Common use of Post-Closing Liabilities Clause in Contracts

Post-Closing Liabilities. Notwithstanding Section 9.1(b), with respect to any Liability of Passport (post-Closing), or of ▇▇▇▇▇ or Buyer (including as partners of Passport (post-Closing)), or in either case relating to the EJMMF (post-Closing) (collectively, as applicable, the “Post-Closing Liabilities”), Passport (post-Closing), ▇▇▇▇▇ and Buyer shall be responsible for such Post-Closing Liabilities, as may be agreed between them. For the avoidance of doubt, and without limiting the foregoing, Post-Closing Liabilities include Liabilities arising from acts taken, or omissions made, or periods of time, from and after the Closing. Neither Federated, nor any of its Indemnified Parties, shall assume or be liable for any Post-Closing Liabilities of ▇▇▇▇▇, Buyer or Passport (post-Closing), or any of their Indemnified Parties, pursuant to this Agreement or any Ancillary Closing Document.