Assignment and Assumption of Liabilities. Seller hereby assigns to Buyer, and Buyer hereby assumes and agrees to undertake to perform, pay, satisfy or discharge, in accordance with their terms, the following liabilities (the “Assumed Liabilities”): (a) such liabilities, obligations and commitments of the Seller arising or accruing during the period commencing on or before the Closing Date under any contracts of the Seller related to Business; (b) any product liability or similar claim for injury to persons or property, regardless of when made or asserted, which arises out of or is based upon any express or implied representation, warranty or agreement made by the Seller or its agents, or which is imposed by operation of law or otherwise, in connection with any sales or service performed by or on behalf of the Seller on or prior to the Closing Date; (c) any liability or obligations to any current or former employees, agents, independent contractors or creditors of the Seller or under any plan or arrangement with respect thereto, including, without limitation, liabilities and obligations (A) under any life, health, accident, disability or any other employee benefit plan, and (B) under any pension, profit sharing, stock bonus, deferred compensation, retirement, bonus or other current or former employee compensation or pension benefit plan or post-retirement benefit plan to which the Seller is a party or under which the Seller has any obligation, or which is maintained, or to which contributions have been made, by the Seller or any predecessor or any corporation which is a controlled group or corporations of which the Seller are a member, or any trade or business (whether or not incorporated) under common control with the Seller, and (C) for wages, salaries, bonuses, commissions, severance, sick pay, vacation or holiday pay, overtime or other benefits; (d) any liabilities for any tax, assessment or other governmental imposition of any type or description, including, without limitation, any federal income or excess profits taxes or state or federal income, sales, use, excise, ad valorem or franchise taxes, together with any interest, assessments and penalties thereon arising out of or attributable to the conduct of the Seller's operations and the Business prior to the Closing Date or the Seller's or its shareholders’ federal income or capital gain taxes or state, or local income or franchise taxes arising by virtue of the transactions contemplated by this Agreement or otherwise;
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Samples: Share Exchange Agreement (Tixfi Inc.), Spin Off Agreement (Tixfi Inc.)
Assignment and Assumption of Liabilities. Prior to the Closing, Seller hereby assigns to Buyershall transfer, assign, and Buyer hereby assumes and agrees deliver to undertake to performVAPIRCA, paydepending on which entity incurred such liability, satisfy or discharge, in accordance with their terms, all the following liabilities (the “Assumed Liabilities”):
(a) 1.4.1. such liabilities, obligations and commitments of the Seller arising or accruing during the period commencing on or before after the date hereof and Closing Date (as defined below) under any contracts of the Seller related to VAPIRCA Business;
(b) 1.4.2. any product liability or similar claim for injury to persons or property, regardless of when made or asserted, which arises out of or is based upon any express or implied representation, warranty or agreement made by the Seller VAPIRCA or its their agents, or which is are imposed by operation of law or otherwise, in connection with any sales or service performed by or on behalf of the Seller VAPIRCA on or prior to the Closing Date;
(c) 1.4.3. any liability or obligations to any current or former employees, agents, independent contractors or creditors of the Seller VAPIRCA or under any plan or arrangement with respect thereto, including, without limitation, liabilities and obligations (A) under any life, health, accident, disability or any other employee benefit plan, and (B) under any pension, profit sharing, stock bonus, deferred compensation, retirement, bonus or other current or former employee compensation or pension benefit plan or post-retirement benefit plan to which the Seller VAPIRCA is a party or under which the Seller VAPIRCA has any obligation, or which is maintained, or to which contributions have been made, by the Seller VAPIRCA or any predecessor or any corporation which is a controlled group or corporations of which the Seller are a member, or any trade or business (whether or not incorporated) under common control with the Sellerpredecessor, and (C) for wages, salaries, bonuses, commissions, severance, sick pay, vacation or holiday pay, overtime or other benefitsbenefits related to the VAPIRCA Business;
(d) 1.4.4. any liabilities for any tax, assessment or other governmental imposition of any type or description, including, without limitation, any federal income or excess profits taxes or state or federal income, sales, use, excise, ad valorem or franchise taxes, together with any interest, assessments and penalties thereon arising out of or attributable to the conduct of the Seller's VAPIRCA’s operations and the VAPIRCA Business prior to the Closing Date or the Seller's or its shareholders’ VAPIRCA’s federal income or capital gain taxes or state, or local income or franchise taxes arising by virtue of the transactions contemplated by this Agreement or otherwise;
1.4.5. any liability (i) which arises out of or in connection with any breach or default by VAPIRCA occurring prior to the Closing under any of the contracts or leases, (ii) which arises out of or in connection with any violation by VAPIRCA of any requirement of law prior to the Closing Date, (iii) which relates to the VAPIRCA Business (including those arising under any contracts) to the extent relating to periods prior to the Closing Date;
1.4.6. any liability arising out of or in connection with litigation or other legal proceedings, claims or investigations related to the VAPIRCA Business and operations, regardless of when made or asserted, including, without limitation, contract, tort, intellectual property, infringement or misappropriation, crime, fraudulent conveyance, workers’ compensation, product liability or similar claim for injury to persons or property which arises out of or is based upon any express or implied warranty, representation or agreement of VAPIRCA or their employees or agents, or which is imposed by law or otherwise; and
1.4.7. any liabilities, trade payables or other costs of operating the VAPIRCA Business prior to the Closing Date (excluding the Retained Liabilities).
