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, state or local government on the ownership, sale, operation or use of the Purchased Assets on or after the Closing Date, except for any Income Taxes attributable to income received by Seller; (f) All liabilities and obligations of Seller for Decommissioning of the Facilities, except for Seller's obligations to make the payments specified in Section 6.12; (g) All liabilities and obligations of Seller to dispose of Nuclear Material located in, on or under the Site on or after the Closing Date; (h) Subject to Section 6.10, all liabilities and obligations relating to Buyer's hiring, discrimination in hiring, or unfair labor practices with respect to the employees of CPS; (i) All liabilities and obligations of Seller set forth on Schedule 2.3(i); and (j) All liabilities or obligations for (i) any insurance premiums (including deferred premiums or retrospective premium adjustments) under the nuclear liability and property damage insurance policies which Buyer is required to maintain pursuant to Section 6.15 hereof, and (ii) any retrospective premium adjustments under the Price-Anderson Act's secondary layer of financial protection, ix xxxxxx xxxx arising from events occurring on or after the Closing Date.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Illinois Power Co), Asset Purchase Agreement (Illinova Corp)
Assumed Liabilities and Obligations. On At the Closing DateClosing, 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 termswhen due, all of the following specific Liabilities and certain liabilities and obligations for Taxes of Seller that relate to the Included Assets or are otherwise specified below (collectively, "Assumed Liabilities and Obligations"):
(a) All liabilities and obligations of Seller Liabilities arising (or related to periods) on or after the Closing Date with respect to the ownership, operation, use or maintenance after the Closing of the Included Assets, and all Liabilities arising after the Closing under the Seller's Agreements (other than those identified in Schedule 2.2(m)including the Standard Spent Fuel Disposal Contract), Fuel Contracts, the Real Property Agreements (other than those identified in Schedule 2.2(k)) Emergency Equipment Easements, the Non-material Contracts and the Transferable Permits in accordance with the terms thereof, including, without limitation, (i) including all Liabilities arising after the Closing relating to 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 Included Assets after the date hereof Effective Date consistent with the terms of this AgreementSection 6.9, except in each case to the extent such liabilities and obligationsLiabilities, but for a breach or default by Seller or a related waiver or extension, would have been paid, performed or otherwise discharged on at 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 or the passage of time 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 All Liabilities with respect to the ownership Transferred Employees relating to loss of life, injury, illness, discrimination, wrongful discharge, unfair labor practice, or operation constructive termination of the Purchased Assetsany individual, whether such liability, obligation or responsibility is known similar claim or unknown, contingent cause of action that are attributable to any actions or accrued, and whether occurring prior to, on inactions of Buyer or its Affiliates at or after the Closing Date; 168Closing;
(c) All liabilities Liabilities with respect to Transferred Employees for which Buyer is responsible pursuant to Section 6.10;
(d) Except as contemplated by Section 2.4(d), 2.4(i) and obligations 2.4(j), all Liabilities of Seller under or related to Environmental Laws with respect to the ownership, use, operation or maintenance of the Included Assets (i) arising pre- or post-Closing, with respect to any such Liabilities caused (or allegedly caused) by the presence or Release of Hazardous Materials at, on, in, under or migrating from the Palisades Site (but excluding any such Liability arising pre-Closing with respect to an Off-site Location, except to the extent that the Hazardous Materials giving rise to such Liability are present on the Palisades Site and such Off-Site Location as a result of the same Release occurring prior to the Closing) and (ii) arising after the Closing with respect to all other such Liabilities, including any such Liabilities caused (or allegedly caused) by the presence or Release of Hazardous Materials at, on, in, under or migrating from the Big Rock ISFSI Site;
(e) Liabilities for any claims by third parties resulting from or in connection with loss of life, injury or illness to persons or damages to property or the Environment and caused (or allegedly caused) by the presence or Release after the Closing of Hazardous Materials at, on, in, under or migrating from the Palisades Site or the Big Rock ISFSI Site;
(f) All Liabilities associated with or arising from the Purchased Included Assets in respect of Taxes for which Buyer is liable pursuant to Section 3.5 or 6.8(a) hereof6.8;
(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;
(eg) With respect to the Purchased Included Assets, all Liabilities for any Tax Taxes that may be imposed by any federal, state or local government Governmental Authority on the ownership, sale, maintenance, operation or use of the Purchased Included Assets on or that relate to or arise from the Included Assets, in either case with respect to taxable periods (or portions thereof) beginning at or after the Closing Date, (except for any Taxes imposed upon Seller arising from the sale of the Included Assets pursuant to this Agreement, any Income Taxes attributable attributed to income actually received and retained by Seller;
(f) All liabilities and obligations of , any Taxes imposed upon Seller for Decommissioning of the Facilities, except for Seller's obligations to make the payments specified in under Section 6.12;
(g) All liabilities and obligations of Seller to dispose of Nuclear Material located in, on or under the Site on or after the Closing Date6.8);
(h) Subject All Liabilities to Section 6.10, all liabilities Decommission the Facilities and obligations relating to Buyer's hiring, discrimination in hiring, or unfair labor practices with respect to the employees of CPSSites;
(i) All liabilities and obligations of Without limiting the Liabilities retained by Seller set forth on Schedule 2.3(i); and
(j) All liabilities or obligations for (i) any insurance premiums (including deferred premiums or retrospective premium adjustments) under the nuclear liability and property damage insurance policies which Buyer is required to maintain pursuant to Sections 6.13, 6.14 or 6.15, all Liabilities (other than Liabilities relating to claims by third parties, which are addressed in Section 6.15 hereof2.3(j)), (A) whether arising pre- or post-Closing with respect to the Palisades Assets (but not, with respect to any such pre-Closing Liabilities, at any Off-Site Location) and (iiB) any retrospective premium adjustments under the Price-Anderson Act's secondary layer of financial protection, ix xxxxxx xxxx arising from events occurring on or after the Closing Date.with respect to the Big Rock ISFSI Assets, (x) under or relating to Nuclear Laws and arising out of the ownership, use, operation or maintenance at the applicable Site of the Included Assets or (y) associated with, or related to any claim in respect of, Nuclear Fuel, Spent Nuclear Fuel or other Nuclear Materials located at the applicable Site, including any and all such Liabilities arising out of or resulting from an "extraordinary nuclear occurrence," a "nuclear incident" or a "precautionary evacuation" (as such terms are defined in the Atomic Energy Act) at the Sites or any other licensed nuclear reactor site in the United States, or such an extraordinary nuclear occurrence, nuclear incident or precautionary evacuation in the course of the transportation of radioactive materials to or from the Sites or any other site, including Liability for any deferred premiums assessed in connection with such an extraordinary nuclear occurrence, a nuclear incident or precautionary evacuation under any applicable NRC or industry retrospective rating plan or insurance policy, including any mutual insurance pools established in compliance with the requirements imposed under Section 170 of the Atomic Energy Act, 10 C.F.R. Part 140, and 10 C.F.R. Section 50.54(w); provided, however, that Buyer does not assume, and Seller shall retain as Excluded Liabilities hereunder, all Liabilities of Seller arising pre-Closing and associated with the off-Site processing, disposal, fabrication, storage, handling or transportation of Nuclear Fuel, Spent Nuclear Fuel or other Nuclear Materials (including, for purposes of this Section 2.3(i), Hazardous Materials mixed with Nuclear Materials) owned by Seller or NMC or otherwise associated in any manner with the Included Assets; and provided further, that, for sake of clarity, Buyer does not assume any such Liabilities associated with the construction, operation or Decommissioning of the Big Rock Point Plant Operating Facility, except all Liabilities attributable to periods following the Closing related to the Big Rock ISFSI;
Appears in 2 contracts
Samples: Asset Sale Agreement (CMS Energy Corp), Asset Sale Agreement (CMS Energy Corp)
Assumed Liabilities and Obligations. On the Closing DateAt Closing, 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, the "Assumed Liabilities and ObligationsASSUMED LIABILITIES"):
(a) All liabilities and obligations for accounts payable which arose in the ordinary course of Seller arising (business for goods 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 services actually received 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 but only to the extent accrued on the same arise out Closing Date Balance Sheet in accordance with GAAP (as defined below) and in the ordinary course 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 Sellerbusiness consistent with past practice;
(b) Except as provided in Sections 2.4(d)liabilities and obligations for accrued vacation, 2.4(g), 2.4(q) sick leave and 2.4(r) and except for holiday pay to employees of the Remediation work specifically identified and required Business who are retained 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 Buyer but only 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, extent accrued on or after the Closing Date; 168Date Balance Sheet in accordance with GAAP and in the ordinary course of business consistent with past practice;
(c) All liabilities and obligations associated with the Purchased Assets in respect of Taxes for which Buyer is liable pursuant to Section 3.5 the warranty policies set forth on Schedule 4.22 for repair or 6.8(a) hereofreplacement 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) All 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 Transferred Employees on foregoing. Buyer further agrees to pay and after the Closing Date except for those retained by Seller discharge all such liabilities as provided in Section 6.10;
