Liabilities Assumed by Purchaser Sample Clauses
Liabilities Assumed by Purchaser. As further consideration for the purchase of the Acquired Assets and consummation of the other transactions contemplated hereby, on the Closing Date, Purchaser shall assume and agree to perform and discharge in full, when due, the liabilities of Seller and the Business arising under or associated with (collectively, the “Assumed Liabilities”):
(a) Purchaser’s conduct of the Business after the Closing Date, including with respect to the use of the Acquired Assets and the hiring and employment of the Employees; provided that:
(i) obligations for services rendered both prior to and after the Closing Date will be allocated between Purchaser and Seller based on the Closing Date (e.g., an invoice for services rendered for the third quarter would be allocated 1/3 to Seller as an Excluded Liability and 2/3 to Purchaser as an Assumed Liability;
(b) All product liability claims caused by or the result of any product produced or manufactured by Purchaser after Closing;
(c) All outstanding warranty claims and all warranty claims asserted in writing from and after the Closing;
(d) Any recalls by a third party of a product of such third party which utilizes a product sold, distributed or otherwise placed in the stream of commerce by Purchaser in the Business after Closing (other than any such product that was manufactured by Seller on or before Closing), or manufactured by Purchaser in the Business after Closing;
(e) Except as expressly provided in Section 2.3 below, any of the following matters: (i) any violation of any Environmental Law with respect to the operation of the Business; and (ii) any generation, treatment, storage, transport, management, use, handling, disposal, leakage, spill or release of any Hazardous Material with respect to the operation of the Business on, under or migrating from the Owned Real Property (collectively, items (i) and (ii) are hereinafter sometimes referred to as the “Environmental Liabilities”), regardless of when or where such Environmental Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Closing; and
(f) The Assumed Contracts.
Liabilities Assumed by Purchaser. 9 2.4 Liabilities Not Assumed by the Purchaser........................................................... 10 2.5
Liabilities Assumed by Purchaser. Upon the terms and subject to the conditions of this Agreement, effective as of the Closing Date, Purchaser or any Purchaser Affiliate shall assume and be obligated to pay when due, perform, or discharge only the Assumed Liabilities.
Liabilities Assumed by Purchaser. (a) Purchaser, in connection with the purchase of the Assets, at the Closing, shall assume the following liabilities and obligations of Seller ("ASSUMED LIABILITIES"): (i) all liabilities and obligations of Seller that arise due to any occurrence subsequent to the Closing, or due to an action or omission of Purchaser or in connection with the operation of the Business, subsequent to the Closing, and to the extent that such liabilities and obligations are by their terms to be performed after the Closing under the terms of a Contract, agreement, license, sales order, purchase order or other commitment (including Permits as defined in Section 4.10(A)) that is assigned to Purchaser hereunder and that is listed on Schedule 1.1(c) other than liabilities and obligations arising out of the breach by Seller, of any such Contract, agreement, license, sales order, purchase order or other commitment, provided that as a condition to such assumption of each loan set forth on Schedule 1.1(c), Purchaser must reach accommodation prior to Closing with each of Seller's lenders and must be permitted to assume each such loan, and (ii) the Accounts Payable as set forth on the Accounts Payable Schedule, as defined in Section 6.7 (c). At the Closing, the aggregate of the (A) Accounts Payable, (B) the loans and obligations set forth on Schedule 1.1(c) and (C) any and all other liabilities of Seller of any nature assumed under this Agreement, with the exception of those contracts included in SCHEDULE 1.3(E), shall not exceed the Accounts Receivable Certification, as defined in Section 6.7(b) ("AGGREGATE SPECIFIC ASSUMED LIABILITIES").
