Assumed; Excluded Liabilities Clause Samples
The "Assumed; Excluded Liabilities" clause defines which liabilities a buyer will take on and which will remain with the seller in a transaction, such as an asset purchase. In practice, this clause lists specific obligations, debts, or claims that the buyer agrees to assume, while also clearly identifying those liabilities that are expressly excluded and will continue to be the responsibility of the seller. This allocation ensures both parties understand their respective obligations post-closing, thereby reducing the risk of future disputes over unexpected liabilities.
Assumed; Excluded Liabilities. Upon the terms and subject to the conditions of this Agreement, effective as of the Closing Date, Purchaser shall assume and be obligated to pay when due, perform, or discharge only the Assumed Liabilities. Purchaser shall not assume or otherwise become liable for any Excluded Liabilities. . Subject to Section 2.3 hereof, the aggregate cash purchase price to be paid by Purchaser for the Purchased Assets (the "Purchase Price") shall be equal to the sum of (i) $119,800,000.00 plus (ii) the aggregate of the purchase prices (as set forth in section B to Schedule 1.11 hereto) paid by Sellers under the Rail Car Purchase Orders for any New Cars delivered to Sellers on or prior to the Closing Date plus (iii) the portion of the Cypress Monthly Payment that is allocable to any period prior to the Closing Date (such allocation to be done ratably between the period prior to the Closing Date and the period commencing on or after the Closing Date based on the number of days covered by such Cypress Monthly Payment), minus (iv) the aggregate amount of the Advance Payments as of the Closing Date, minus (v) if, and only in the event that, the closing of the transactions contemplated by any sale agreement entered into with respect to the IP-20 Rail Cars pursuant to Section 5.20 hereof shall occur prior to the Closing Date, the aggregate amount of any fees, commissions or other amounts paid or payable to Sellers under such sale agreement, or otherwise in connection with such sale, of the IP-20 Rail Cars, minus (vi) the aggregate amount, if any, paid or payable to Sellers with respect to any sales of obsolete or damaged Owned Cars for scrap value made in accordance with clause (i) of Section 5.5(g) hereof. Subject to Section 2.2(b) hereof, Purchaser shall pay the Purchase Price to the Sellers at the Closing by wire transfer in immediately available funds to an account or accounts designated by Sellers. Notwithstanding the last sentence of Section 2.2(a) hereof, if Sellers have not provided evidence reasonably satisfactory to Purchaser of the payment in full of all purchase price and other amounts required to be paid by Sellers under any Rail Car Purchase Orders for New Cars that are included as Purchased Assets at the Closing, Purchaser is hereby authorized and instructed to pay, on behalf of Sellers, a portion of the Purchase Price to the applicable seller of the New Cars as is necessary to fully pay the outstanding balance of purchase price and other amounts required to be p...
Assumed; Excluded Liabilities. Upon the terms and subject to the conditions of this Agreement, effective as of the Closing, Purchaser shall assume and be obligated to pay when due, perform, or discharge only the Assumed Liabilities. Purchaser shall not assume or otherwise become liable for any Excluded Liabilities.
Assumed; Excluded Liabilities. Purchaser or its Affiliates shall bear all the liabilities, obligations and costs relating to, and shall indemnify and hold harmless the Seller Group from and against, any claims made by any MMIS Employee for any statutory or common law severance or other separation benefits, any contractual or other severance or separation benefits and any other legally mandated payment obligations (including any compensation payable during a mandatory termination notice period and any payments pursuant to a judgment of a court having jurisdiction over the parties hereto) and for any other claim, cost, liability or obligation (whether related to compensation, benefits or otherwise), in each case, arising out of (i) Purchaser’s breach of its obligations under this Article VII or (ii) any claims for severance or other separation benefits in connection with the involuntary termination of employment by Purchaser or its Affiliates of any Transferred Employee after the Transfer Time. Seller or its Affiliates shall bear all the liabilities, obligations and costs relating to, and shall indemnify and hold harmless Purchaser and its Affiliates from and against, any claims made by any MMIS Employee for any statutory or common law severance or other separation benefits, any contractual or other severance or separation benefits and any other legally mandated payment obligations (including any compensation payable during a mandatory termination notice period and any payments pursuant to a judgment of a court having jurisdiction over the parties) and for any other claim, cost, liability or obligation (whether related to compensation, benefits or otherwise), in each case, not arising solely out of Purchaser’s breach of its obligations under this Article VII or under clause (ii) above, including without limitation, any such claim arising out of the applicable MMIS Employee’s refusal to accept an offer of employment made in compliance with this Article VII from (or to commence employment with), or objection to the automatic transfer of employment to, Purchaser or its Affiliates.
Assumed; Excluded Liabilities