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Assignment and Assumption of Liabilities. Prior to the Closing, Seller hereby assigns shall transfer, assign, and deliver to the Buyer, and Buyer hereby assumes and agrees to undertake to perform, pay, satisfy or discharge, in accordance with their terms, all the following liabilities (the “Assumed Liabilities”):
(a) 1.4.1. such liabilities, obligations and commitments of the Seller arising or accruing during the period commencing on or before after the date hereof and Closing Date (as defined below) under any contracts of the Seller related to Businessthe Subsidiary;
(b) any product liability or similar claim for injury to persons or property, regardless of when made or asserted, which arises out of or is based upon any express or implied representation, warranty or agreement made by the Seller or its agents, or which is imposed by operation of law or otherwise, in connection with any sales or service performed by or on behalf of the Seller on or prior to the Closing Date;
(c) 1.4.2. any liability or obligations to any current or former employees, agents, independent contractors or creditors of the Seller related to the Subsidiary or under any plan or arrangement with respect thereto, including, without limitation, liabilities and obligations obligations
(A) under any life, health, accident, disability or any other employee benefit plan, and (B) under any pension, profit sharing, stock bonus, deferred compensation, retirement, bonus or other current or former employee compensation or pension benefit plan or post-retirement benefit plan to which the Seller is a party or under which the Seller has any obligation, or which is maintained, or to which contributions have been made, by the Seller or any predecessor or any corporation which is a controlled group or corporations of which the Seller are a member, or any trade or business (whether or not incorporated) under common control with the Sellerpredecessor, and (C) for wages, salaries, bonuses, commissions, severance, sick pay, vacation or holiday pay, overtime or other benefitsbenefits related to the Subsidiary;
(d) 1.4.3. any liabilities for any tax, assessment or other governmental imposition of any type or description, including, without limitation, any federal income or excess profits taxes or state or federal income, sales, use, excise, ad valorem or franchise taxes, together with any interest, assessments and penalties thereon arising out of or attributable to the conduct maintenance, preservation of the Subsidiary or the business of the Seller's operations and the Business , prior to the Closing Date or the Seller's or its shareholders’ ’s federal income or capital gain taxes or state, or local income or franchise taxes arising by virtue of the transactions contemplated by this Agreement or otherwise;
1.4.4. any liability (i) which arises out of or in connection with any breach or default by the Seller occurring prior to the Closing under any of the contracts or leases, (ii) which arises out of or in connection with any violation by the Seller of any requirement of law prior to the Closing Date, (iii) which relates to the Subsidiary (including those arising under any contracts) to the extent relating to periods prior to the Closing Date;
1.4.5. any liability arising out of or in connection with litigation or other legal proceedings, claims or investigations related to the Subsidiary and Sellers’ operations, regardless of when made or asserted, including, without limitation, contract, tort, intellectual property, infringement or misappropriation, crime, fraudulent conveyance, workers’ compensation, product liability or similar claim for injury to persons or property which arises out of or is based upon any express or implied warranty, representation or agreement of the Seller or their employees or agents, or which is imposed by law or otherwise; and
1.4.6. any liabilities, trade payables or other costs of operating the Seller prior to the Closing Date (excluding the Retained Liabilities).
