Common use of Agreement to Assume Liabilities Clause in Contracts

Agreement to Assume Liabilities. Effective as of the Effective Time, Chiron shall assume from the Company and the Subsidiaries all liabilities and obligations of any nature, or claims of such liability or obligation, whether matured or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, whether arising out of occurrences prior to, at or after the Effective Time, to the extent and only to the extent arising out of or relating to the Excluded Businesses (as modified by the proviso to this Section 2.5, the "Chiron Assumed Liabilities"), including, without limitation, the following: (a) all lawsuits and claims commencing after the Effective Time to the extent and only to the extent arising out of or relating to the conduct of Excluded Businesses prior to, on or after the Effective Time; (b) all liabilities to the extent arising out of or relating to the manufacture, distribution or sale of any products or services of the Excluded Businesses prior to, on or after the Effective Time; and (c) the liabilities referred to in subclauses (C), (D), (E) and (F) of Section 8.1(b)(i) of the Stock Purchase Agreement; PROVIDED, HOWEVER, that the Chiron Assumed Liabilities shall not include any liabilities to the extent arising out of or related to the CDx Retained Assets.

Agreement to Assume Liabilities. Effective as of the Effective Time, Chiron CDx shall assume from the Company Chiron and the Other Chiron Subsidiaries all liabilities and obligations of any nature, or claims of such liability or obligation, whether matured or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, whether arising out of occurrences prior to, at or after the Effective Time, to the extent and only to the extent arising out of or relating to the Excluded Businesses IVD Business (as modified by the proviso to this Section 2.51.6, the "Chiron CDx Assumed Liabilities"), including, without limitation, the following: (a) all lawsuits and claims commencing after the Effective Time to the extent and only to the extent arising out of or relating to the conduct of Excluded Businesses the IVD Business prior to, on or after the Effective Time;; and (b) all liabilities to the extent arising out of or relating to the manufacture, distribution or sale of any products or services of the Excluded Businesses IVD Business prior to, on or after the Effective Time; and PROVIDED, HOWEVER, that the CDx Assumed Liabilities shall not include (ci) the liabilities referred to in subclauses (C), (D), (E) and (F) of Section 8.1(b)(i) of the Stock Purchase Agreement; PROVIDED, HOWEVER, that the Chiron Assumed Liabilities shall not include any Agreement or (ii) liabilities to the extent arising out of or related to the CDx Chiron Retained Assets.

Agreement to Assume Liabilities. Effective as of the Effective Time, Chiron CDx shall assume from the Company Chiron and the Other Chiron Subsidiaries (other than Chiron B.V.), and Bayer B.V. shall assume from Chiron B.V., all liabilities and obligations of any nature, or claims of such liability or obligation, whether matured or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, whether arising out of occurrences prior to, at or after the Effective Time, to the extent and only to the extent arising out of or relating to the Excluded Businesses IVD Business (as modified by the proviso to this Section 2.51.6, the "Chiron CDx Assumed Liabilities"), including, without limitation, the following: (a) all lawsuits and claims commencing after the Effective Time to the extent and only to the extent arising out of or relating to the conduct of Excluded Businesses the IVD Business prior to, on or after the Effective Time;; and (b) all liabilities to the extent arising out of or relating to the manufacture, distribution or sale of any products or services of the Excluded Businesses IVD Business prior to, on or after the Effective Time; and PROVIDED, HOWEVER, that the CDx Assumed Liabilities shall not include (ci) the liabilities referred to in subclauses (C), (D), (E) and (F) of Section 8.1(b)(i) of the Stock Purchase Agreement; PROVIDED, HOWEVER, that the Chiron Assumed Liabilities shall not include any Agreement or (ii) liabilities to the extent arising out of or related to the CDx Chiron Retained Assets.