Post-Closing Liabilities. Except as otherwise expressly set forth in Sections 2.4(a) or 2.4(b): (i) Newco shall be solely responsible for all Liabilities of Newco arising after the ATA Closing, including Liabilities relating to its ownership and use of the Transferred Assets; and (ii) the Company shall be solely responsible for all Liabilities of the Company arising after the Effective Time, including Liabilities relating to its ownership and use of the Retained Assets and Liabilities of the Company for Taxes except as expressly provided in Section 5.1 hereof.
Appears in 3 contracts
Sources: Merger Agreement (CareDx, Inc.), Merger Agreement (CareDx, Inc.), Merger Agreement (CareDx, Inc.)