Assumed Liabilities and Obligations. At Closing, Buyer shall assume and discharge the following liabilities (the "ASSUMED LIABILITIES"):
(a) liabilities for accounts payable which arose in the ordinary course of business for goods or services actually received by Seller prior to the Closing Date but only to the extent accrued on the Closing Date Balance Sheet in accordance with GAAP (as defined below) and in the ordinary course of business consistent with past practice;
(b) liabilities and obligations for accrued vacation, sick leave and holiday pay to employees of the Business who are retained by Buyer but only to the extent accrued on the Closing Date Balance Sheet in accordance with GAAP and in the ordinary course of business consistent with past practice;
(c) liabilities pursuant to the warranty policies set forth on Schedule 4.22 for repair or replacement of products or to refund the purchase price therefor or otherwise to provide credits for or adjustments with respect thereto, as a result of defects in materials or workmanship but only to the extent accrued on the Closing Date Balance Sheet in accordance with GAAP and in the ordinary course of business consistent with past practice;
(d) liabilities and obligations under the contracts listed on Schedule 1.4(d) (the "ASSUMED CONTRACTS"), other than liabilities and obligations resulting from a breach or default of Seller or any of its Affiliates under any Assumed Contract occurring on or before the Closing; and
(e) liabilities and obligations under any employee benefit plan being assumed by Buyer in accordance with Article VI but only to the extent accrued on the Closing Date Balance Sheet in accordance with GAAP and in the ordinary course of business consistent with past practice. Buyer shall forever defend, indemnify and hold harmless Seller, and its officers, directors, agents, representatives, parents, subsidiaries, affiliates, successors and assigns from and against any and all liabilities, obligations, losses, claims, damages (including incidental and consequential damages), costs and expenses (including court costs and reasonable attorneys' fees) related to or arising from Buyer's failure to fully perform and discharge the responsibilities of Seller (to the extent assumed as provided herein) with respect to the foregoing. Buyer further agrees to pay and discharge all such liabilities as they come due.
Assumed Liabilities and Obligations. On the Closing Date, Buyer shall deliver to Seller the Assignment and Assumption Agreement pursuant to which Buyer shall assume and agree to discharge in accordance with their respective terms, all of the following liabilities and obligations of Seller (collectively, "Assumed Liabilities and Obligations"):
(a) All liabilities and obligations of Seller arising (or related to periods) on or after the Closing Date under Seller's Agreements (other than those identified in Schedule 2.2(m)), the Real Property Agreements (other than those identified in Schedule 2.2(k)) and the Transferable Permits in accordance with the terms thereof, including, without limitation, (i) the contracts, licenses, agreements and personal property leases entered into by Seller with respect to the Purchased Assets and disclosed on the relevant schedule and (ii) the contracts, licenses, agreements and personal property leases entered into by Seller with respect to the Purchased Assets after the date hereof consistent with the terms of this Agreement, except in each case to the extent such liabilities and obligations, but for a breach or default by Seller or a related waiver or extension, 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 or related waiver or extension or out of any event which after the giving of notice would constitute a default by Seller;
(b) Except as provided in Sections 2.4(d), 2.4(g), 2.4(q) and 2.4(r) and except for the Remediation work specifically identified and required by Section 6.17 to be performed by or on behalf of Seller, any liabilities, claims (including, without limitation, third party claims), obligations or responsibilities under or related to applicable Environmental Laws, Nuclear Laws or Environmental Permits with respect to the ownership or operation of the Purchased Assets, whether such liability, obligation or responsibility is known or unknown, contingent or accrued, and whether occurring prior to, on or after the Closing Date; 168
(c) All liabilities and obligations associated with the Purchased Assets in respect of Taxes for which Buyer is liable pursuant to Section 3.5 or 6.8(a) hereof;
(d) All liabilities and obligations with respect to the Transferred Employees on and after the Closing Date except for those retained by Seller as provided in Section 6.10;
(e) With respect to the Purchased Assets, any Tax that may be imposed by any federal...
Assumed Liabilities and Obligations. On the Closing Date, Purchaser shall acquire the Purchased Assets subject only to, and shall undertake, assume, perform and otherwise pay, satisfy and discharge, and hold Seller harmless from the following liabilities and obligations, excluding any liabilities and obligations to Affiliates of Seller (collectively, the "Assumed Liabilities"):
(i) all obligations of Seller accruing subsequent to the Closing Date under the Contracts contemplated by Section 2.1.4, including, without limitation, those set forth in Schedule 1.68 and Schedule 2.1.4, provided that the rights thereunder have been duly and effectively assigned to Purchaser; and
(ii) all obligations of Seller accruing after the Closing Date under the Permits described in Section 2.1.6, provided that the rights thereunder have been duly and effectively assigned to Purchaser.