(e) With respect to the Purchased Assets, any Tax that may be imposed by any federal, state or local government on the ownership, sale, operation or use of the Purchased Assets on or after the Closing Date, except for any Income Taxes attributable to income received by Seller;
(f) All liabilities and obligations of Seller for Decommissioning of the Facilities, except for Seller's obligations to make the payments specified in Section 6.12;
(g) All liabilities and obligations of Seller to dispose of Nuclear Material located in, on or under the Site on or after the Closing Date;
(h) Subject to Section 6.10, all liabilities and obligations relating to Buyer's hiring, discrimination in hiring, or unfair labor practices with respect to the employees of CPS;
(i) All liabilities and obligations of Seller set forth on Schedule 2.3(i); and
(j) All liabilities or obligations for (i) any insurance premiums (including deferred premiums or retrospective premium adjustments) under the nuclear liability and property damage insurance policies which Buyer is required to maintain pursuant to Section 6.15 hereof, and (ii) any retrospective premium adjustments under the Price-Anderson Act's secondary layer of financial protection, ix xxxxxx xxxx arising from events occurring on or after the Closing Datethey come due.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Young Innovations Inc), Purchase and Sale Agreement (Young Innovations Inc)
Assumed Liabilities and Obligations. On At the Closing DateClosing, Buyer shall deliver to Seller the Assignment and Assumption Agreement pursuant to which Buyer Purchaser shall assume and agree to shall thereafter pay, discharge and perform in accordance with their respective termsthe ordinary course and without enlarging the rights of any third party, all those Liabilities 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 applicable Acquired Assets or the operation of the applicable Locations, including those Liabilities set forth on Schedule 2.5 (the “Assumed Liabilities”). For purposes of clarification, the Assumed Liabilities shall not include, and disclosed on Purchaser shall not assume any Liabilities of Seller other than the relevant schedule and Assumed Liabilities, including the following non-assumed Liabilities that are (i) interest-bearing debt or equivalents (including capital leases), regardless of whether or not the debt was incurred to acquire the Acquired Assets; (ii) accounts payable attributable to the contractsLocations arising prior to the Closing other than as set forth in Schedule 2.5; (iii) Liabilities incurred by Seller in connection with the Transactions, licensesincluding legal fees; (iv) Liabilities for accrued wages prior to Closing, agreements and personal property leases entered into by Liabilities for employee bonuses, liabilities for any employee deferred compensation and any other employee-related compensation and benefits that were accrued or occurred prior to Closing; (v) any Liability for or on account of any Tax allocated to Seller pursuant to this Agreement; (vi) any accounts or notes payable or owed to any Affiliate of Seller; (vii) any Liabilities under any employee stock incentive plan or similar employee compensation arrangement; (viii) any outstanding insurance claims; or (ix) any Liability of Seller with respect to the Purchased Excluded 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 (x) 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 Liability for the Specified Remediation work specifically identified and required by Section 6.17 to be performed by or on behalf of SellerMatter (collectively, any liabilities, claims (including, without limitation, third party claimsthe “Retained Liabilities”), 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, state or local government on the ownership, sale, operation or use of the Purchased Assets on or after the Closing Date, except for any Income Taxes attributable to income received by Seller;
(f) All liabilities and obligations of Seller for Decommissioning of the Facilities, except for Seller's obligations to make the payments specified in Section 6.12;
(g) All liabilities and obligations of Seller to dispose of Nuclear Material located in, on or under the Site on or after the Closing Date;
(h) Subject to Section 6.10, all liabilities and obligations relating to Buyer's hiring, discrimination in hiring, or unfair labor practices with respect to the employees of CPS;
(i) All liabilities and obligations of Seller set forth on Schedule 2.3(i); and
(j) All liabilities or obligations for (i) any insurance premiums (including deferred premiums or retrospective premium adjustments) under the nuclear liability and property damage insurance policies which Buyer is required to maintain pursuant to Section 6.15 hereof, and (ii) any retrospective premium adjustments under the Price-Anderson Act's secondary layer of financial protection, ix xxxxxx xxxx arising from events occurring on or after the Closing Date.
Appears in 1 contract
Samples: Asset Purchase Agreement (Caseys General Stores Inc)
Assumed Liabilities and Obligations. On the Closing Date, Buyer shall deliver to Seller Sellers the Assignment and Assumption Agreement pursuant to which Buyer shall assume and agree to discharge in accordance with their respective termswhen due, all of the following liabilities and obligations of Seller Sellers (collectively, "Assumed Liabilities and Obligations"):
(a) All liabilities and obligations of Seller Sellers arising (on or related after the Closing Date with respect to periods) the ownership or operation of the NMP-2 Assets and all liabilities and obligations of Sellers arising on or after the Closing Date under Seller's Agreements (other than those identified in Schedule 2.2(m))Sellers' Agreements, the Real Property Agreements (other than those identified in Schedule 2.2(k)) Agreements, the Non-material Contracts 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 Sellers with respect to the Purchased NMP-2 Assets or under Sellers' Agreements or the Non-material Contracts and disclosed on the relevant schedule and (ii) the contracts, licenses, agreements and personal property leases entered into by Seller Sellers with respect to the Purchased NMP-2 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 Sellers or a related waiver or extension, 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 SellerSellers; provided that other than with respect to the Non-Union Employees and Union Employees (as provided for in Section 2.3(d)), Buyer does not assume any liabilities or obligations relating to personal injury, discrimination, wrongful discharge, unfair labor practice, or constructive termination of any individual, or similar claim or cause of action attributable to any actions or inactions by Seller prior to the Closing Date;
(b) Except as provided in Sections 2.4(d), 2.4(g), 2.4(qAll liabilities (except for Excluded Liabilities) 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 obligations of Seller, any liabilities, claims (including, without limitation, third party claims), obligations or responsibilities Sellers under or related to applicable Environmental Laws, Nuclear Laws or Environmental Permits the common law with respect to the ownership Site; provided however, that Buyer does not assume any liability or operation obligation for the off-Site disposal or release of Hazardous Substances or the Purchased Assets, whether arrangement for such liability, obligation or responsibility is known or unknown, contingent or accrued, and whether occurring activities prior to, on or after to the Closing Date; 168, as provided in Section 2.4(g) hereof, except that for the purposes of Section 2.3 and 2.4 "off- Site" does not include any location adjoining the Site to which Hazardous Substances Released at the Site have migrated;
(c) All liabilities and obligations of Sellers associated with the Purchased NMP-2 Assets in respect of Taxes for which Buyer is liable pursuant to Section Sections 3.5 or 6.8(a) hereof;,
(d) All liabilities and obligations with respect to Transferred Employees (a) for which Buyer is responsible pursuant to Section 6.10 or the terms of the IBEW Collective Bargaining Agreement, or (b) relating to the employment of the Transferred Employees on and after or termination of employment of the Transferred Employees including liabilities for personal injury, discrimination, harassment, retaliation, constructive termination, wrongful discharge, unfair labor practices, or any similar claim or cause of action attributable to any actions or inactions by NMPC prior to the Closing as to which no claim or cause of action has been filed with or is pending before any court, administrative agency or arbitrator prior to the Closing, it being understood, however, that, to the extent required by a court of competent jurisdiction, administrative agency or arbitrator, Buyer shall implement any prospective changes (as opposed to compensatory costs, damages or other liabilities relating to any periods prior to Closing) in the terms of employment of any Non-Union or Union Employees who become Transferred Employees as of the Closing Date except for those retained by Seller as provided in Section 6.10or who are subsequently ordered to be reinstated at NMP-1 or NMP-2 following the resolutions of the claims or causes of action described above, irrespective of when such claim or cause of action is filed or threatened;
(e) With respect to the Purchased NMP-2 Assets, any Tax that may be imposed by any federal, state or local government on the ownership, sale, operation or use of the Purchased NMP-2 Assets by Sellers on or after the Closing Date, except for any Income Taxes attributable to income received by SellerSellers;
(f) All liabilities and obligations of Seller for Decommissioning of Sellers to Decommission the Facilities, except for Seller's obligations to make the payments specified in Section 6.12;
(g) All liabilities and obligations of Seller to dispose Sellers associated with (i) the nuclear fuel consumed at NMP-2 from and after the Closing Date and (ii) the storage and disposal of the Nuclear Material located in, on or under the Site on or after of NMP-2 as of the Closing Date;
(h) Subject to Section 6.10, All liabilities and obligations of Sellers under the Operating Agreements arising on or after the Closing Date and all liabilities and obligations relating to Buyer's hiringof Sellers under the Operating Agreements as of the Closing Date other than (i) Excluded Liabilities, discrimination (ii) amounts in hiring, or unfair labor practices with respect dispute between Sellers and (iii) any costs and expenses arising out of the operation and maintenance of NMP-2 in the normal course of business prior to the employees of CPS;Closing Date; and
(i) All liabilities and obligations of Seller set forth on Schedule 2.3(i); and
(j) All liabilities or obligations for (i) any insurance premiums (including deferred premiums or retrospective premium adjustments) under the nuclear liability and property damage insurance policies which Buyer is required to maintain pursuant to Section 6.15 hereof, and (ii) any retrospective premium adjustments under the Price-Anderson Act's secondary layer of financial protection, ix xxxxxx xxxx Sellers arising from events occurring on or after the Closing DateDate to pay to ANI any additional premiums due to audit assessments.
