Assumed and Excluded Liabilities. (a) The applicable Transferred Company shall assume or retain and be responsible, from and after the Closing, for (i) all of the Liabilities of Seller and its Subsidiaries to the extent relating to, arising out of or resulting from the Transferred Business, the Transferred Companies or the ownership or operation of the Transferred Assets, whether incurred before, on or after the Closing, including the Liabilities of the Transferred Companies under this Agreement and the Ancillary Documents (other than the Excluded Liabilities and except as otherwise expressly provided in this Agreement) including Liabilities (to the extent relating to, arising out of or resulting from the Transferred Business, the Transferred Companies or the ownership or operation of the Transferred Assets) (A) in respect of leased vehicles, equipment leases, Transferred Real Property Leases, or any of the Transferred Companies’ use and occupancy of leased premises, (B) arising from existing orders of or agreements with the State Commissions, Video Franchisors and other regulatory authorities, (C) arising from new orders of or agreements with the State Commissions, Video Franchisors and other regulatory authorities imposed or agreed to during the course of approval for the transactions contemplated by this Agreement, (D) arising from customer service obligations and contracts, (E) for customer deposits, prepayments and advance xxxxxxxx and (F) arising out of or related to any of the Transferred Real Property; and (ii) all Liabilities in respect of the Assigned Contracts or Unassigned Assets or yet to be novated Federal Government Contracts as provided in Section 2.4 ((i) and (ii) collectively, the “Assumed Liabilities”) and (b) one or more members of the Seller Group, as applicable, shall assume and be responsible for (i) all of the Liabilities of the Transferred Companies to the extent relating to, arising out of or resulting from an Excluded Asset or any other asset specifically retained by the Seller Group at the Closing pursuant to this Agreement or an Ancillary Document, whether incurred before, on or after the Closing, provided, however, that this clause (b)(i) shall not apply to any Intellectual Property to the extent used or practiced in the Transferred Business before, on or after the Closing; (ii) any Liability of Seller or any of its Subsidiaries to their employees in their capacity as employers under any employee benefits or similar plans, or under any workers compensation Law...
Assumed and Excluded Liabilities. (a) Subject to the terms and conditions set forth herein, at the Transfer Time, BioMarin shall assume and agree to pay, perform and discharge the following Liabilities, except for the Excluded Liabilities (collectively, the “Assumed Liabilities”):
(i) all Liabilities arising out of or relating to claims (including product liability claims) for injury to person or property that resulted from the use or misuse of the Products sold or used on or after the Transfer Time, including the use or misuse of the Products in connection with any clinical trial;
(ii) all Liabilities of BioMarin or its Affiliates set forth in Section 6.06 of this Agreement;
(iii) all Excluded BioMarin Tax Liabilities;
(iv) all Liabilities for Taxes arising out of or relating to BioMarin’s failure to pay its share of Transfer Taxes or Apportioned Obligations allocated to BioMarin under Section 6.07(b); and
(v) all Liabilities in respect of the Assigned Contracts but only to the extent that such Liabilities thereunder (i) relate to the Products, (ii) do not relate to any failure to perform, or other breach, default or violation by Merck Serono prior to the Transfer Time and (iii) arise on or after the Transfer Time.
(b) Notwithstanding any provision of this Agreement or the License Agreement to the contrary, neither BioMarin nor any of its Affiliates shall assume any Liabilities of Merck Serono or any of its Affiliates other than the Assumed Liabilities, and all such other Liabilities shall remain the sole obligation and responsibility of Merck Serono and its Affiliates (the “Excluded Liabilities”).