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Assignment and Assumption of Liabilities. Seller hereby assigns to Buyer, and Buyer hereby assumes and agrees to undertake to perform, pay, satisfy or discharge, in accordance with their terms, the following liabilities (the “Assumed Liabilities”):
(a) such liabilities, obligations and commitments of the Seller arising or accruing during the period commencing on or before the Closing Date under any contracts of the Seller related to Business;
(b) any product liability or similar claim for injury to persons or property, regardless of when made or asserted, which arises out of or is based upon any express or implied representation, warranty or agreement made by the Seller or its agents, or which is imposed by operation of law or otherwise, in connection with any sales or service performed by or on behalf of the Seller on or prior to the Closing Date;
(c) any liability or obligations to any current or former employees, agents, independent contractors or creditors of the Seller or under any plan or arrangement with respect thereto, including, without limitation, liabilities and obligations (A) under any life, health, accident, disability or any other employee benefit plan, and (B) under any pension, profit sharing, stock bonus, deferred compensation, retirement, bonus or other current or former employee compensation or pension benefit plan or post-retirement benefit plan to which the Seller is a party or under which the Seller has any obligation, or which is maintained, or to which contributions have been made, by the Seller or any predecessor or any corporation which is a controlled group or corporations of which the Seller are a member, or any trade or business (whether or not incorporated) under common control with the Seller, and (C) for wages, salaries, bonuses, commissions, severance, sick pay, vacation or holiday pay, overtime or other benefits;
(d) any liabilities for any tax, assessment or other governmental imposition of any type or description, including, without limitation, any federal income or excess profits taxes or state or federal income, sales, use, excise, ad valorem or franchise taxes, together with any interest, assessments and penalties thereon arising out of or attributable to the conduct of the Seller's ’s operations and the Business prior to the Closing Date or the Seller's ’s or its shareholders’ federal income or capital gain taxes or state, or local income or franchise taxes arising by virtue of the transactions contemplated by this Agreement or otherwise;
(e) any liability (i) which arises out of or in connection with any breach or default by the Seller occurring prior to the Closing under any of the contracts or leases, (ii) which arises out of or in connection with any violation by the Seller of any requirement of law prior to the Closing Date, (iii) which relates to the Assigned Assets (including those arising under any contracts) to the extent relating to periods prior to the Closing Date other than the Retained Liabilities (as defined in Section 1.3;
(f) any liability arising out of or in connection with litigation or other legal proceedings, claims or investigations related to the Seller or the Business and operations, regardless of when made or asserted, including, without limitation, contract, tort, intellectual property, infringement or misappropriation, crime, fraudulent conveyance, workers’ compensation, product liability or similar claim for injury to persons or property which arises out of or is based upon any express or implied warranty, representation or agreement of the Seller or its employees or agents, or which is imposed by law or otherwise; and
(g) any liabilities, trade payables or other costs of operating the Business prior to the Closing Date (excluding the Retained Liabilities).
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Assignment and Assumption of Liabilities. Prior to the Closing, Seller hereby assigns shall transfer, assign and deliver to Buyer, and Buyer hereby assumes and agrees to undertake to perform, pay, satisfy or discharge, in accordance with their termsAshland all, the following liabilities (the “Assumed Liabilities”):
(a) such liabilities, obligations and commitments of the Seller arising or accruing during the period commencing on or before after the Closing Date (as defined below) under any contracts of the Seller related to Business;
(b) any product liability or similar claim for injury to persons or property, regardless of when made or asserted, which arises out of or is based upon any express or implied representation, warranty or agreement made by the Seller or its agents, or which is imposed by operation of law or otherwise, in connection with any sales or service performed by or on behalf of the Seller on or prior to the Closing Date;
(c) any liability or obligations to any current or former employees, agents, independent contractors or creditors of the Seller or under any plan or arrangement with respect thereto, including, without limitation, liabilities and obligations (A) under any life, health, accident, disability or any other employee benefit plan, and (B) under any pension, profit sharing, stock bonus, deferred compensation, retirement, bonus or other current or former employee compensation or pension benefit plan or post-retirement benefit plan to which the Seller is a party or under which the Seller has any obligation, or which is maintained, or to which contributions have been made, by the Seller or any predecessor or any corporation which is a controlled group or corporations of which the Seller are a member, or any trade or business (whether or not incorporated) under common control with the Seller, and (C) for wages, salaries, bonuses, commissions, severance, sick pay, vacation or holiday pay, overtime or other benefits;
(d) any liabilities for any tax, assessment or other governmental imposition of any type or description, including, without limitation, any federal income or excess profits taxes or state or federal income, sales, use, excise, ad valorem or franchise taxes, together with any interest, assessments and penalties thereon arising out of or attributable to the conduct of the Seller's ’s operations and the Business prior to the Closing Date or the Seller's ’s or its shareholders’ federal income or capital gain taxes or state, or local income or franchise taxes arising by virtue of the transactions contemplated by this Agreement or otherwise;
(e) any liability (i) which arises out of or in connection with any breach or default by the Seller occurring prior to the Closing under any of the contracts or leases, (ii) which arises out of or in connection with any violation by the Seller of any requirement of law prior to the Closing Date, (iii) which relates to the Assigned Assets (including those arising under any contracts) to the extent relating to periods prior to the Closing Date;
(f) any liability arising out of or in connection with litigation or other legal proceedings, claims or investigations related to the Seller or the Business and operations, regardless of when made or asserted, including, without limitation, contract, tort, intellectual property, infringement or misappropriation, crime, fraudulent conveyance, workers’ compensation, product liability or similar claim for injury to persons or property which arises out of or is based upon any express or implied warranty, representation or agreement of the Seller or its employees or agents, or which is imposed by law or otherwise; and
(g) any liabilities, trade payables or other costs of operating the Business prior to the Closing Date (excluding the Retained Liabilities).
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