Appears in 1 contract
Samples: Asset Purchase Agreement (New York State Electric & Gas Corp)
Assumed Liabilities and Obligations. On At the Closing DateClosing, Buyer Seller shall deliver assign to Seller the Assignment Purchaser, and Assumption Agreement pursuant to which Buyer Purchaser shall assume and agree to thereafter pay, satisfy, perform and discharge in accordance with their respective terms, all only the following specified liabilities of Seller or the Business existing as of the following liabilities and obligations of Seller Closing Date (collectively, "the “Assumed Liabilities and Obligations"Liabilities”):
(a) All trade accounts payable reflected on the Balance Sheet (other than a trade account payable to an Owner or a Related Person) that remain unpaid at and are not more than thirty (30) days past due as of the Closing; and trade accounts payable (other than a trade account payable to an Owner or a Related Person) incurred by Seller in the ordinary course of business between the date of the Balance Sheet and the Closing that remain unpaid at and are not more than thirty (30) days past due as of the Closing or are otherwise incurred with Purchaser’s prior written consent;
(b) liability to Seller’s customers incurred by Seller in the ordinary course of business for orders outstanding as of the Closing reflected on Seller’s books (other than any liabilities arising out of or relating to a breach that occurred prior to the Closing and obligations any liabilities associated with the failure of Seller to timely perform with respect to any such orders);
(c) those obligations and liabilities arising (or related to periodsfrom the Contracts listed on Schedule 2.1(f) on or from and after the Closing Date under Seller's Agreements (other than those identified in Schedule 2.2(m)and not including any liability arising out of or relating to a breach that occurred prior to the Closing), and any liability of Seller arising after the Real Property Agreements (other than those identified Closing under any Contract included in Schedule 2.2(k)) and the Transferable Permits Assets that is entered into by Seller after the date of this Agreement 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 provisions of this Agreement, except in each case Agreement (other than a liability arising out of or relating 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 that occurred prior to the Closing Date and other orders in jurisdictions where Seller is not properly authorized or licensed to conduct business); provided, however that Purchaser shall not be obligated to assume any obligations or liabilities with respect to a Contract listed on Schedule 5.1(d) if consent to the extent the same arise out assignment 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 Contract to Purchaser is not provided by Seller;
(bd) Except as provided the contingent liabilities or guarantees described, and in Sections 2.4(dthe amounts listed, on Schedule 3.1(d), 2.4(g), 2.4(q) and 2.4(r) and except for which were provided to parties that financed the Remediation work specifically identified and required by Section 6.17 to be performed by or on behalf sale 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 equipment by Seller or such other contingent liabilities or guarantees as provided in Section 6.10are otherwise incurred with Purchaser’s prior written consent;
(e) With respect liability to Seller’s customers under written warranty agreements in the forms disclosed in Schedule 3.1(e) or other warranty agreements otherwise disclosed in Schedule 3.1(e) or otherwise provided with Purchaser’s prior written consent, in each case given by Seller to its customers in the ordinary course of business prior to the Purchased Assets, Closing (other than any Tax liability arising out of or relating to a breach of warranty that may be imposed by any federal, state or local government on occurred prior to the ownership, sale, operation or use of the Purchased Assets on or after the Closing Date, except for any Income Taxes attributable to income received by SellerClosing);
(f) All liabilities and obligations of Seller to the Hired Employees for Decommissioning payment in respect of the Facilities, except for Seller's obligations to make the payments specified in Section 6.12;unused vacation days since each such employee’s last anniversary of hiring; and
(g) All liabilities and obligations product liability claims associated with products sold by Seller in the ordinary course of Seller operating the Business prior to dispose of Nuclear Material located in, on or under the Site on or after the Closing Date;
(h) Subject to Section 6.10, all liabilities and obligations relating to Buyer's hiring, discrimination in hiring, or unfair labor practices with respect to the employees of CPS;
(i) All liabilities and obligations of Seller set forth on Schedule 2.3(i); and
(j) All liabilities or obligations for (i) any insurance premiums (including deferred premiums or retrospective premium adjustments) under the nuclear liability and property damage insurance policies which Buyer is required to maintain pursuant to Section 6.15 hereof, and (ii) any retrospective premium adjustments under the Price-Anderson Act's secondary layer of financial protection, ix xxxxxx xxxx arising from events occurring on or after the Closing Date.
Appears in 1 contract
Samples: Asset Purchase Agreement (Gametech International Inc)
Assumed Liabilities and Obligations. On At Closing, 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, the "Assumed Liabilities and ObligationsLiabilities"):
(a) All liabilities and obligations for accounts payable which arose in the ordinary course of Seller arising (business for goods 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 services actually received 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 but only to the extent (i) accrued on the same arise out Closing Date Balance Sheet in accordance with GAAP (as defined below) and (ii) incurred in the ordinary course 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 Sellerbusiness consistent with past practice;
(b) Except liabilities and obligations for accrued vacation, sick leave and holiday pay to employees of the Business who are retained by the Buyer but only to the extent (i) accrued on the Closing Date Balance Sheet in accordance with GAAP and (ii) incurred 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 provided a result of defects in Sections 2.4(dmaterials or workmanship but only to the extent (i) accrued on the Closing Date Balance Sheet in accordance with GAAP and (ii) incurred in the ordinary course of business consistent with past practice; and
(d) liabilities and obligations under the contracts listed on Schedule 1.4(d) (the "Assumed Contracts"). Buyer shall forever defend, indemnify and hold harmless Seller and Parent, and their 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), 2.4(g), 2.4(qcosts and expenses (including court costs and reasonable attorneys' fees) related to or arising from Buyer's failure to fully perform and 2.4(r) and except for discharge the Remediation work specifically identified and required by Section 6.17 to be performed by or on behalf responsibilities of Seller, any liabilities, claims PDMI and Parent (including, without limitation, third party claims), obligations or responsibilities under or related to applicable Environmental Laws, Nuclear Laws or Environmental Permits the extent assumed as provided herein) with respect to the ownership or operation of the Purchased Assets, whether foregoing. Buyer further agrees to pay and discharge all 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, state or local government on the ownership, sale, operation or use of the Purchased Assets on or after the Closing Date, except for any Income Taxes attributable to income received by Seller;
(f) All liabilities and obligations of Seller for Decommissioning of the Facilities, except for Seller's obligations to make the payments specified in Section 6.12;
(g) All liabilities and obligations of Seller to dispose of Nuclear Material located in, on or under the Site on or after the Closing Date;
(h) Subject to Section 6.10, all liabilities and obligations relating to Buyer's hiring, discrimination in hiring, or unfair labor practices with respect to the employees of CPS;
(i) All liabilities and obligations of Seller set forth on Schedule 2.3(i); and
(j) All liabilities or obligations for (i) any insurance premiums (including deferred premiums or retrospective premium adjustments) under the nuclear liability and property damage insurance policies which Buyer is required to maintain pursuant to Section 6.15 hereof, and (ii) any retrospective premium adjustments under the Price-Anderson Act's secondary layer of financial protection, ix xxxxxx xxxx arising from events occurring on or after the Closing Datethey come due.
