LIABILITIES TO BE ASSUMED Clause Samples

LIABILITIES TO BE ASSUMED. The Acquired Fund will endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. The Acquiring Fund shall assume all of the Acquired Fund’s liabilities and obligations of any kind whatsoever, whether absolute, accrued, contingent or otherwise in existence on the Closing Date.

LIABILITIES TO BE ASSUMED. Each Selling Fund will endeavor to discharge all of its known liabilities and obligations to the extent possible before the Closing Date. Notwithstanding the foregoing, any liabilities not so discharged shall be assumed by the Acquiring Fund, which assumed liabilities shall include all of the respective Selling Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable at the Closing Date, and whether or not specifically referred to in this Agreement.

LIABILITIES TO BE ASSUMED. The Selling Fund will endeavor to discharge all of its known liabilities and obligations to the extent possible before the Closing Date other than those liabilities and obligations which would otherwise be discharged at a later date in the ordinary course of business. Notwithstanding the foregoing, the Acquiring Fund shall assume all liabilities of the Selling Fund, which assumed liabilities shall include all of the Selling Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable at the Closing Date, and whether or not specifically referred to in this Agreement.

LIABILITIES TO BE ASSUMED. Subject to the terms and conditions of this Agreement, on the Closing Date, Buyer shall assume and agree to perform and discharge the following, and only the following Liabilities of the Seller (collectively the "Assumed Liabilities"):

LIABILITIES TO BE ASSUMED. As used in this Agreement, the term "Liability" shall mean and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured. Subject to the terms and conditions of this Agreement, on the Closing Date, Buyer shall assume and agree to perform and discharge the following, and only the following Liabilities of Company (collectively the "Assumed Liabilities"):

LIABILITIES TO BE ASSUMED. Subject to the terms and conditions of this Agreement, on the Closing Date, the Purchaser shall assume and agree to perform and discharge to the extent indicated below the following, and only the following, specific liabilities and obligations of the Company (collectively the "Assumed Liabilities"):

LIABILITIES TO BE ASSUMED. The Transferring Fund will endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. The Acquiring Fund shall assume all of the Transferring Fund’s liabilities and obligations of any kind whatsoever, whether absolute, accrued, contingent or otherwise in existence on the Closing Date.

LIABILITIES TO BE ASSUMED. The Acquired Fund will endeavor to identify and discharge, to the extent practicable, all of its liabilities and obligations, including all liabilities relating to operations, prior to the Closing Date. The Acquiring Fund shall assume only those accrued and unpaid liabilities of the Acquired Fund set forth in the Acquired Fund's statement of assets and liabilities as of the Closing Date delivered by the Acquired Fund to the Acquiring Fund pursuant to Section 3.2 (the "Stated Liabilities"). The Acquiring Fund shall assume only the Stated Liabilities and shall not assume any other debts, liabilities or obligations of the Acquired Fund. Notwithstanding the foregoing, the Acquiring Fund agrees that all rights to indemnification and all limitations of liability existing in favor of the Acquired Fund's current and former Trustees and officers, acting in their capacities as such, under the Acquired Fund's Declaration of Trust and Bylaws as in effect as of the date of this Agreement shall survive the Reorganization as obligations of the Acquiring Fund and shall continue in full force and effect, without any amendment thereto, and shall constitute rights which may be asserted against the Acquired Fund, its successors or assigns.

LIABILITIES TO BE ASSUMED. As used in this Agreement, the term "Liability" shall mean and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, asserted, liquidated or unliquidated, secured or unsecured. Subject to the terms and conditions of this Agreement, on the Closing Date, Acquisition shall assume and agree to perform and discharge only the Liabilities of the Company listed in the Company Disclosure Schedule or Recent Balance Sheet (collectively the "Assumed Liabilities"). For greater certainty, the Assumed Liabilities include only the following and only to the extent disclosed on the Company Disclosure Schedule or the Recent Balance Sheet (except for Excluded Liabilities): (a) All Liabilities of the Company under the Contracts, Trade Rights, Real and Personal Property Leases, or any of the other Purchased Assets. (b) All Liabilities of the Company with respect to accounts payable that are in existence as of the Closing (the "Accounts Payable"). (c) All Liabilities of the Company under the Employee Plans/Agreements (as defined in Section 4.15(a)) described in Section 4.15(a) of the Company Disclosure Schedule (as hereinafter defined), including, without limitation, (i) all compensation and benefits accrued by or otherwise payable to any employee of the Company for premiums or benefits under any Employee Plans/Agreements (excluding payments to Company employees under the Company's Employee Retention Plan, which shall be paid to the Company employees in Buyer stock in accordance with Section 3.1 below), (ii) all severance or other benefits due pursuant to written agreements which are included in the Company Disclosure Schedule to Vinay Mehra and Krishna Pendyala to the extent that such ▇▇▇▇▇▇▇▇▇▇ is te▇▇▇▇▇▇▇▇ (▇▇ ▇▇▇ated as terminated) in connection with the consummation of the transactions contemplated by this Agreement, ] and (iii) all costs and expenses incurred in connection with the transfer of work visas from the Company to Buyer for those Affected Employees (as defined in Section 6.1), who are not U.S. citizens. (d) All Liabilities for claims for workers' compensation by person who at or prior to the Closing Date are or were employees of the Company, whether insured or otherwise, arising out of events occurring on, prior to or after the Closing Date (including, without limitation, claims existing at the Closing Date), and otherwise in accordance with the terms an...