Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Buyer shall deliver to Seller, and Seller shall deliver to Buyer, the Instrument of Assignment and Assumption pursuant to which Buyer shall assume and agree to discharge only the following obligations and liabilities of Seller in accordance with their respective terms and subject to the respective conditions thereof (the following liabilities and obligations to be assumed by Buyer hereunder (excluding any Excluded Liabilities) are collectively referred to herein as the “Assumed Liabilities”):
(a) all liabilities of Seller with respect to the Business reflected in the Valuation Date Working Capital as a dollar amount;
(b) all liabilities and obligations of Seller under (i) the Seller Agreements, (ii) the contracts, agreements, commitments, understandings and instruments with respect to the Business not required by the terms of Section 5.16 to be listed in a Schedule to this Agreement and (iii) the contracts, agreements, commitments, understandings and instruments entered into by Seller with respect to the Business after the date hereof consistent with the terms of this Agreement, except (A) in each case, to the extent such liabilities and obligations, but for a breach or default by Seller, would have been paid, performed or otherwise discharged on or prior to the Closing Date or to the extent the same arise out of any such breach or default, (B) in each case, to the extent such liabilities and obligations would be required to be reflected on a balance sheet as of the Valuation Date with respect to the Purchased Assets prepared in accordance with the Agreed Accounting Principles and were not so reflected in the Valuation Date Balance Sheet and not taken into account as a deduction in determining Valuation Date Working Capital pursuant to Section 3.3 and (C) that in the case of clauses (i), (ii) and (iii), Buyer shall only assume and discharge any liabilities and obligations arising prior to the Closing to the extent reflected as current liabilities in the calculation of Valuation Date Working Capital; and
(c) all liabilities in respect of Taxes for which Buyer is liable pursuant to Section 8.3.
Assumed Liabilities. Except as otherwise specifically set forth in Section 3.2, Buyer shall assume (i) all Liabilities of the Company or any of its Subsidiaries that primarily arise or have arisen out of, in respect of or as the result of the ownership, operation or transfer of the Purchased Assets or the Business (together with those covered by Sections 3.1(a) through (j) below, the "Assumed Liabilities") and (ii) without limiting the generality of clause (i) of this sentence, the following Liabilities:
(a) the Liabilities set forth in Section 3.1(a) of the Disclosure Letter;
(b) except for any Liabilities expressly retained by the Company or its Subsidiaries under Article IX, the Liabilities of the Company or its Subsidiaries that primarily arise or have arisen out of, in respect of or as the result of any Contracts constituting Purchased Assets;
(c) the Liabilities of the Company or its Subsidiaries for any infringement, impairment, dilution, misappropriation or other violation or misuse ("Infringement") or alleged Infringement of the rights of any other Person relating to Intellectual Property that primarily arise or have arisen out of, in respect of or as the result of the ownership, operation or transfer of the Purchased Assets or the Business;
(d) the Liabilities of the Company or its Subsidiaries in respect of products manufactured, marketed, distributed or sold by or as part of the operation of the Business prior to the Closing Date, including product liability and negligence claims and other Liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims;
(e) all Liabilities of the Company or its Subsidiaries under or relating to Environmental Law or Hazardous Substances, to the extent any such Liabilities arise or have arisen out of, in respect of or as the result of the ownership, operation or transfer of the Owned Real Property, which Liabilities include, but are not limited to, Liabilities in respect of any obligations under the New Jersey Industrial Site Recovery Act in relation to the Owned Real Property located in Cranbury, New Jersey and those matters specified in Section 3.1(e) of the Disclosure Letter;
(f) all transfer taxes, conveyance taxes and sales taxes incurred by the Company or Buyer in connection with the Transactions (excluding any such taxes incurred in connection with the transactions effected pursuant to the Merger Agreement or taxes that are in the nature of a tax on income or gain of...