Appears in 1 contract
Assumed Liabilities and Obligations. On Subject to the other provisions hereof, on the Closing Date, Buyer shall deliver to Seller the Assignment and Assumption Agreement pursuant to which Buyer Purchaser shall assume and agree to thereafter discharge in accordance with their respective termsthe following, all of and only the following following, liabilities and obligations, EXECUTION COPY excluding any liabilities and obligations to Affiliates of Seller (collectively, the "Assumed Liabilities and ObligationsASSUMED LIABILITIES"):
(a) All liabilities and 4.2.1 all obligations of Seller arising (accruing subsequent to the Closing Date under the contracts, leases, agreements, orders, guarantees and commitments identified in SCHEDULE 2.1.2; PROVIDED that the rights thereunder have been duly and effectively assigned to Purchaser; PROVIDED FURTHER, that Purchaser shall not assume or related discharge any obligation relating to periods) on a breach of the terms of a contract, lease, agreement, order, guarantee or commitment caused by the assignment thereof to Purchaser at the Closing;
4.2.2 all obligations of Seller accruing after the Closing Date under Seller's Agreements (other than those the permits and licenses identified in Schedule 2.2(m))SCHEDULE 2.1.4; PROVIDED that the rights thereunder have been duly and effectively assigned to Purchaser;
4.2.3 the Payables and Accrued Expenses reflected on the books of Seller at the Closing Date and included in the calculation of the Net Working Capital pursuant to Section 3.3.4 hereof; and
4.2.4 service obligations and express warranty obligations of Seller to repair or replace defective goods sold by Seller under the terms of any written contract, commitment or sale transaction entered into in the ordinary course of business relating to products shipped not more than ninety (90) days prior to the Closing Date; PROVIDED, that Purchaser assumes no obligation of Seller for incidental or consequential damages or for any personal injury, or for intellectual property infringement, the Real Property Agreements (sole warranty obligation of Purchaser assumed hereunder being the obligation to repair or replace defective goods. Except for the obligations expressly assumed by Purchaser pursuant to the foregoing provisions of this Section 4.2, it is understood and agreed that Purchaser does not and will not assume or become obligated to pay or perform with respect to third parties any debts, liabilities, contracts or other than those identified in Schedule 2.2(k)) and the Transferable Permits in accordance with the terms thereofobligations of Seller or its Affiliates, whether now existing or hereafter arising, for which Seller or any of its Affiliates is or may become liable however arising, including, without limitation, (i) obligations arising pursuant to the law of contracts, licensestort, agreements and personal property leases entered into by Seller with respect to the Purchased Assets and disclosed on the relevant schedule and (ii) the contractsstrict liability or other applicable laws, licensesrules, 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, state or local government on the ownership, sale, operation or use of the Purchased Assets on or after the Closing Date, except for any Income Taxes attributable to income received by Seller;
(f) All liabilities and obligations of Seller for Decommissioning of the Facilities, except for Seller's obligations to make the payments specified in Section 6.12;
(g) All liabilities and obligations of Seller to dispose of Nuclear Material located in, on or under the Site on or after the Closing Date;
(h) Subject to Section 6.10, all liabilities and obligations relating to Buyer's hiring, discrimination in hiringregulations, or unfair labor practices with respect to the employees of CPS;
(i) All liabilities and obligations of Seller set forth on Schedule 2.3(i); and
(j) All liabilities or obligations for (i) any insurance premiums (including deferred premiums or retrospective premium adjustments) under the nuclear liability and property damage insurance policies which Buyer is required to maintain pursuant to Section 6.15 hereof, and (ii) any retrospective premium adjustments under the Price-Anderson Act's secondary layer of financial protection, ix xxxxxx xxxx arising from events occurring on or after the Closing Dateordinances.
Appears in 1 contract
Samples: Asset Purchase Agreement (Advanced Communications Technologies Inc)
Assumed Liabilities and Obligations. On Subject to the Closing Dateother provisions hereof, at the Closing, Buyer shall deliver to Seller assume or accept assignment from Sellers and thereafter pay, perform or discharge the Assignment following, and Assumption Agreement pursuant to which Buyer shall assume only the following, liabilities and agree to discharge in accordance with their respective termsobligations, all of the following excluding any liabilities and obligations to Affiliates of Seller Sellers other than as reflected on the Closing Balance Sheet (as finally determined pursuant to Section 3.6.3) (collectively, "the “Assumed Liabilities and Obligations"Liabilities”):
4.2.1 All liabilities, obligations and commitments of Sellers under the Assumed Contracts, to the extent incurred or arising after the Closing (a) to the extent not arising from a breach of Sellers or their Affiliates before the Closing);
4.2.2 All liabilities liabilities, obligations and obligations commitments of Seller arising (or related to periods) on or Sellers accruing after the Closing Date under Seller's Agreements (other than those the permits and licenses 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 2.1.4; provided that Buyer shall not assume or discharge any obligation relating 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 a breach of the terms of this Agreement, except in each case any permit or license (including the failure to the extent such liabilities and obligations, but for a breach procure any required permit or default by Seller or a related waiver or extension, would have been paid, performed or otherwise discharged on or license) that occurred prior to the Closing Date or is caused by the assignment thereof to Buyer at the Closing;
4.2.3 The Payables and Accrued Expenses reflected on the final Closing Balance Sheet (as finally determined pursuant to Section 3.6.3);
4.2.4 All service obligations and all express or implied warranty obligations of Sellers to repair or replace defective goods sold by the Business under the terms of any written contract, commitment or sale transaction entered into in the ordinary course of business relating to products shipped prior to the extent Closing Date; provided, that such obligations do not exceed $100,000 in the same arise out aggregate and provided further, that Buyer assumes no obligation of Sellers for incidental or consequential damages or for any personal injury, or for intellectual property infringement, the sole warranty obligation of Buyer assumed hereunder being the obligation to repair or replace defective goods;
4.2.5 All liabilities, obligations and commitments of any such breach nature or default description which arise from or related waiver are incurred in connection with the operation of the Business, 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)ownership, 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 use or operation of the Purchased Assets, whether such liabilityby Buyer or its Affiliates following the Closing; and
4.2.6 All accrued but unpaid salaries, obligation or responsibility is known or unknownwages, contingent or accruedvacation and sick pay, incentive compensation and whether occurring prior toany other similar current liabilities, on or after the Closing Date; 168
(c) All liabilities obligations and obligations associated with the Purchased Assets in respect commitments of Taxes for which Buyer is liable pursuant to Section 3.5 or 6.8(a) hereof;
(d) All liabilities and obligations Seller with respect to the Transferred Employees Employees, each as reflected on and after the Closing Date except Balance Sheet. Except for those retained the obligations expressly assumed by Seller as provided in Section 6.10;
(e) With respect Buyer pursuant to the Purchased Assetsforegoing provisions of this Section 4.2, any Tax it is understood and agreed that may be imposed by any federal, state Buyer does not and will not assume or local government on the ownership, sale, operation become obligated to pay or use of the Purchased Assets on or after the Closing Date, except for any Income Taxes attributable to income received by Seller;
(f) All liabilities and obligations of Seller for Decommissioning of the Facilities, except for Seller's obligations to make the payments specified in Section 6.12;
(g) All liabilities and obligations of Seller to dispose of Nuclear Material located in, on or under the Site on or after the Closing Date;
(h) Subject to Section 6.10, all liabilities and obligations relating to Buyer's hiring, discrimination in hiring, or unfair labor practices perform with respect to the employees of CPS;
(i) All liabilities and third parties any debts, liabilities, contracts or other obligations of Seller set forth on Schedule 2.3(i); and
(j) All Sellers or their Affiliates, or intercompany liabilities among Sellers and their Affiliates, whether now existing or hereafter arising, for which Sellers or any of their Affiliates is or may become liable however arising, including without limitation obligations for arising pursuant to the law of contracts, tort, strict liability or other applicable laws, rules, regulations, or ordinances. Without limiting the scope of the foregoing, Excluded Liabilities shall include, but are not limited to (i) any insurance premiums (including deferred premiums Environmental Liabilities and Costs accrued prior to the Closing Date or retrospective premium adjustments) under the nuclear liability and property damage insurance policies which Buyer is required to maintain pursuant to Section 6.15 hereof, and (ii) any retrospective premium adjustments under liabilities or obligations of the Price-Anderson Act's secondary layer of financial protection, ix xxxxxx xxxx arising from events occurring on Sellers or after the Business for Taxes accrued prior to the Closing Date.
