Assumed Liabilities. Subject to the terms and conditions set forth herein, and in reliance upon the representations and warranties contained herein, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery of the Assets to Buyer, Buyer will assume and undertake to pay, perform and discharge, in accordance with the terms thereof, only the following Liabilities of the Company incurred in the ordinary course of business (the "Assumed Liabilities"):
(a) express contractual performance obligations arising after the Effective Time (other than obligations relating to those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assets);
(b) Liabilities expressly assumed by Buyer pursuant to Article X; and
(c) Liabilities (other than those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) which are not included in clause (a) or (b) of this Section 3.1, but only to the extent and in the amounts provided for on the Final Closing Statement. The parties understand and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoever.
Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement (and in particular subject to Section 2.1.5 as relates to the French Assumed Liabilities), at the Closing the Purchaser shall and shall cause the relevant Designated Purchaser to assume and become responsible for, and to perform, discharge and pay when due, and indemnify the Designated Sellers against and hold each of them harmless from, the following Liabilities if (except in connection with (5) below) the events giving rise to such obligations and liabilities came into existence after the Closing Date and relate to or arise out of the relevant Designated Country Assets (such obligations and liabilities are referred to herein as the “Designated Country Assumed Liabilities” and all Designated Country Assumed Liabilities are collectively referred to herein as the “Assumed Liabilities”):
(1) all Liabilities that arise with respect to the ownership and operation of the Assets;
(2) all Liabilities arising from or in connection with the performance of the Seller Contracts (or breach thereof), but excluding all obligations arising under invoices from suppliers under the Seller Contracts that are validly issued on or before the Closing Date;
(3) all Liabilities resulting from any licensing assurances, agreements or undertakings relating to the Transferred Intellectual Property which the Designated Sellers may have granted or committed to Third Parties including applicable standard bodies, which, except for Liabilities applicable to standard bodies, are included in (a) Seller Contracts with a customer, (b) a contract between Designated Seller and a customer, obligations of which are being subcontracted to a Designated Purchaser under the Subcontract Agreement, and (c) the list of cross-licenses and other licenses listed in Schedule 3.1 of the Disclosure Letter;
(4) all Liabilities for, or related to any obligation for, any Tax that the Purchaser or any other Designated Purchaser bears under Article 8 of this Agreement (including, for the avoidance of doubt, Transfer Taxes); and
(5) subject to the provisions of Section 5.5.1 and 5.5.2, all obligations under any Standard Warranty Liability and Extended Warranty Liability relating to Nortel Products and Nortel Services which have been supplied under (i) a Seller Contract or (ii) any Bundled Contract to the extent such obligations relate to the Business only. Specific provisions relating to Liabilities arising in connection with employment-related ...
Assumed Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, Buyer agrees that as of, and at all times after, the Closing, Buyer shall assume, and satisfy, perform, pay and discharge as and when due and payable, and otherwise be solely responsible for, each of the following Liabilities (collectively, the “Assumed Liabilities”):
(a) all Liabilities of the Seller of the following types (i) the post-Closing Liabilities under any progressive meter or similar accumulating Liability under any slot machine or any other gaming device at the Property, (ii) Liability for any chips, tokens, player cards or similar casino currency outstanding as of the Closing Date and (iii) Liabilities arising or resulting from player rewards programs, and complimentary arrangements for food, beverages and playing chips granted by Seller or its Affiliates with respect to the Property on or prior to the Closing Date;
(b) all Liabilities of Seller with respect to entertainment, dining and other reservations made by patrons relating to the Property from and after the Transfer Time to the extent described in Section 6.11;
(c) all Liabilities under the Assumed Contracts;
(d) all Liabilities to or relating to Transferred Employees accruing from and after the Closing Date, except those Liabilities for workers’ compensation claims to the extent related to pre-Closing events or occurrences and Liabilities described in Section 1.3(f), and the Liabilities specifically assumed by Buyer pursuant to Section 6.4;
(e) except as otherwise provided herein, all Liabilities for Taxes arising from or attributable to the Purchased Assets (or the operation of the Purchased Assets) for any taxable period (or portion thereof) from and after the Closing Date or reflected on the Working Capital Statement as a Current Liability in accordance with Sections 2.4(b)(i) and 6.9(b);
(f) Liabilities for utilities arising from or attributable to the Purchased Assets for any period (or portion thereof) from and after the Closing Date or reflected on the Working Capital Statement as a Current Liability in accordance with Section 2.4(b)(ii);
(g) the Assumed Sky Bridge Debt; and
(h) all other Liabilities (other than the Excluded Liabilities expressly provided in clauses (a) through (g) of Section 1.3) to the extent arising out of or resulting from the ownership, use or maintenance of the Purchased Assets and the operation and support of the business located at the Property from and after the Closing.
Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assume, effective as of 12:00:01 a.m. on the Closing Date, and from and after the Closing Purchaser shall pay, perform and discharge when due, all of the following liabilities, obligations and commitments (“Liabilities”) of Seller and the Selling Affiliates, other than any Excluded Liability (the “Assumed Liabilities”):
(i) all Accounts Payable, accrued expenses and other current liabilities arising out of or relating to the Product, the Acquired Assets or the Business arising on or after the Closing Date;
(ii) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date;
(iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date;
(iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities;
(v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Taxes”);
(vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date;
(vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and
(viii) all other Liabilities of Seller and the Selling Affiliates of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whethe...
Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to assume and agree to pay, discharge and perform in accordance with their terms, only the following liabilities, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing (the “Assumed Liabilities”):
(i) all liabilities, commitments and obligations arising under any of the Assumed Contracts to the extent such liabilities, commitments and obligations are required to be performed on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing;
(ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a);
(iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and
(iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so included.
Assumed Liabilities. Section 2.3
Assumed Liabilities. Upon the terms and subject to the conditions and exclusions set forth in this Agreement, at the Closing, Purchaser shall, or shall cause the applicable Designated Purchasers to, assume and satisfy, pay, perform and discharge when due the following Liabilities of the Asset Seller Entities, to the extent arising out of or relating to acts or omissions in the conduct of the Triage Business or ownership of the Purchased Assets, whether accrued or fixed, known or unknown, absolute or contingent, matured or unmatured or determined or determinable as of the Closing Date, other than the Excluded Liabilities (all of the following Liabilities to be so assumed, satisfied or discharged being herein collectively called the “Assumed Liabilities”), and no Designated Purchaser or its Affiliates shall assume (by succession, transfer or assignment or otherwise) or have any responsibility for any other Liabilities of the Asset Seller Entities:
(i) all Liabilities to the extent arising out of or relating to acts or omissions after the Closing in the conduct of the Triage Business or the ownership of the Purchased Assets from and after the Closing (except as expressly excluded pursuant to subclauses (1) and (2) of clause (ii) of this Section 2.02(a));
(ii) (A) to the extent related to the Triage Business, all Liabilities arising after Closing to the extent arising out of or resulting from: (1) Exclusive Contracts included in the Purchased Assets under Section 2.01(a)(iv)(B), Section 2.01(a)(v)(A), Section 2.01(a)(vi) and Section 2.01(a)(xviii)(C)(i), and (2) Shared Contracts included in the Purchased Assets under Section 2.01(a)(iv)(A), Section 2.01(a)(v)(B), and Section 2.01(a)(xviii)(C)(ii), and (B) to the extent related to the leasing, maintenance, outfitting, or other operation of the Transferred Real Property, all Liabilities arising after Closing to the extent arising out of or resulting from Contracts included in the Purchased Assets under Section 2.01(a)(xxii), except in each case to the extent (1) arising out of or relating to the performance or nonperformance by any Asset Seller Entity of any obligation that was required to be performed or fulfilled by such Asset Seller Entity prior to the Closing or (2) attributable to the acts or omissions of any Asset Seller Entity prior to the Closing; and
(iii) all Liabilities for or with respect to which Purchaser bears responsibility pursuant to Article VII or Article VIII.
Assumed Liabilities. As of the date hereof, Assignee hereby assumes and agrees to pay, perform and discharge, fully and completely, all liabilities, commitments, contracts, agreements, obligations or other claims against Assignor, whether known or unknown, asserted or unasserted, accrued or unaccrued, absolute or contingent, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise associated with the Former Business whenever arising (the “Liabilities”), including, but not limited to, the Liabilities listed on Exhibit B, and identified in part by reference to the Balance Sheet.
Assumed Liabilities. As further consideration for the purchase of the Assets to be effected hereby, Purchaser shall assume and discharge only the following liabilities and obligations of Seller (the “Assumed Liabilities”): those liabilities of Seller which are properly reflected in Seller’s Closing Date Balance Sheet (as defined in Section 2.5) and, with respect to any Tax liabilities assumed, those which are not past due or subject to any uncertain Tax positions within meaning of ASC 740, “Income Taxes.” The Assumed Liabilities shall include only (a) accounts payable (including commissions currently payable and sales taxes currently payable), (b) operating lease obligations for property used by Seller in its conduct of the Business, (c) customer deposit obligations that have not been applied towards inventory purchases or any other aspect of a customer installation and with respect to which Seller has not yet performed any services for the customer, and (d) any deferred revenue under service contracts which are assignable and delegable and are assigned to and assumed by Purchaser (with any necessary consents from the customer-obligee and any other necessary third party); provided that the Assumed Liabilities shall expressly exclude (i) all undisclosed, unrecorded and unwritten liabilities of every type and character, (ii) all accounts payable owed to Littler Xxxxxxxxx PC and (iii) any and all indebtedness for borrowed funds, including indebtedness, obligations and liabilities, if any, of Seller to (A) the RDC, (B) * , (C) Seller’s investors, and (D) Seller’s capital option holders, or any of them.
Assumed Liabilities. On the basis of the representations, warranties, covenants and agreements and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing, the Buyer shall assume and agree to pay, perform and discharge when due the Assumed Liabilities.
