when due, perform or discharge only the debts, claims, liabilities, obligations and expenses described below and on Schedule 2.1(c) (collectively, the “Assumed Liabilities”):
(i) (A) the deferred subscriber liability; and (B) executory obligations arising from the Assumed Contracts which are to be performed after the Closing Date; provided, however, that Buyer shall not assume any (x) liability of any nature related to any Excluded Liabilities, (y) obligations arising from any Contracts attributable or relating to the Business, the rights to which are not, for any reason, assigned to Buyer as required pursuant to the terms of this Agreement, or (z) liabilities arising from the breach of any Assumed Contracts by the Company or its affiliates occurring prior to the Closing Date, excluding, however, liabilities arising from any continuation of such breach by Buyer after the Closing Date; Table of Contents (ii) Transfer Taxes in accordance with Section 11.2;
(iii) all Liabilities in connection with, arising under or pursuant to, the Company IP (as defined below) comprising a portion of the Purchased Assets, occurring after the Closing Date;
(iv) all Liabilities of the Company with respect to accrued vacation and severance, if any, of all the Retained Employees to the extent included in the Net Working Capital on the Closing Statement;
(v) Liabilities of the Company to accept returns or to provide product warranty services with respect to customers of the Business, regardless of when the products or services associated with the Business were purchased;
(vi) all current trade accounts payable, current accrued expenses and other current liabilities, in each case existing as of the Closing, in each case to the extent related to the Business arising in the ordinary course of business consistent with past practice and calculated in accordance with GAAP and included on the Closing Statement (as defined below) (the “Accounts Payable”);
(vii) all agency subscriber liability, whether or not reflected on the Balance Sheet; and
(viii) all purchase orders exclusively related to the Business issued in the ordinary course of business to vendors which have not yet been invoiced by the vendors. Notwithstandin...
Liabilities Assumed by Buyer. In addition to payment of the Purchase Price, except for the Excluded Obligations (as defined below), Buyer shall assume, as of the Closing Date, the Liabilities of Seller relating to the Business listed on Schedule 2.5(a) attached hereto. Such obligations and liabilities to be assumed by Buyer pursuant to this Agreement are sometimes collectively referred to herein as the "Assumed Liabilities."
Liabilities Assumed by Buyer. Buyer shall, effective as of the Closing and without any further responsibility or liability of or recourse to Seller, or its directors, shareholders, officers, partners, employees, agents, consultants, representatives, successors, transferees or assignees, absolutely and irrevocably assume and shall be liable and responsible for the claims, liabilities, and obligations of Seller with respect to the Assets, whether or not disclosed to Buyer, and whether or not occurring or arising prior to, at or after Closing.
Liabilities Assumed by Buyer. Section 2.2. Liabilities Not Assumed by Buyer.................3
Liabilities Assumed by Buyer. 9 2.2. Liabilities Not Assumed by Buyer ............................... 10
Liabilities Assumed by Buyer. As of the Closing Date (as ---------------------------- hereinafter defined in Section 3.1), Buyer shall assume only the following liabilities of Seller (the "Assumed Liabilities"): (a) liabilities arising from and after the Closing Date under the Assigned Contracts and the Lease; and (b) warranty liabilities ("Assumed Warranties"), if any, to the extent of the warranty reserve reflected in the Closing Balance Sheet (as hereinafter defined in Section 3.6).
Liabilities Assumed by Buyer. 13 Section 2.5. Payment of Purchase Price for Acquired Assets............................14 Section 2.6. Further Assurances.......................................................15 Section 2.7. Closing..................................................................15
Liabilities Assumed by Buyer. In partial payment of the Purchase Price (as defined in Section 3.1), the Buyer shall assume only liabilities and obligations under contracts and other agreements to which the Seller is a party and relating to the Purchased Assets only, to the extent existing on the Effective Date. The specific liabilities to be assumed by the Buyer pursuant to this Agreement are hereinafter sometimes collectively referred to as the “Assumed Liabilities.”