Appears in 1 contract
Samples: Asset Purchase Agreement (Matthews International Corp)
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 pay, perform and discharge in accordance with their respective termswhen due, all of the following liabilities and obligations Liabilities of Seller that relate to the Zion Assets or are otherwise specified below, other than the Excluded Liabilities (collectively, "Assumed Liabilities"), including:
7.3.1. All Liabilities for the Decommissioning and Obligations"):achievement of the End-State Conditions of Zion Station, including any obligations under applicable Law;
7.3.2. All Environmental Liabilities (a) other than Excluded Environmental Liabilities);
7.3.3. All liabilities Liabilities arising after the Closing Date with respect to the QDF and NDF, the Buyer QDF and the Buyer NDF, including Tax liabilities, and any Liabilities for refund obligations of ComEd or Seller to ComEd ratepayers for excess QDF, NDF, Buyer QDF or Buyer NDF funds;
7.3.4. All Liabilities arising from any actual or claimed refund obligations of ComEd or Seller to ComEd ratepayers arising with respect to funds withdrawn from the QDF, or the NDF, for costs and expenses incurred by or paid to Buyer or Buyer's Parent or their Affiliates or contractors, whether such expenses were incurred or paid before or after the Closing Date (including refund obligations arising if such costs and expenses are determined to not have been prudently incurred or otherwise to be inappropriate);
7.3.5. All Liabilities arising on or after the Closing Date with respect to the ownership, possession, use or maintenance of the Zion Assets or the possession, use or maintenance of the Zion Station Site, including all Decommissioning activities relating to the Zion Assets or the Zion Station Site, and all Liabilities of Seller arising (or related to periods) on or after the Closing Date under the Seller's Agreements (other than those identified in Schedule 2.2(m))Agreements, the Non-material Contracts, the Real Property Agreements (other than those identified in Schedule 2.2(k)) Agreements, and the Transferable Permits in accordance with the terms thereof, including, without limitation, including all Liabilities of Seller arising on or after the Closing Date relating to (i) the contracts, licenses, agreements and personal property leases entered into by Seller with respect to the Purchased Zion Assets or under Seller's Agreements and disclosed on the relevant schedule Non-material Contracts; and (ii) the contracts, licenses, agreements and personal property leases entered into by Seller with respect to the Purchased Zion Assets after the date hereof consistent with the terms of this Agreement, except in each case to the extent such liabilities and obligationsLiabilities, 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 or the passage of time 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 7.3.6. All Liabilities associated with or arising from 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 Zion Assets 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 8.3 or 6.8(a) hereof11.9;
(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) 7.3.7. With respect to the Purchased Zion Assets, all Liabilities for any Tax Taxes that may be imposed by any federal, state or local government Governmental Authority on the ownership, sale, operation possession, lease, or use of the Purchased Zion Assets on or after the Closing Date, Date or that relate to or arise from the Zion Assets with respect to taxable periods (or portions thereof) beginning on or after the Closing Date (except for any Income Taxes attributable to income received by Sellerimposed upon Seller arising from the sale of the Zion Assets and any Taxes imposed upon Seller under Section 11.9);
(f) 7.3.8. All liabilities and obligations of Seller for Decommissioning of the Facilities, except for Seller's obligations to make the payments specified in Section 6.12;
(g) All liabilities and obligations of Seller to dispose of Nuclear Material located in, arising on or under after the Site Closing Date to pay to ANI any additional premiums due to audit assessments performed on or after the Closing Date;
(h) Subject to Section 6.10, all liabilities and obligations 7.3.9. All Liabilities arising under or relating to Buyer's hiringNuclear Laws arising out of the ownership, discrimination in hiringlease, occupancy, possession, use, or unfair labor practices with respect to Decommissioning of the employees Zion Assets or the lease, occupancy, possession, use, or Decommissioning of CPS;
(i) All liabilities and obligations of Seller set forth on Schedule 2.3(i); and
(j) All liabilities or obligations for (i) any insurance premiums (including deferred premiums or retrospective premium adjustments) under the nuclear liability and property damage insurance policies which Buyer is required to maintain pursuant to Section 6.15 hereof, and (ii) any retrospective premium adjustments under the Price-Anderson Act's secondary layer of financial protection, ix xxxxxx xxxx arising from events occurring Zion Station Site on or after the Closing Date, including any and all Liabilities to third parties (including employees) for personal injury, property damage or tort, or similar causes of action arising out of the ownership, lease, occupancy, possession, use, or Decommissioning of the Zion Assets or the lease, occupancy, possession, use, or Decommissioning of the Zion Station Site on or after the Closing Date, any Liabilities arising out of or resulting from an "extraordinary nuclear occurrence," a "nuclear incident" or a "precautionary evacuation" (as such terms are defined in the Atomic Energy Act) at the Zion Station Site, or any other licensed nuclear reactor site in the United States, or in the course of the transportation of radioactive materials to or from the Zion Station Site or any other site on or after the Closing Date, and any Liability for any deferred premiums assessed in connection with such an extraordinary nuclear occurrence, a nuclear incident or precautionary evacuation under any applicable NRC or industry retrospective rating plan or insurance policy, including any mutual insurance pools established in compliance with the requirements imposed under Section 170 of the Atomic Energy Act, 10 C.F.R. Part 140;
7.3.10. Any Liability for any Xxxxx-Xxxxxxxx Act secondary financial protection retrospective premium obligations for (i) nuclear worker Liability attributable to employment on or after the Closing Date or; (ii) any third-party Liability arising out of any nuclear incident on or after the Closing Date;
7.3.11. All Liabilities related to Spent Nuclear Fuel and the ISFSI Island after the Closing Date and prior to the earlier of (i) the transfer off site of the Spent Nuclear Fuel or (ii) the Put Option Closing, but not including all Liabilities relating to the ultimate disposition of Spent Nuclear Fuel in the ISFSI Island and the Decommissioning of the ISFSI Island, which is an Excluded Liability in accordance with Section 7.4.7;
7.3.12. Any Liabilities resulting from knowing and intentional illegal acts or willful misconduct of Buyer, Buyer's Parent or Guarantor or their respective employees, agents or contractors occurring after the Closing;
7.3.13. Except as otherwise expressly provided herein, any Liabilities of Buyer, Buyer's Parent or Guarantor to the extent arising from the execution delivery or performance of this Agreement and the transactions contemplated hereby; and
7.3.14. All other Liabilities expressly allocated to or assumed by Buyer in this Agreement or the Ancillary Agreements.
Appears in 1 contract
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 termswhen due, all of the following liabilities and obligations of Seller (collectively, "Assumed Liabilities and Obligations"):
(a) All liabilities and obligations of Seller arising (on or related after the Closing Date with respect to periods) the ownership or operation of the NMP-1 Assets and all liabilities and obligations of Seller arising on or after the Closing Date under Seller's Agreements (other than those identified in Schedule 2.2(m))Agreements, the Real Property Agreements (other than those identified in Schedule 2.2(k)) Agreements, the Non-material Contracts 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 NMP-1 Assets or under Seller's Agreements or the Non-material Contracts 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 NMP-1 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, 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; provided that other than with respect to the Non-Union Employees and Union Employees (as provided for in Section 2.3(d)), Buyer does not assume any liabilities or obligations relating to personal injury, discrimination, wrongful discharge, unfair labor practice, or constructive termination of any individual, or similar claim or cause of action attributable to any actions or inactions by Seller prior to the Closing Date;
(b) Except as provided in Sections 2.4(d), 2.4(g), 2.4(qAll liabilities (except for Excluded Liabilities) 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 obligations of Seller, any liabilities, claims (including, without limitation, third party claims), obligations or responsibilities Seller under or related to applicable Environmental Laws, Nuclear Laws or Environmental Permits the common law with respect to the ownership Site; provided however, that Buyer does not assume any liability or operation obligation for the off-Site disposal or release of Hazardous Substances or the Purchased Assets, whether arrangement for such liability, obligation or responsibility is known or unknown, contingent or accrued, and whether occurring activities prior to, on or after to the Closing Date; 168, as provided in Section 2.4(g) hereof, except that for the purposes of Section 2.3 and 2.4 "off-Site" does not include any location adjoining the Site to which Hazardous Substances Released at the Site have migrated;
(c) All liabilities and obligations of Seller associated with the Purchased NMP-1 Assets in respect of Taxes for which Buyer is liable pursuant to Section Sections 3.5 or 6.8(a) hereof;,
(d) All liabilities and obligations with respect to Transferred Employees (a) for which Buyer is responsible pursuant to Section 6.10 or the terms of the IBEW Collective Bargaining Agreement, or (b) relating to the employment or termination of employment of the Transferred Employees on and after including liabilities for personal injury, discrimination, harassment, retaliation, constructive termination, wrongful discharge, unfair labor practices, or any similar claim or cause of action attributable to any actions or inactions by NMPC prior to the Closing as to which no claim or cause of action has been filed with or is pending before any court, administrative agency or arbitrator prior to the Closing, it being understood, however, that, to the extent required by a court of competent jurisdiction, administrative agency or arbitrator, Buyer shall implement any prospective changes (as opposed to compensatory costs, damages or other liabilities relating to any periods prior to Closing) in the terms of employment of any Non-Union or Union Employees who become Transferred Employees as of the Closing Date except for those retained by Seller as provided in Section 6.10or who are subsequently ordered to be reinstated at NMP-1 or NMP-2 following the resolutions of the claims or causes of action described above, irrespective of when such claim or cause of action is filed or threatened;
(e) With respect to the Purchased NMP-1 Assets, any Tax that may be imposed by any federal, state or local government on the ownership, sale, operation or use of the Purchased NMP-1 Assets by Seller on or after the Closing Date, except for any Income Taxes attributable to income received by Seller;
(f) All liabilities and obligations of Seller for Decommissioning of to Decommission the Facilities, except for Seller's obligations to make the payments specified in Section 6.12;
(g) All liabilities and obligations of Seller to dispose associated with (i) the nuclear fuel consumed at NMP-1 from and after the Closing Date and (ii) the storage and disposal of the Nuclear Material located in, on or under of NMP-1 as of the Site Closing Date; and
(h) All obligations of the Seller arising on or after the Closing Date;
(h) Subject Date to Section 6.10, all liabilities and obligations relating pay to Buyer's hiring, discrimination in hiring, or unfair labor practices with respect ANI any additional premiums due to the employees of CPS;
(i) All liabilities and obligations of Seller set forth on Schedule 2.3(i); and
(j) All liabilities or obligations for (i) any insurance premiums (including deferred premiums or retrospective premium adjustments) under the nuclear liability and property damage insurance policies which Buyer is required to maintain pursuant to Section 6.15 hereof, and (ii) any retrospective premium adjustments under the Price-Anderson Act's secondary layer of financial protection, ix xxxxxx xxxx arising from events occurring on or after the Closing Dateaudit assessments.