Assumed and Excluded Liabilities. At the Time of Closing, the Purchaser shall assume, and agree to discharge and perform according to the terms thereof, (a) those Liabilities and obligations arising or accruing under the contracts, undertakings, documents and agreements identified on or attached to Schedule 1.4 and/or 2.9 hereto, including, without limitation, any leases (all contracts, undertakings, documents and agreements identified on or attached to Schedule 1.4 and/or 2.9, including, without limitation, any leases, the "Assumed Contracts") subsequent to the Effective Date and (b) any Liabilities and obligations of either or both of Sellers arising at any time relating directly or indirectly to the fact that any assignment of any Assumed Contract, or disclosure to Purchaser or its advisors, agents, consultants or representatives, or that the transaction contemplated by this Agreement, constitutes or causes, in any such case, a violation, breach or default of or under, or causes a cancellation of, any Assumed Contract or any applicable law, rule or regulation or requires an approval, filing and/or notice (all obligations and Liabilities identified in (a) and (b), the "Assumed Liabilities"). Notwithstanding anything to the contrary contained in Section 1.3, the Purchaser shall have no responsibility whatsoever with respect to any other liabilities, contracts, commitments and other obligations of the Sellers; all such other liabilities, contracts, commitments and obligations being referred to as "Excluded Liabilities". Sellers agree that the Excluded Liabilities, but subject to Section 1.11, include without limitation:
(a) any obligations or liabilities of the Sellers arising under this Agreement;
(b) any obligation of the Sellers for federal, state or local income tax liability (including interest and penalties) arising from the operations of the Sellers up to the Effective Date or arising out of the sale by the Sellers of the Purchased Assets pursuant hereto;
(c) any payroll or intangible taxes arising up to the Effective Date;
(d) any obligation of the Sellers for expenses incurred in connection with the sale of the Purchased Assets pursuant hereto;
(e) any liability (including presently existing contingent unfunded liability) arising under any multiemployer pension or benefit plans prior to the Effective Date; or
(f) any other liability or obligation of the Seller which is not expressly assumed by the Purchaser pursuant to this Section 1.4.
(g) without limiting the generality of the f...
Assumed and Excluded Liabilities. Except as otherwise specifically provided in this Section 4.1, Purchaser is not assuming any Liability of any Seller, or the Business of any kind or nature, absolute or contingent, known or unknown, and whether or not Purchaser is a successor to such Liability by operation of Applicable Law, including without limitation, liabilities and obligations of any Seller, or the Business with respect to customer or employee obligations, workers’ compensation, occupational injury or disease, pension and other benefits, product liability, warrant, or a violation of any federal, state or local law, regulation or ordinance (the “Excluded Liabilities”). At Closing, Purchaser shall assume and agree to discharge and perform when due only the following liabilities and obligations of Sellers, as the same shall exist at Closing (the “Assumed Liabilities”):
(a) all Liabilities under the Assumed Contracts (including, without limitation, the Real Estate Leases) and the Construction Documents arising on or after Closing, so long as such Liability, or its incurrence or existence, does not arise or relate to a breach or failure of, or a default under, any term, condition or provision of such Assumed Contract or Construction Document that occurred prior to the Closing;
(b) the remaining motor vehicle repair work with respect to the Work in Progress;
(c) Liabilities to discharge and satisfy the We Owes, but only to the extent of the dollar-for-dollar credit against the Asset Purchase Price applicable to the We Owes (which credit shall be provided by Sellers to Purchaser at Closing). The term “We Owes” as used in this Agreement refers to the obligations made by a Seller to a customer to deliver to the customer additional products or services not available or delivered at the time of the sale of the vehicle. Sellers shall deliver to Purchaser at Closing a schedule of all such obligations along with reasonable supporting documentation substantiating the We Owes and Sellers’ projected actual cost to perform the same. Following Closing, Purchaser shall perform the obligations of the applicable Seller on We Owes pertaining to vehicles sold or serviced by such Seller prior to Closing. To the extent Purchaser has not received credit against the Asset Purchase Price for We Owe work, then if Purchaser performs the same and makes a claim therefor against Sellers within one (1) year following with Closing Date (which claim shall be in writing and supported by reasonable documentation evidencing...
