Common use of Purchase and Sale of Purchased Assets and Assumption of Assumed Liabilities Clause in Contracts

Purchase and Sale of Purchased Assets and Assumption of Assumed Liabilities. (a) Subject to all of the terms and conditions set forth in this Agreement, and in reliance on the representations and warranties set forth herein, Purchaser shall purchase and accept from Sellers, and Sellers shall sell, convey, assign, transfer and deliver to Purchaser, on the dates and in the manner specified in this Article II, all of each Seller's right, title and interest in the Purchased Assets. (b) Subject to all of the terms and conditions set forth in this Agreement and in reliance on the representations and warranties set forth herein, Purchaser shall assume, on the dates and in the manner specified in this Article II, and thereafter fully and timely pay, perform and discharge when due, the Assumed Liabilities. (c) Purchaser understands and agrees that it is purchasing only the Purchased Assets (and assuming only the Assumed Liabilities) specified in this Agreement and except as may be expressly provided for in this Agreement, Purchaser has no interest in (i) any other business relationship which Sellers or their Affiliates have or may have with any Customer or (ii) any other customer of Sellers or their Affiliates. Purchaser further understands and agrees that Sellers and their Affiliates are retaining any and all rights and claims which any of them may have, including but not limited to indemnification or reimbursement rights, with respect to the Purchased Assets and the Assumed Liabilities, to the extent that such rights or claims relate to the conduct of the business of the Business prior to the day on which the Purchased Assets and Assumed Liabilities from which such rights or claims arise out of are transferred to Purchaser, unless such rights or claims relate to liabilities, duties, responsibilities and obligations of Sellers are included in the Assumed Liabilities. (d) Except for the Assumed Liabilities and except as otherwise set forth in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities of any kind or nature, whether known or unknown, whether asserted or unasserted, whether accrued or unaccrued, whether contingent or otherwise.

Purchase and Sale of Purchased Assets and Assumption of Assumed Liabilities. (a) Subject to all of the terms and conditions set forth in this Agreement, and in reliance on the representations and warranties set forth hereinin this Agreement, Purchaser Buyer shall purchase and accept from SellersSeller, and Sellers Seller shall sell, convey, assign, transfer transfer, and deliver to PurchaserBuyer, on the dates and in the manner specified in this Article IIarticle 2, all of each Seller's right, title title, and interest in the Purchased Assets. (b) Subject to all of the terms and conditions set forth in this Agreement and in reliance on the representations and warranties set forth hereinin this Agreement, Purchaser Seller shall assumeassign to Buyer, and Buyer shall assume from Seller, on the dates and in the manner specified in this Article IIarticle 2, and thereafter fully and timely pay, perform perform, and discharge when due, the Assumed Liabilities. (c) Purchaser Buyer understands and agrees that it is purchasing only the Purchased Assets (and assuming only the Assumed Liabilities) Liabilities specified in this Agreement and that, except as may be expressly provided for in this Agreement, Purchaser Buyer has no interest in (i) any other business relationship which Sellers that Seller or their its Affiliates have or may have with any Customer or (ii) any other customer of Sellers Seller or their its Affiliates. Purchaser Buyer further understands and agrees that Sellers Seller and their its Affiliates are retaining any and all rights and claims which that any of them may have, including but not limited to indemnification or reimbursement rights, with respect to the Purchased Assets and the Assumed Liabilities, to the extent that such rights or claims relate to the conduct of the business of the California Business prior to the day on which the Purchased Assets and Assumed Liabilities from which such rights or claims arise out of are transferred to Purchaser, Closing unless such rights or claims relate to liabilities, duties, responsibilities responsibilities, and obligations of Sellers Seller that are included in the Assumed Liabilities. (d) Except for the Assumed Liabilities and except as otherwise set forth in this Agreement, Purchaser Buyer shall not assume or be bound by any duties, responsibilities, obligations obligations, or liabilities of any kind or nature, whether known or unknown, whether asserted or unasserted, whether accrued or unaccrued, whether contingent or otherwise. Buyer shall not assume any responsibilities for litigation against Seller that, on or before the Closing Date, is pending or threatened against Seller. Buyer shall not assume any responsibilities for claims or charges against Seller related to alleged sexual harassment or alleged creation of a hostile work environment that, on or before the Closing Date, are pending or threatened against Seller.