Appears in 1 contract
Samples: Asset Purchase Agreement (Niagara Mohawk Power Corp /Ny/)
Assumed Liabilities and Obligations. On the Closing Dateterms and subject to the conditions hereof, at Closing, effective as of the Effective Time, Buyer shall deliver to Seller the Assignment assume, and Assumption Agreement pursuant to which Buyer thereafter shall assume pay and agree to discharge in accordance with their respective terms, fully satisfy all of the following liabilities and obligations (including, without limitation, any contract, obligation or liability described more particularly in Sections 5.2.13, 7.2 and 7.3 and any liability with respect to products manufactured or sold by the B-Line Business prior to the Effective Time, and any attorneys' and experts' fees and expenses related thereto) arising out of Seller or resulting from Sellers' ownership (directly and/or through subsidiaries) or operation of the B-Line Business prior to the Effective Time and Buyer's ownership or operation of the B-Line Business after the Effective Time (the "Assumed Liabilities"), pursuant to a general assignment and assumption of liabilities substantially in the form of Exhibit A hereto. Notwithstanding the foregoing, Assumed Liabilities will not include the following (collectively, the "Assumed Liabilities and ObligationsExcluded Liabilities"):
(a) All liabilities and obligations any Taxes as a result of Seller arising (or related to periodsthe Section 338(h)(10) 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 Election which are assumed by Seller with respect Sellers pursuant to the Purchased Assets and disclosed on the relevant schedule and (iilast sentence of Section 6.3.8(h) 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 any Income Taxes (as provided in Sections 2.4(d), 2.4(g), 2.4(qdefined below) and 2.4(r) and except for arising out of 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 B-Line Business through the Closing Date; 168Effective Time;
(c) All liabilities and obligations associated with any intercompany accounts payable of the Purchased Assets in respect B- Line Business existing at any time prior to Closing (all of Taxes for which Buyer is liable pursuant shall be cancelled prior to Section 3.5 or 6.8(a) hereofClosing);
(d) All liabilities and obligations any liability for product warranty or product liability claims asserted, or to Sellers' knowledge threatened, prior to the Effective Time with respect to products sold by the Transferred Employees B-Line Business prior to the Effective Time ("Pre-Closing Product Claims" ) in excess of the reserve or accrual therefor reflected on and after the Closing Date except for those retained by Seller as provided in Section 6.10Adjusted Consolidated Valuation;
(e) With respect any workers' compensation liability related to Occurrences (hereinafter defined) prior to the Purchased Assets, any Tax that may be imposed by any federal, state or local government on the ownership, sale, operation or use of the Purchased Assets on or after the Closing DateEffective Time, except for any Income Taxes attributable to income received by Sellerthe extent accrued in the Adjusted Consolidated Valuation;
(f) All liabilities and obligations of Seller any indebtedness for Decommissioning borrowed money for which any of the FacilitiesOperating Companies (as hereinafter defined) is liable, contingently or otherwise, as obligor, guarantor, or otherwise, or in respect of which any of the Operating Companies otherwise assures a creditor against loss, on or before the Effective Time ("Long Term Debt" ) except for Seller's obligations to make the payments specified in Section 6.12;as set forth on Schedule 1.2(f) hereto; or
(g) All liabilities and obligations of Seller to dispose of Nuclear Material located in, on or under the Site on or after the Closing Date;
(h) Subject to Section 6.10, all liabilities and obligations relating to Buyer's hiring, discrimination in hiring, or unfair labor practices with respect to the employees of CPS;
(i) All liabilities and obligations of Seller set forth on Schedule 2.3(i); and
(j) All any liabilities or obligations for which any of Sellers is responsible under any other provision hereof (i) and without waiver of any insurance premiums (including deferred premiums or retrospective premium adjustments) obligations of Sellers under the nuclear liability Transition Services Agreement), including without limitation any obligations and property damage insurance policies which Buyer is required to maintain liabilities retained or assumed by Sellers pursuant to Section 6.15 hereofArticles Seven, Eight and (ii) Nine, subject in each case to any retrospective premium adjustments under the Price-Anderson Act's secondary layer of financial protection, ix xxxxxx xxxx arising from events occurring on conditions or after the Closing Datelimitations applicable thereto.
Appears in 1 contract
Assumed Liabilities and Obligations. On the Closing Date, Buyer shall deliver to Seller Sellers the Assignment and Assumption Agreement pursuant to which Buyer shall assume and agree to discharge in accordance with their respective termswhen due, all of the following liabilities and obligations of Seller Sellers (collectively, "Assumed Liabilities and ObligationsASSUMED LIABILITIES AND OBLIGATIONS"):
(a) All liabilities and obligations of Seller Sellers arising (on or related after the Closing Date with respect to periods) the ownership or operation of the NMP-2 Assets and all liabilities and obligations of Sellers arising on or after the Closing Date under Seller's Agreements (other than those identified in Schedule 2.2(m))Sellers' Agreements, the Real Property Agreements (other than those identified in Schedule 2.2(k)) Agreements, the Non-material Contracts 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 Sellers with respect to the Purchased NMP-2 Assets or under Sellers' Agreements or the Non-material Contracts and disclosed on the relevant schedule and (ii) the contracts, licenses, agreements and personal property leases entered into by Seller Sellers with respect to the Purchased NMP-2 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 Sellers or a related waiver or extension, 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 SellerSellers; provided that other than with respect to the Non-Union Employees and Union Employees (as provided for in Section 2.3(d)), Buyer does not assume any liabilities or obligations relating to personal injury, discrimination, wrongful discharge, unfair labor practice, or constructive termination of any individual, or similar claim or cause of action attributable to any actions or inactions by Seller prior to the Closing Date;
(b) Except as provided in Sections 2.4(d), 2.4(g), 2.4(qAll liabilities (except for Excluded Liabilities) 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 obligations of Seller, any liabilities, claims (including, without limitation, third party claims), obligations or responsibilities Sellers under or related to applicable Environmental Laws, Nuclear Laws or Environmental Permits the common law with respect to the ownership Site; PROVIDED HOWEVER, that Buyer does not assume any liability or operation obligation for the off-Site disposal or release of Hazardous Substances or the Purchased Assets, whether arrangement for such liability, obligation or responsibility is known or unknown, contingent or accrued, and whether occurring activities prior to, on or after to the Closing Date; 168, as provided in Section 2.4(g) hereof, except that for the purposes of Section 2.3 and 2.4 "off-Site" does not include any location adjoining the Site to which Hazardous Substances Released at the Site have migrated;
(c) All liabilities and obligations of Sellers associated with the Purchased NMP-2 Assets in respect of Taxes for which Buyer is liable pursuant to Section Sections 3.5 or 6.8(a) hereof;,
(d) All liabilities and obligations with respect to Transferred Employees (a) for which Buyer is responsible pursuant to Section 6.10 or the terms of the IBEW Collective Bargaining Agreement, or (b) relating to the employment of the Transferred Employees on and after or termination of employment of the Transferred Employees including liabilities for personal injury, discrimination, harassment, retaliation, constructive termination, wrongful discharge, unfair labor practices, or any similar claim or cause of action attributable to any actions or inactions by NMPC prior to the Closing as to which no claim or cause of action has been filed with or is pending before any court, administrative agency or arbitrator prior to the Closing, it being understood, however, that, to the extent required by a court of competent jurisdiction, administrative agency or arbitrator, Buyer shall implement any prospective changes (as opposed to compensatory costs, damages or other liabilities relating to any periods prior to Closing) in the terms of employment of any Non-Union or Union Employees who become Transferred Employees as of the Closing Date except for those retained by Seller as provided in Section 6.10or who are subsequently ordered to be reinstated at NMP-1 or NMP-2 following the resolutions of the claims or causes of action described above, irrespective of when such claim or cause of action is filed or threatened;
(e) With respect to the Purchased NMP-2 Assets, any Tax that may be imposed by any federal, state or local government on the ownership, sale, operation or use of the Purchased NMP-2 Assets by Sellers on or after the Closing Date, except for any Income Taxes attributable to income received by SellerSellers;
(f) All liabilities and obligations of Seller for Decommissioning of Sellers to Decommission the Facilities, except for Seller's obligations to make the payments specified in Section 6.12;
(g) All liabilities and obligations of Seller to dispose Sellers associated with (i) the nuclear fuel consumed at NMP-2 from and after the Closing Date and (ii) the storage and disposal of the Nuclear Material located in, on or under the Site on or after of NMP-2 as of the Closing Date;
(h) Subject to Section 6.10, All liabilities and obligations of Sellers under the Operating Agreements arising on or after the Closing Date and all liabilities and obligations relating to Buyer's hiringof Sellers under the Operating Agreements as of the Closing Date other than (i) Excluded Liabilities, discrimination (ii) amounts in hiring, or unfair labor practices with respect dispute between Sellers and (iii) any costs and expenses arising out of the operation and maintenance of NMP-2 in the normal course of business prior to the employees of CPS;Closing Date; and
(i) All liabilities and obligations of Seller set forth on Schedule 2.3(i); and
(j) All liabilities or obligations for (i) any insurance premiums (including deferred premiums or retrospective premium adjustments) under the nuclear liability and property damage insurance policies which Buyer is required to maintain pursuant to Section 6.15 hereof, and (ii) any retrospective premium adjustments under the Price-Anderson Act's secondary layer of financial protection, ix xxxxxx xxxx Sellers arising from events occurring on or after the Closing DateDate to pay to ANI any additional premiums due to audit assessments.