Assumed and Excluded Liabilities. On the Closing Date, Buyer -------------------------------- shall execute and deliver to Seller the Assignment and Assumption Agreement pursuant to which from and after the Closing Buyer shall assume and agree to pay, perform and discharge when due, and shall indemnify Seller and its Affiliates (including the Selling Subsidiaries) against and hold them harmless from, all the liabilities and obligations of Sellers relating primarily to the Business or the Assets, of any kind or nature, whether absolute, contingent, accrued or otherwise, and whether arising before or after the Closing (collectively, the "Assumed Liabilities"); provided, however, that the Assumed Liabilities shall in no event include the following liabilities (the "Excluded Liabilities"):
(a) any liability, responsibility or obligation under any Seller Plan (including, without limitation, any liability, responsibility or obligation to any Governmental Authority with respect to the transfer of assets under Seller Plans), except as provided in the Employee Matters Agreement;
(b) any liability for Taxes of Seller, Taxes of the Sold Subsidiaries and Taxes arising out of and relating to the ownership of the Assets and the operation of the Business, in each case for any period or portion thereof ending on or prior to the Closing Date, excluding the Taxes that are the responsibility of Buyer pursuant to Section 2.7 or those reflected on the Closing Statement (other than any reserves for deferred Taxes established to reflect timing differences between book and Tax income);
(c) any obligation of Seller under and pursuant to any commodity options, puts, calls, forwards or similar agreements with respect to commodities used by the Business;
(d) any liability arising from or related to the Excluded Assets;
(e) all notes, drafts and accounts payable or other obligations for the payment of money made or owed to any Affiliate of Seller;
(f) all liabilities and obligations associated with (i) the pre- Closing offsite transportation and disposal of Hazardous Material, (ii) the presence or release of Hazardous Material either in, on, under or from any former facility, (iii) Remedial Action related solely to the PDC Plume and (iv) the regulatory closure of the two remaining solid waste management units at the Hawthorne facility;
(g) all (i) indebtedness of Sellers for borrowed money, (ii) obligations of Sellers evidenced by bonds, notes, debentures or similar instruments, (iii) obligations under conditional sal...
Assumed and Excluded Liabilities. Subject to the terms and conditions of this Agreement, the Master Hospital Lease and the Assignment and Assumption Agreement, at the Closing, it is the intent of the Parties that Newco shall assume those Liabilities of the Hospital Business set forth on Schedule 3.2(c)(i) (the “Assumed Liabilities”), which Schedule 3.2(c)(i) may be updated at any time by the Parties prior to the Closing to include additional Assumed Liabilities. Except for the Assumed Liabilities, Newco is not assuming any liens, claims, security interests, charges, privileges, pledges, mortgages, deeds of trust, encumbrances, obligations or other Liabilities of the Facilities or the District (the “Excluded Liabilities”), which Excluded Liabilities shall include, but shall not be limited to:
(i) Any Liability to the extent arising from or relating to any Excluded Asset;
(ii) Any Long Term Indebtedness and any Liability to the extent arising out of or relating to the Long Term Indebtedness, including any costs related to any defeasance thereof or any Encumbrance associated therewith;
(iii) Any Liability to third parties to the extent arising from or relating to any act or omission by the District following the Effective Time;
(iv) Except to the extent included in the calculation of the Final Working Capital, any Liability to current or former Hospital Personnel and their beneficiaries arising out of or relating to their employment or association with the District or its Affiliates, including, without limitation, any Liability for payment for “sick time,” vacation time or other accrued paid time off; extended illness banks; severance and any Liabilities under any employment, severance or similar agreement or any policy of the Hospital Business to make any bonus, severance or other payments to any current or former Hospital Personnel as a result of the consummation of the Contemplated Transactions; or loss of employment with the District or its Affiliates; or any act or omission by the District related to the foregoing;
(v) Any Liability, as well as any interest, civil monetary penalties or criminal fines or Liabilities resulting therefrom or relating thereto, under any Legal Requirements (including any Health Care Law) with respect to the Hospital Business to the extent caused by, relating to, or arising from, the acts or omissions of the District or the Facilities or any of their employees or agents (including, without limitation, any Hospital Personnel), to the extent the same arise from x...
Assumed and Excluded Liabilities. Subject to the terms and conditions set forth herein, at the Closing, Purchaser shall assume from the Seller Parties, and thereafter pay, perform, or discharge in accordance with their terms, the liabilities set forth on Schedule 2.2. The liabilities to be assumed pursuant to the preceding sentence shall be referred to herein as the "Assumed Liabilities" and all other liabilities and Obligations of the Seller Parties shall be referred to herein as the "Excluded Liabilities." Notwithstanding anything contained in this Agreement to the contrary, Purchaser is not assuming or agreeing to pay, satisfy, discharge or perform, and shall not be deemed by virtue of the execution and delivery of this Agreement or any document delivered at the Closing pursuant to this Agreement, or as a result of the consummation of the transactions contemplated by this Agreement, to have assumed, or to have agreed to pay, satisfy, discharge or perform, any liability, Obligation or indebtedness of any Seller Party, whether primary or secondary, direct or indirect, other than the Assumed Liabilities. Seller Parties shall retain all of the Excluded Liabilities. Without limiting the foregoing, the Seller Parties shall be responsible for paying any and all Cure-Amounts necessary to assume and assign the Assigned Contracts and Leases to Purchaser.