Assumed Liabilities and Obligations. Subject to the terms and conditions set forth in this Agreement, Company agrees to assume at Closing only those costs and liabilities associated with the Business that are to be described on Schedule 1.3 to be attached to this Agreement at or prior to Closing (collectively, the "Assumed Liabilities"), and no others. Except for the Assumed Liabilities, Company will not assume or agree to pay, perform, or discharge, and Contributing Party will remain liable for, any cost, debt, obligation, tax, or liability, whether known or unknown, contingent or otherwise, of Contributing Party of any kind or nature whatsoever.
Assumed Liabilities and Obligations. On the Closing Date, Purchaser ----------------------------------- shall assume and agrees to pay, perform and discharge as and when due, all of the obligations and liabilities of Seller based upon events occurring on or after the Closing Date under (i) the Real Property Lease, (ii) the Personal Property Leases, and (iii) the Acquired Contracts. All of the foregoing to be assumed by Purchaser hereunder are collectively referred to as the "Assumed Liabilities."
Assumed Liabilities and Obligations. Buyer hereby acquires the Purchased Assets subject only to, and shall undertake, assume, perform and otherwise pay, satisfy and discharge, and hold Seller harmless from, the liabilities and obligations set forth in this Section 2.3 or relating hereto.
Assumed Liabilities and Obligations. On the terms and subject to the conditions and exceptions contained herein, as of the Closing Date, Buyer agrees to assume and become responsible for (unless otherwise specified herein) only (i) Seller’s obligations to be performed on or after the Closing Date pursuant to and in accordance with the Assumed Contracts, subject to Section 2.5 hereof; (ii) accounts payable, accruals and other obligations existing as of the Closing Date and arising in the ordinary course of the Acquired Business in an amount not to exceed $376,000 in the aggregate; (iii) any Liability relating to the Assets or the Acquired Business that may arise, accrue or occur on or after the Closing Date and which is not the result of an action or omission of Seller prior to or otherwise due by Seller as of the Closing Date; and (iv) Liabilities in the aggregate amount of up to $21,000 for any accrued but unused personal, sick, or vacation time or other paid time off to which any employee of Seller is entitled (collectively, the “Assumed Liabilities”) and Buyer does not assume and will not be responsible or liable for any other Liabilities and obligations of Seller (including, without limitation, the Excluded Liabilities set forth in Section 2.4). Seller shall not amend, adjust or compromise any Assumed Liabilities from the date hereof without the prior knowledge and written consent of Buyer.
Assumed Liabilities and Obligations. At each Closing for ----------------------------------- an Asian Business, Bank shall delegate to BAMSI, and BAMSI shall assume and agree to thereafter pay, satisfy, perform and discharge, as if such Asian Business had been operated by BAMSI from the commencement thereof and had never been owned by Bank, all of the obligations and liabilities to the extent arising out of or relating to such Asian Business or the related Assets, known or unknown, accrued, absolute, contingent or otherwise, whether arising from pending or threatened claims against Bank related to such Asian Business or the related Assets, including, without limitation, environmental liabilities, whether arising as a result of the transactions contemplated hereby, whether existing at such Closing or arising at any time or from time to time after the Closing, and whether based on circumstances, events or actions arising theretofore or thereafter, and whether or not such obligations and liabilities shall have been disclosed herein or reflected on the books and records of such Asian Business (collectively, the "Assumed Liabilities"), other than the Retained Liabilities (as hereinafter defined).
Assumed Liabilities and Obligations. On the terms and subject to the conditions and exceptions contained herein, as of the Closing Date, Buyer shall assume and become responsible for only those obligations specified on Schedule 2.3 (the “Assumed Liabilities”), and Buyer does not assume and will not be responsible or liable for any other Liabilities or obligations of Seller. Seller shall not amend, adjust or compromise any Assumed Liabilities from the date hereof without the prior written consent of Buyer.
Assumed Liabilities and Obligations. The Subsidiary will assume, pay and perform all the Assumed Liabilities and Obligations as and when due, including completing all contracts and work in progress which exist at the Spin-Off Closing.
