Common use of Assumed Contracts and Liabilities Clause in Contracts

Assumed Contracts and Liabilities. (a) Schedule 2.7 sets forth the Contracts relating to the Business which Company will assign to Purchaser at the Closing and Purchaser will assume at Closing (the “Assumed Contracts”). Company shall have the right to terminate all contracts not assumed by Purchaser at Closing. (b) Purchaser shall assume and agree to pay, perform and discharge the obligations of Company which accrue after the Effective Time with respect to the following (collectively, the “Assumed Liabilities”): (i) all obligations of Company under the Assumed Contracts that (A) arise after the Effective Time, (B) do not arise from any breach by Company of any such Assumed Contract, (C) are not required to be performed on or prior to the Effective Time, and (D) do not arise from or relate to any event, circumstance or condition occurring or existing on or prior to the Closing that, with or without notice or lapse of time, would constitute or result in a breach of such Assigned Contract, but only to the extent the contracting party under an Assumed Contract elects to treat such event, circumstance or condition as a breach of such Assigned Contract; (ii) the Current Liabilities; and (iii) any Liability of Company described on Schedule 2.7(b), provided that after the Closing, Company shall cooperate fully with Purchaser in its efforts to defend against and otherwise mitigate the extent of any such Liabilities, including taking any actions, executing any and all such documents, at Purchaser’s expense, as may be reasonably requested by Purchaser in connection therewith. (c) This Agreement shall not constitute an agreement to assign any Asset or any claim or right or any benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such Asset or in any way adversely affect the rights of Purchaser or Company thereunder. Company and Purchaser will use their commercially reasonable efforts (but without any payment of money by Purchaser or Company) to obtain the consent of the other parties to any such Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser as Purchaser may request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Company thereunder so that Purchaser would not in fact receive all such rights, Company and Purchaser will cooperate in a mutually agreeable arrangement under which Purchaser would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to Purchaser, or under which Company would enforce for the benefit of Purchaser, with Purchaser assuming Company’s obligations, and indemnifying and hold harmless Company from any liability in connection with such action, any and all rights of Company against a third party thereto. In the case of any Contract to which the previous sentence refers, Purchaser shall, in its sole discretion, have the right to require Company to terminate such Contract but only if the terms thereof permit such termination in which case Company shall (or shall cause its subsidiaries to) terminate such Contract to the extent the terms thereof permit such termination. Company will promptly pay to Purchaser when received all monies received by Company under any Asset or any claim or right or any benefit arising thereunder, in each case pertaining to post-Closing periods, except to the extent the same represents an Excluded Asset. (d) Company acknowledges and agrees that from and after the Effective Time Purchaser shall have the right to enforce all rights and remedies of Company or the other Sellers under the Assumed Contracts including all obligations of third parties under confidentiality and non-disclosure agreements, work-for-hire, assignment of invention, non-compete and non-solicitation and similar agreements.

Assumed Contracts and Liabilities. (a) Schedule 2.7 sets forth the Contracts relating to the Business which Company will assign to Purchaser at the Closing and Purchaser will assume at Closing (the “Assumed Contracts”). Company shall have the right to terminate all contracts Contracts not assumed by Purchaser at Closing. (b) Purchaser shall assume and agree to pay, perform and discharge the obligations Liabilities of Company which accrue after the Effective Time with respect to the following (collectively, the “Assumed Liabilities”): (i) all obligations of Company under the Assumed Contracts that (A) arise after the Effective Time, (B) do not arise from any breach by Company of any such Assumed Contract, (C) are not required to be performed on or prior to the Effective Time, and (D) do not arise from or relate to any event, circumstance or condition occurring or existing on or prior to the Closing that, with or without notice or lapse of time, would constitute or result in a breach of such Assigned Contract, but only to the extent the contracting party under an Assumed Contract elects to treat such event, circumstance or condition as a breach of such Assigned Contract; (ii) the Current Liabilities; and (iii) Liabilities for Taxes relating to the Business or the Acquired Assets for any Liability of Company described on Schedule 2.7(b)taxable period beginning after the Effective Time; provided, provided however, that after the Closing, Company shall cooperate fully with Purchaser in its efforts to defend against and otherwise mitigate the extent of any such Liabilities, including taking any actions, executing any and all such documents, at Purchaser’s expense, as may be reasonably requested by Purchaser in connection therewith. (c) This Agreement shall not constitute an agreement to assign any Asset or any claim or right or any benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such Asset or in any way adversely affect the rights of Purchaser or Company thereunder. Company and Purchaser will use their commercially reasonable efforts (but without any payment of money by Purchaser or Company) to obtain the consent of the other parties to any such Asset that Purchaser desires to become an Acquired Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser as Purchaser may request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Company thereunder so that Purchaser would not in fact receive all such rights, Company and Purchaser will cooperate in a mutually agreeable arrangement under which Purchaser would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to Purchaser, or under which Company would enforce for the benefit of Purchaser, with Purchaser assuming Company’s obligations, and indemnifying and hold harmless Company from any liability Liability in connection with such action, any and all rights of Company against a third party thereto. In the case of any Contract to which the previous sentence refers, Purchaser shall, in its sole discretion, have the right to require Company to terminate such Contract but only if the terms thereof permit such termination in which case Company shall (or shall cause its subsidiaries to) terminate such Contract to the extent the terms thereof permit such termination. Company will promptly pay to Purchaser when received all monies received by Company under any Asset or any claim or right or any benefit arising thereunder, in each case pertaining to post-Closing periods, except to the extent the same represents an Excluded Asset. (d) Company acknowledges and agrees that from and after the Effective Time Purchaser shall have the right to enforce all rights and remedies of Company or the other Sellers under the Assumed Contracts Contracts, including all obligations of third parties under confidentiality and non-disclosure agreements, work-for-hire, assignment of invention, non-compete and non-solicitation solicitation, and similar agreements.