Liabilities Assumed by Purchaser. Upon the terms and subject to the conditions of this Agreement, and in reliance on the representations, warranties, covenants and agreements made by Seller herein, effective as of the Closing Date, Purchaser 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 1.1(c) (collectively, the “Assumed Liabilities”):
(i) executory obligations arising from the Purchased Contracts which are to be performed after the Closing Date; provided, however, that Purchaser shall not assume any (x) costs or expenses related to any Excluded Liabilities, (y) obligations arising from any contracts, instruments, agreements, commitments or other understandings or arrangements attributable or relating to the Business, the rights to which are not, for any reason, assigned to Purchaser as required pursuant to the terms of this Agreement, and (z) obligations which are past due or arise as a result of or in connection with a breach or default by Seller under any of the Purchased Contracts or a violation of any Laws or public policy which occurred on or prior to the Closing Date; and
(ii) all Taxes accrued on or after the Closing Date in connection with the ownership of the Purchased Assets and the operation of the Business after the Closing Date.
Liabilities Assumed by Purchaser. As of the Effective Time, subject to the terms and conditions set forth in this Agreement, Seller shall transfer and assign to Purchaser, and Purchaser shall assume from Seller and agree to pay, perform and discharge the following Liabilities of Seller other than Excluded Liabilities (collectively, the “Assumed Liabilities”): (i)the obligation to pay the Deposits to the extent attributable to any period commencing from and after the Effective Time; (ii)the obligations and Liabilities of Seller under the Acquired Contracts to the extent attributable to any period commencing from and after the Effective Time; and (iii)all Liability for Taxes imposed with respect to the Program attributable to any period (or portion thereof) commencing from and after the Effective Time. (b)
Liabilities Assumed by Purchaser. Upon the terms and subject to the conditions of this Agreement, and in reliance on the representations, warranties, covenants and agreements made by Sellers herein, effective as of the Closing Date, Purchaser 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 on Schedule 1.3, including the following (collectively, the "Assumed Liabilities"):
(i) (a) trade accounts payable and accrued expenses of the Business that are in existence as of 11:59 p.m. New York time on the day prior to the Closing Date and are either reflected on the Financial Statements or, if incurred after the date of the Financial Statements, are incurred in compliance with this Agreement (except for the payables which are specifically excluded, as further described on Schedule 1.4) (the "Accounts Payable"); and (b) executory obligations arising from the Business which are not included in the financial statements of the Business and which (A) are incurred under an Assumed Contract for the sale or purchase of goods or services related to the Business, (B) are to be performed after the Closing Date, or (C) if incurred after the date of this Agreement, are incurred in compliance with this Agreement; provided, however, that Purchaser shall not assume any (x) accrued legal costs or expenses related to any Excluded Liabilities,
Liabilities Assumed by Purchaser. As further consideration for the purchase of the Acquired Assets and consummation of the other transactions contemplated hereby, on the Closing Date, Purchaser shall assume and agree to perform and discharge in full, when due, the Liabilities of Seller arising under or associated with the following (collectively, the “Assumed Liabilities”):
(a) The Transferred Pension Liabilities;
(b) Except as expressly provided in Section 2.3 below, any Environmental Liabilities on, under or migrating from the Transferred Real Property which arise and the facts on which they are based occur subsequent to the Closing;
(c) The Assumed Contracts, excluding Liability for any breach by Seller of an Assumed Contract where such breach occurred prior to the Closing Date; and
(d) The accruals with respect to the Business as described on Schedule 2.2(d) to the extent that such accruals arose in the Ordinary Course of Business, consistent with past practice, and are outstanding on the Closing Date (the “Balance Sheet Accrual Amount”).
Liabilities Assumed by Purchaser. As part consideration for this transaction based on the representations of Seller in Section 2.6 hereof, Purchaser agrees to assume and discharge all obligations under the Contracts in Exhibit A, which under such Contracts are to be performed or discharged subsequent to the Closing Date.
Liabilities Assumed by Purchaser. 2 1.3. Allocation....................................... 2 ARTICLE II CLOSING; EFFECTIVE TIME.......................... 3 2.1. Closing.......................................... 3 2.2. Deliveries....................................... 3 2.3. Affidavit........................................ 4