Appears in 1 contract
Assumed Liabilities and Obligations. On the Closing Date, Buyer shall ----------------------------------- deliver to Seller Sellers the Assignment and Assumption Agreement pursuant to which Buyer shall assume and agree to discharge in accordance with their respective termswhen due, all of the following liabilities and obligations of Seller Sellers (collectively, "Assumed Liabilities and ----------------------- Obligations"):): -----------
(a) All liabilities and obligations of Seller Sellers arising (on or related after the Closing Date with respect to periods) the ownership or operation of the NMP-2 Assets and all liabilities and obligations of Sellers arising on or after the Closing Date under Seller's Agreements (other than those identified in Schedule 2.2(m))Sellers' Agreements, the Real Property Agreements (other than those identified in Schedule 2.2(k)) Agreements, the Non-material Contracts 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 Sellers with respect to the Purchased NMP-2 Assets or under Sellers' Agreements or the Non-material Contracts and disclosed on the relevant schedule and (ii) the contracts, licenses, agreements and personal property leases entered into by Seller Sellers with respect to the Purchased NMP-2 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 Sellers or a related waiver or extension, 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 SellerSellers; provided that other than with respect to the Non-Union Employees and Union Employees (as provided for in Section 2.3(d)), Buyer does not assume any liabilities or obligations relating to personal injury, discrimination, wrongful discharge, unfair labor practice, or constructive termination of any individual, or similar claim or cause of action attributable to any actions or inactions by Seller prior to the Closing Date;
(b) Except as provided in Sections 2.4(d), 2.4(g), 2.4(qAll liabilities (except for Excluded Liabilities) 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 obligations of Seller, any liabilities, claims (including, without limitation, third party claims), obligations or responsibilities Sellers under or related to applicable Environmental Laws, Nuclear Laws or Environmental Permits the common law with respect to the ownership Site; provided however, that Buyer does not assume any liability or operation -------- ------- obligation for the off-Site disposal or release of Hazardous Substances or the Purchased Assets, whether arrangement for such liability, obligation or responsibility is known or unknown, contingent or accrued, and whether occurring activities prior to, on or after to the Closing Date; 168, as provided in Section 2.4(g) hereof, except that for the purposes of Section 2.3 and 2.4 "off- Site" does not include any location adjoining the Site to which Hazardous Substances Released at the Site have migrated;
(c) All liabilities and obligations of Sellers associated with the Purchased NMP-2 Assets in respect of Taxes for which Buyer is liable pursuant to Section Sections 3.5 or 6.8(a) hereof;,
(d) All liabilities and obligations with respect to Transferred Employees (a) for which Buyer is responsible pursuant to Section 6.10 or the terms of the IBEW Collective Bargaining Agreement, or (b) relating to the employment of the Transferred Employees on and after or termination of employment of the Transferred Employees including liabilities for personal injury, discrimination, harassment, retaliation, constructive termination, wrongful discharge, unfair labor practices, or any similar claim or cause of action attributable to any actions or inactions by NMPC prior to the Closing as to which no claim or cause of action has been filed with or is pending before any court, administrative agency or arbitrator prior to the Closing, it being understood, however, that, to the extent required by a court of competent jurisdiction, administrative agency or arbitrator, Buyer shall implement any prospective changes (as opposed to compensatory costs, damages or other liabilities relating to any periods prior to Closing) in the terms of employment of any Non-Union or Union Employees who become Transferred Employees as of the Closing Date except for those retained by Seller as provided in Section 6.10or who are subsequently ordered to be reinstated at NMP-1 or NMP-2 following the resolutions of the claims or causes of action described above, irrespective of when such claim or cause of action is filed or threatened;
(e) With respect to the Purchased NMP-2 Assets, any Tax that may be imposed by any federal, state or local government on the ownership, sale, operation or use of the Purchased NMP-2 Assets by Sellers on or after the Closing Date, except for any Income Taxes attributable to income received by SellerSellers;
(f) All liabilities and obligations of Seller for Decommissioning of Sellers to Decommission the Facilities, except for Seller's obligations to make the payments specified in Section 6.12;
(g) All liabilities and obligations of Seller to dispose Sellers associated with (i) the nuclear fuel consumed at NMP-2 from and after the Closing Date and (ii) the storage and disposal of the Nuclear Material located in, on or under the Site on or after of NMP-2 as of the Closing Date;
(h) Subject to Section 6.10, All liabilities and obligations of Sellers under the Operating Agreements arising on or after the Closing Date and all liabilities and obligations relating to Buyer's hiringof Sellers under the Operating Agreements as of the Closing Date other than (i) Excluded Liabilities, discrimination (ii) amounts in hiring, or unfair labor practices with respect dispute between Sellers and (iii) any costs and expenses arising out of the operation and maintenance of NMP-2 in the normal course of business prior to the employees of CPS;Closing Date; and
(i) All liabilities and obligations of Seller set forth on Schedule 2.3(i); and
(j) All liabilities or obligations for (i) any insurance premiums (including deferred premiums or retrospective premium adjustments) under the nuclear liability and property damage insurance policies which Buyer is required to maintain pursuant to Section 6.15 hereof, and (ii) any retrospective premium adjustments under the Price-Anderson Act's secondary layer of financial protection, ix xxxxxx xxxx Sellers arising from events occurring on or after the Closing DateDate to pay to ANI any additional premiums due to audit assessments.
Appears in 1 contract
Samples: Asset Purchase Agreement (Rochester Gas & Electric Corp)
Assumed Liabilities and Obligations. On the Closing Date, Buyer shall deliver to Seller Sellers the Assignment and Assumption Agreement pursuant to which Buyer shall assume and 23 agree to discharge in accordance with their respective termswhen due, all of the following liabilities and obligations of Seller Sellers (collectively, "Assumed Liabilities and Obligations"):
(a) All liabilities and obligations of Seller Sellers arising (or related to periods) on or after the Closing Date under Seller's Agreements (other than those identified in Schedule 2.2(m))Sellers' Agreements, the Real Property Agreements (other than those identified in Schedule 2.2(k)) Leases, 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 Sellers 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 Sellers 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 extensionSellers, 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 SellerSellers;
(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 Sections 3.5 or 6.8(a) hereof;
(dc) 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 which Buyer is responsible pursuant to Section 6.10;
(d) All liabilities and obligations of Sellers with respect to the Purchased Assets under the agreements set forth on Schedule 4.15(a) arising after the Closing;
(e) With respect to the Purchased Assets, any Tax that may be imposed by any federal, state or local government on the ownership, sale, operation or use of the Purchased Assets on or after the Closing Date, except for any Income Taxes attributable to income received by SellerSellers;
(f) All liabilities and obligations of Seller Sellers for Decommissioning of the Facilities, except for Seller's obligations to make the payments specified in Section 6.12;; and
(g) All liabilities and obligations of Seller Sellers to dispose of Nuclear Material located in, on SRBC or under any third party to pay the Site on or after annual operation and maintenance expense provided for in the Closing Date;
(h) Subject to Section 6.10, all liabilities and obligations relating to Buyer's hiring, discrimination in hiring, or unfair labor practices with respect to the employees of CPS;
(i) All liabilities and obligations of Seller set forth on Schedule 2.3(i); and
(j) All liabilities or obligations for (i) any insurance premiums (including deferred premiums or retrospective premium adjustments) under the nuclear liability and property damage insurance policies which Buyer is required to maintain pursuant to Section 6.15 hereof, and (ii) any retrospective premium adjustments under the Price-Anderson Act's secondary layer of financial protection, ix xxxxxx xxxx arising from events occurring on or after the Closing DateCowanesque Reservoir Agreements.