Assumed Contracts and Liabilities. (a1) Schedule 2.7 sets forth the Contracts relating to the Business which Company At Closing, Buyers will assign to Purchaser at the Closing and Purchaser will assume at Closing (the “Assumed Contracts”). Company shall have the right to terminate all contracts not assumed by Purchaser at Closing. (b) Purchaser shall assume and agree to paypay or perform, perform and discharge as the case may be, those obligations of Company which accrue after the Effective Time with respect Sellers (i) arising from or relating to the following Assumed Contracts (as defined in Section 3.9 below) after Closing, and (ii) arising from all accrued vacation and paid time off for Employees (as defined in Section 3.13) who are hired by a Buyer or Buyer’s agent at Closing (collectively, the “Assumed Liabilities”): ). (i2) all obligations of Company under Except for the Assumed Contracts that (A) arise after the Effective TimeLiabilities, (B) do Buyers shall not arise from assume, and shall not be liable for, any breach by Company debt, liability or obligation of Sellers of any such Assumed Contracttype or description whatsoever, (C) are not required to be performed on whether related or prior unrelated to the Effective TimeAssets, the Facilities or the transactions contemplated within this Agreement and Sellers shall remain liable and responsible for the payment or performance, as the case may be, of all such debts, liabilities and obligations. (D3) do not arise from or relate For purposes of determining the credit given to any eventBuyers at Closing for assuming the employee obligations described in Section 1.3(1)(ii) above, circumstance or condition occurring or existing on or prior the amount assumed by Buyers shall be equal to one hundred percent (100%) of the Closing that, with or without notice or lapse of time, would constitute or result in a breach of such Assigned Contractaccrued and unused vacation time (vested, but only not unvested) plus fifty percent (50%) of the accrued unvested vacation time as shown on the payroll records delivered from Sellers to the extent the contracting party under an Assumed Contract elects to treat such event, circumstance or condition as a breach of such Assigned Contract; Buyers at least three (ii3) the Current Liabilities; and (iii) any Liability of Company described on Schedule 2.7(b), provided that after the business days before Closing, Company shall cooperate fully for the last pay period ended at least five (5) business days before Closing, subject to a final adjustment in accordance with Purchaser Section 2.2 in its efforts to defend against and otherwise mitigate the extent event of any such Liabilities, including taking any actions, executing variation in the amounts estimated at Closing and the actual amount of employee obligations assumed by Buyers. Buyer shall not be liable and Seller shall indemnify and hold the Buyer harmless on account of any and all such documents, at Purchaser’s expense, as may be reasonably requested by Purchaser in connection therewith. (c) This Agreement shall not constitute an agreement other liabilities and obligations with regard to assign any Asset or any claim or right or any benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such Asset or in any way adversely affect the rights of Purchaser or Company thereunder. Company and Purchaser will use their commercially reasonable efforts (but without any payment of money by Purchaser or Company) to obtain the consent of the Facility’s employees (other parties to any such Asset than Employees who are hired by a Buyer or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser as Purchaser may request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Company thereunder so that Purchaser would not in fact receive all such rights, Company and Purchaser will cooperate in a mutually agreeable arrangement under which Purchaser would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to Purchaser, or under which Company would enforce for the benefit of Purchaser, with Purchaser assuming CompanyBuyer’s obligations, and indemnifying and hold harmless Company from any liability in connection with such action, any and all rights of Company against a third party thereto. In the case of any Contract to which the previous sentence refers, Purchaser shall, in its sole discretion, have the right to require Company to terminate such Contract but only if the terms thereof permit such termination in which case Company shall (or shall cause its subsidiaries to) terminate such Contract to the extent the terms thereof permit such termination. Company will promptly pay to Purchaser when received all monies received by Company under any Asset or any claim or right or any benefit arising thereunder, in each case pertaining to post-Closing periods, except to the extent the same represents an Excluded Assetagent at Closing). (d) Company acknowledges and agrees that from and after the Effective Time Purchaser shall have the right to enforce all rights and remedies of Company or the other Sellers under the Assumed Contracts including all obligations of third parties under confidentiality and non-disclosure agreements, work-for-hire, assignment of invention, non-compete and non-solicitation and similar agreements.