Assumed and Excluded Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Buyer shall assume and shall agree to pay, perform and discharge when and as due and payable only the following Liabilities of the Companies (the “Assumed Liabilities”):
(i) all accounts payable incurred in the ordinary course of business and accrued on the Final Closing Statement;
(ii) all Liabilities of the Companies arising after the Closing under the Assumed Contracts (other than any Liabilities attributable to any failure by either Company to comply with the terms thereof arising on or prior to the Closing Date);
(iii) all Liabilities of either Company payable to the other Company (“inter-Company Liabilities”);
(iv) the Assumed Indebtedness, if any, accrued on the Final Closing Statement; and
(v) all obligations of each Company under its respective Workforce Optimization Client Service Agreement with Insperity (the “Insperity Agreements”), including without limitation all claims for wages or other benefits, bonuses, accrued vacation, workers' compensation, severance, retention, termination or other payments, in each case to the extent accruing after the Closing Date (all such claims being referred to collectively as the “Insperity Obligations”).
(b) Notwithstanding any other provision of this Agreement, including without limitation Section 1.3(a) above, the Companies shall retain, and shall pay, perform and discharge when due, and the Buyer shall not assume or have any responsibility for, all Liabilities of the Companies other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation:
(i) all Excluded Taxes (as defined in Section 6.1(d) below);
(ii) all Liabilities pursuant to Environmental Law arising out of or relating to any action, event, circumstance or condition related to either Company, the Business or the real property currently or previously occupied by either Company, in each case occurring or existing on or before the Closing, to the extent the existence of such Liabilities constitutes a breach of the representations and warranties contained herein;
(iii) all Indebtedness but excluding Assumed Indebtedness;
(iv) all Liabilities relating to or arising from any violation of any Applicable Law prior to the Closing;
(v) all Liabilities of either Company to any respective shareholder or member of the Companies or any of their respective Affiliates; and
(vi) all Liabilities of the Shareholders or Members or other Affiliates of e...
Assumed and Excluded Liabilities. From and after the Closing, DISH shall, or shall cause its Subsidiaries, as applicable, to be responsible for the EB Assumed Liabilities and the ET Assumed Liabilities regardless of when or where such Liabilities (or the acts or omissions relating thereto) arose or arise, regardless of when or where such Liabilities are asserted or determined and regardless of whether arising or related to or asserted or determined prior to, on or after the Closing Date. EchoStar shall, or shall cause its Subsidiaries, as applicable, to be responsible for the EB Excluded Liabilities and the ET Excluded Liabilities regardless of when or where such Liabilities (or the acts or omissions relating thereto) arose or arise, regardless of when or where such Liabilities are asserted or determined and regardless of whether arising or related to or asserted or determined prior to, on or after the Closing Date.
Assumed and Excluded Liabilities. 8.1 With effect from Completion, the Purchaser shall indemnify and keep indemnified the Business Sellers against:
(a) all Assumed Liabilities;
(b) any Losses which the Business Sellers and/or any other member of the Seller’s Group (other than the Group Companies) may suffer by reason of the Business Sellers taking any reasonable action to avoid, resist or defend against, or otherwise in connection with or arising from, any Assumed Liabilities; and
(c) any Losses which the Business Sellers and/or any other member of the Seller’s Group (other than the Group Companies) may suffer where such Business Sellers and/or other member of the Seller’s Group are held liable for Losses incurred or attributable to the EEIG Interests, in each case arising and relating to the period after Completion.
8.2 With effect from Completion, the Seller shall indemnify and keep indemnified the Purchaser and the Business Purchasers against:
(a) all Excluded Liabilities; and
(b) any Losses which the Business Purchasers and/or any other member of the Purchaser’s Group may suffer by reason of the Business Purchasers taking any reasonable action to avoid, resist or defend against, or otherwise in connection with or arising from, any Excluded Liability or any Excluded Asset.