Assumed Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, in addition to the payment of the Purchase Price and subject to Article X, the Acquiror hereby agrees, effective at the time of the Closing, to assume and thereafter timely to pay, discharge and perform in accordance with their terms, the following Liabilities of the Company and its Subsidiaries, in each case, to the extent Related to the Business, irrespective of whether the same shall arise prior to, on or following the Closing Date (the “Assumed Liabilities”):
(i) all Liabilities arising out of or relating to any of the Assumed Contracts, including with respect to Liabilities as lessee under the Real Estate Leases (except, in each case, with respect to any breach thereof occurring prior to the Closing);
(ii) all Liabilities (A) arising under the Assumed Company Plans (except, in each case, with respect to any breach thereof occurring prior to the Closing), (B) with respect to severance or other termination payments or benefits to Business Employees who do not receive an offer of employment in accordance with Section 6.1, (C) arising out of or relating to the employment, termination of employment or employment practices or workers’ compensation insurance with respect to the Transferred Employees on or after the Closing Date, including all administrative functions pertaining to workers’ compensation claims arising on or after the Closing Date and (D) with respect to payment of 2019 annual performance bonuses;
(iii) all Liabilities arising out of, based upon, resulting from or relating to the Transferred Assets or the operation of the Business following the Closing;
(iv) all Liabilities under Shared Contracts to the extent transferred to the Acquiror or its Affiliates in accordance with Section 5.5; and
(v) all other accrued liabilities to the extent included in the Final Net Working Capital Statement.
Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, the Parties agree, effective at the Effective Time, Buyer shall assume or to cause its Subsidiaries to assume all Liabilities of Seller or any of the Retained Subsidiaries to the extent relating to or arising out of the Purchased Assets or the Business of whatever nature, whether presently in existence or arising hereafter, except for the Excluded Liabilities (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities):
(a) all current liabilities set forth on the Balance Sheet and all current liabilities incurred after the Balance Sheet Date in the ordinary course of business, to the extent not satisfied prior to the Effective Time;
(b) all Liabilities arising under the Purchased Contracts;
(c) any Liabilities for Pre-Closing Non-Income Taxes relating to the Purchased Assets, in each case, to the extent included in the calculation of Final Closing Net Working Capital;
(d) all Liabilities arising under warranty obligations or arising under applicable product liability, personal injury or tort Laws relating to any products manufactured or sold in the Business prior to, at or after the Effective Time, except for those Liabilities set forth on Schedule 2.04(d) (the “Excluded Product Liabilities”) (excluding the Excluded Product Liabilities, the “Product Liabilities”);
(e) all Environmental Liabilities arising at or prior to the Effective Time in connection with or relating to the Business as currently or formerly conducted, the Purchased Assets, the Real Property or any other real or personal property currently owned, leased or operated in connection with the Business or the Purchased Assets, including all Environmental Liabilities arising out of or relating to any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”);
(f) all Liabilities arising out of or in connection with any act, omission or circumstance occurring at any time after the Effective Time;
(g) all Liabilities relating to Purchased Subsidiary Employees, other than any such Liabilities expressly retained by Seller pursuant to Article VII;
(h) all Liabilities relating to the International Plans; and
(i) any Liabilities with respect to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. Buyer’s obligati...
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. Without limiting Buyer’s rights to indemnity under Article XI, Buyer’s rights to adjustments to the Purchase Price pursuant to Section 3.2, and Buyer’s remedies for Title Defects and Environmental Defects pursuant to Article VI, from and after the Closing, Buyer shall assume and hereby agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid and discharged) all obligations and Liabilities, whether known or unknown, liquidated or contingent, to the extent arising from, based upon, related to, or associated with, (X) the Conveyed Properties (including the ownership or operation of Oakfield) whether such obligations and Liabilities are deemed to have arisen or accrued or are attributable to periods prior to, on or after the Effective Time (including the Environmental Obligations and P&A Obligations) and (Y) from and after the expiration (if ever) of the applicable Survival Periods set forth in Section 4.3(e), the Retained Obligations (all such obligations and Liabilities, collectively, the “Assumed Liabilities”); provided, however, that nothing in this Section 2.4 shall prejudice Buyer’s remedies with respect to a bona fide claim made pursuant to, and in accordance with, Section 11.2 with respect to, and the Assumed Liabilities shall not include, (i) any Seller Taxes, (ii) any other Retained Liability prior to the expiration of the applicable Survival Period or (iii) any other matter to the extent Seller is obligated to indemnify the Buyer Indemnified Parties pursuant to this Agreement.
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.
