3Assumed Liabilities. Subject to Section 1.4, Buyer shall assume, effective as of the Closing (a) all ReShape Accounts Payable that remain unpaid as of the Closing Date; (b) all current liabilities, including accrued expenses, of the ReShape Business; (c) the obligations of ReShape or any of its Affiliates under the ReShape Business Contracts; (d) any and all products liability Claims that arose out of, relates to or results from any ReShape Product sold prior to the Closing; and (e) all other Liabilities arising out of or relating to Buyer’s ownership or operation of the Purchased Assets on or after the Closing (collectively, the “Assumed Liabilities”).
3Assumed Liabilities. Subject to the terms and conditions of this Agreement and the Ancillary Agreements, Buyer Parties agree, at the Closing, to assume the Liabilities of Seller Parties arising under the Acquired Contracts, Effluent Easements and Acquired Assets to the extent relating to each Buyer Parties' respective ownership, management, control, operation or conduct of the Business or the Acquired Assets after the Closing Date and based on events or circumstances first occurring after the Closing Date, excluding Liabilities to the extent attributable to any breach of, default under or failure to perform the Acquired Contracts and Effluent Easements initiated, occurring or existing on or prior to the Closing Date or any Seller Parties' ownership, management, control, operation or conduct of the Acquired Assets on or prior to the Closing Date (collectively, the "Assumed Liabilities").
3Assumed Liabilities. As part of the consideration for the Purchased Assets, effective as of the Closing and subject to the other provisions of this Agreement, Buyer shall assume the following Liabilities (the “Assumed Liabilities”), and no other Liabilities of any Seller Party:
(a) all trade accounts payable and other current liabilities of the Seller Parties Related to the RFG Business that remain unpaid as of the Effective Time and that are included in the calculation of Closing Working Capital;
(b) all Liabilities arising under the Assigned Contracts, but only to the extent that such Liabilities thereunder are required to be performed after the Closing Date and do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by a Seller Party prior to the Effective Time;
(c) the Post-Closing Employee Liabilities;
(d) any severance compensation or similar compensation due to any Non-Continuing RFG Employees arising from or after the Closing;
(e) all Liabilities arising out of or relating to the ownership or operation of the RFG Business after the Closing; and
(f) all other Liabilities to be expressly assumed by Buyer or its Affiliates pursuant to this Agreement or the Transaction Documents (including, without limitation, pursuant to Section 6.6(f));
(g) the Liabilities, if any, set forth on Schedule 2.3(g) (the “Specifically Assumed Liabilities”).
3Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume, pay, satisfy, perform and discharge when due only the following liabilities and obligations of Sellers with respect to the Purchased Assets, the Spring Valley Business and the Additional Spring Valley Business (collectively, the “Assumed Liabilities”):
a) all liabilities and obligations under the Assigned Contracts, Permits and Environmental Claims whether arising prior to or on or after the Closing Date, including, without limitation, the Cure Amounts;
b) all liabilities and obligations with respect to the Disclosed Litigation, excluding any expenses or costs (including legal costs and work-in-progress) accrued with respect to the defense of such Disclosed Litigation prior to the Closing Date;
c) all liabilities and obligations for (i) Taxes relating to the Spring Valley Business, the Additional Spring Valley Business, the Purchased Assets or the Assumed Liabilities for any taxable period or portion thereof following the Closing Date (and for this purpose, any Taxes for any Straddle Period shall be allocated between the portion of such Straddle Period ending on the Closing Date and the portion of such Straddle Period beginning after the Closing Date on an interim “closing of the books method”, provided that any Taxes (such as property Taxes) that are not imposed on income, receipts or otherwise on a transactional basis shall be allocated on a daily basis, with “Straddle Period” meaning any taxable period beginning before and ending after the Closing Date), and (ii) Taxes for which Buyer is liable pursuant to Section 5.13; 11
d) all liabilities and obligations arising on or after the Closing Date from or relating to any condition of the Purchased Assets, the Spring Valley Business or the Additional Spring Valley Business, whether known or unknown or contingent; and e) all liabilities listed in Schedule 2.3(e).
3Assumed Liabilities. (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Seller shall, and shall cause its Affiliates to, sell, convey (including by operation of law), deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Seller and its applicable Affiliates, the Assumed Liabilities. Buyer shall pay, perform and discharge when due all of the Assumed Liabilities.
3Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Operating Partnership shall assume from the Contributor and thereafter pay, perform or discharge in accordance with their terms all of the liabilities of the Contributors (the “Assumed Liabilities”).
3Assumed Liabilities. Subject to the terms and conditions set forth in this Agreement, at the Closing, the Seller shall and shall cause the Selling Affiliates, to assign to Purchaser and Purchaser shall assume, and agree to pay or otherwise perform or discharge when due, the Assumed Liabilities. As used in this Agreement, the term “Assumed Liabilities” means, except as expressly provided for otherwise in this Section 2.3 or Section 2.4, any and all Liabilities arising out of, in respect of or related to (i) the use, ownership, possession, conduct or operation of the Purchased Assets, (ii) the Exploitation of the Subject Products, or (iii) the conduct or operation of the Business, in each case, on or after the Closing Date, including:
3Assumed Liabilities. On the Closing Date, Xxxxx shall execute and deliver to Seller the Assignment and Assumption Agreement pursuant to which Buyer shall assume and agree to pay, perform and discharge as and when due the Liabilities set forth on Schedule III (collectively, the “Assumed Liabilities”).
3Assumed Liabilities. On the Closing Date, Buyer or one or more Buyer Designee shall execute and deliver to Seller each Xxxx of Sale and Assignment and Assumption Agreement and one or more Lease Assignments (if any) or Subleases (if any) pursuant to which Buyer or any such Buyer Designee shall accept, assume and agree to pay, perform or otherwise discharge, in accordance with the respective terms and subject to the respective conditions thereof, the Assumed Liabilities. For purposes of this Agreement, “Assumed Liabilities” means the liabilities and obligations set forth or described in paragraphs (a) through (c) below, whether or not any such liability or obligation has a value for accounting purposes or is carried or reflected on or specifically referred to in either Seller’s or a Subsidiary’s books or financial statements:
3Assumed Liabilities. Notwithstanding anything to the contrary in this Agreement, Purchaser shall assume, and shall be responsible for paying, performing and discharging when due, and Seller shall not have any responsibility for, any and all Assumed Liabilities; provided, however, that in the event Seller is obligated to pay any Assumed Liability directly for any reason (a “Seller Paid Assumed Liability”), Purchaser shall pay Seller an amount in cash equal to such Seller Paid Assumed Liability (a) with respect to any Seller Paid Assumed Liability to be paid by Seller on the Closing Date, at the Closing, and (b) with respect to any Seller Paid Assumed Liability to be paid by Seller following the Closing Date, and except to the extent set forth in the Transition Services Agreement, on or before the date Seller is obligated to pay such Seller Paid Assumed Liability, provided that Seller shall provide Purchaser at least five days advance notice of such Seller Paid Assumed Liability.