Appears in 1 contract
Samples: Asset Purchase Agreement (Pennsylvania Electric Co)
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 termswhen due, all of the following liabilities and obligations of Seller Seller, other than any of the following that are liabilities or obligations of CHP as of the Closing, which, except as expressly provided otherwise herein, will be retained by CHP (collectively, "Assumed ------- Liabilities and Obligations"):): ---------------------------
(a) All liabilities and obligations of Seller arising (or related to periods) on or after under the Closing Date under executory portion of 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 under 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 SellerPermits;
(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 Sections 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;
(ec) With respect to the Purchased Assets, any Tax that may be imposed by any federal, state or local government on the ownership, sale, operation or use of the Purchased Assets first accruing on or after the Closing Date, except for any Income Taxes attributable to income received by Seller or any other Taxes payable under applicable law by the Seller;
(d) All trade accounts payable of Seller in respect of the Business;
(e) The obligation and liabilities of Seller, if any, (A) for bodily or personal injury in respect of any and all Products manufactured by Buyer or any of its Affiliates after the Closing and (B) for Product return, warranty or similar liabilities or obligations in respect of any and all Products manufactured or sold by CHP or by Buyer or any of its Affiliates prior to, on or after the Closing Date (including without limitation obligations and liabilities for refunds, adjustments, allowances, damages, repairs, exchanges and returns);
(f) All The obligations and liabilities and obligations arising out of Seller for Decommissioning Buyer's conduct of the Facilities, except for Seller's obligations to make the payments specified in Section 6.12;
(g) All liabilities and obligations of Seller to dispose of Nuclear Material located in, on or under the Site on or Business after the Closing Date;
(hg) Subject to The obligations and liabilities assumed by Buyer under Section 6.10, all liabilities and obligations relating to Buyer's hiring, discrimination in hiring, or unfair labor practices with respect to the employees of CPS;
(i) All liabilities and obligations of Seller set forth on Schedule 2.3(i)6.9; and
(jh) All The obligations and liabilities for any legal, accounting, travel, printing or obligations for other expenses incurred on behalf of Buyer or any of its Affiliates in connection with the transactions contemplated by this Agreement or the financing thereof. The provisions of Sections 2.3 (a) - (i) are independent, with the result that any insurance premiums (limitation in any such provision thereof will not apply to any other provision thereof Notwithstanding any other provision hereof or of applicable law to the contrary, the parties' respective obligations under any covenant in this Agreement, including deferred premiums without limitation Buyer's obligations under this Section 2.3, will not be subject to offset or retrospective premium adjustments) under the nuclear liability and property damage insurance policies which Buyer is required reduction or otherwise affected by reason of any actual or alleged breach of any representation, warranty or covenant contained in this Agreement or any document contemplated by or delivered in connection herewith or any right or alleged right to maintain pursuant to Section 6.15 hereof, and (ii) indemnification hereunder or thereunder or any retrospective premium adjustments under the Price-Anderson Act's secondary layer of financial protection, ix xxxxxx xxxx arising from events occurring on or after the Closing Dateother matter whatsoever.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Opta Food Ingredients Inc /De)
Assumed Liabilities and Obligations. On the Closing Dateterms and subject to the conditions set forth in this Agreement, Buyer including specifically Section 2.2 (“Retained Liabilities and Obligations”), at the Closing, Seller shall deliver assign to Seller the Assignment Buyer, and Assumption Agreement pursuant to which Buyer shall assume from Seller and shall agree to thereafter pay, satisfy, perform and discharge in accordance with their respective termsas and when due, all of the following liabilities and obligations Liabilities of Seller (collectivelySeller, "Assumed but only to the extent that such 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 exclusively or primarily relate 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, state or local government on the ownership, sale, operation or use of the Purchased Assets on or after the Closing Date, except for any Income Taxes attributable to income received by Seller;
(f) All liabilities and obligations of Seller for Decommissioning of the Facilities, except for Seller's obligations to make the payments specified in Section 6.12;
(g) All liabilities and obligations of Seller to dispose of Nuclear Material located in, on or under the Site on or after the Closing Date;
(h) Subject to Section 6.10, all liabilities and obligations relating to Buyer's hiring, discrimination in hiring, or unfair labor practices with respect to the employees of CPS;
(i) All liabilities and obligations of Seller set forth on Schedule 2.3(i); and
(j) All liabilities or obligations for (i) any insurance premiums (including deferred premiums or retrospective premium adjustments) under the nuclear liability and property damage insurance policies which Buyer is required to maintain pursuant to Section 6.15 hereofBusiness, and (ii) arose in the ordinary course of business consistent with past practice (together, the “Assumed Liabilities”), (a) all Liabilities disclosed or provided for on the Interim Balance Sheet, (b) all Liabilities for accounts payable reflected in the Interim Balance Sheet or incurred or accrued subsequent to the date of the Interim Balance Sheet in the ordinary course of business consistent with past practice, (c) any retrospective premium adjustments Liabilities for product returns, (d) all Liabilities under the Price-Anderson Act's secondary layer Contracts, (e) all Product Warranty Obligations, whether or not reserved against on the Interim Balance Sheet, (f) any Liability arising out of financial protectionor related to (A) the disposal, ix xxxxxx xxxx release or use of Hazardous Materials by a person other than Seller or its Affiliates solely with respect to the Leased Real Property, or (B) any violation of any Environmental Laws by a person other than Seller or its Affiliates with respect to the Leased Real Property (g) all Liabilities relating to the employment by Buyer, or termination of employment with Buyer, of Employees arising from events occurring on or after the Closing, (h) Employees’ vacation and floating holidays balances assumed by Buyer pursuant to Section 8.1, (i) any Liability for product liability claims (whether sounding in tort, contract, warranty or otherwise) asserted against Buyer or Seller or their respective Affiliates seeking compensation or recovery for injury to an individual or damage to property arising out of a defect or alleged defect in products of the Business; whether in each case existing at the Closing Dateor arising at any time or from time to time after the Closing, and whether based on circumstances, events or actions arising theretofore or thereafter, other than the Retained Liabilities, (j) the Liabilities relating to the Letter Agreement, dated June 29, 1998, by and between Xxxxx Instrument Systems, Inc. and Xxxxxx Xxxxx and (k) any other contingent Liability, known or unknown to the extent not retained by Seller pursuant to Section 2.2(n). For purposes of clarity, the characterization of a Liability as an Assumed Liability shall not in any way prevent or foreclose Buyer from asserting or enforcing any rights or remedies under this Agreement for any breach or inaccuracy of any representation or warranty contained in Sections 4.1 and 4.2.
Appears in 1 contract
Assumed Liabilities and Obligations. On At Closing, pursuant to the Closing DateXxxx of Sale, Buyer shall deliver to Seller the Assignment and Assumption Agreement pursuant to which Buyer Agreement, Buyer, or its designee shall assume and agree to discharge in accordance with their respective terms, all of only the following liabilities and obligations of Seller as they exist on the Closing Date (collectively, "Assumed Liabilities and Obligations"):
(a) All the Assumed Accrued Expenses;
(b) the Accounts Payable;
(c) 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 obligations arise 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 arisen out of any such claim asserted by another party thereto related to breach of contract, warranty (except as provided in Section 2.3(c)), tort, infringement or other default or related waiver or extension or out of any event which after the giving of notice would constitute a alleged 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;and
(d) All liabilities service obligations 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, state or local government on the ownership, sale, operation or use of the Purchased Assets on or after the Closing Date, except for any Income Taxes attributable to income received by Seller;
(f) All liabilities and obligations of Seller for Decommissioning of the Facilities, except for Seller's obligations to make the payments specified in Section 6.12;
(g) All liabilities and express warranty obligations of Seller to dispose correct services rendered, or to repair or replace defective products of Nuclear Material located inthe Business shipped, on or under the Site on or after the prior to Closing Date;
(h) Subject , but only to Section 6.10, all liabilities and obligations relating to the extent that Buyer's hiringcosts associated therewith do not exceed the reserve therefor, discrimination included in hiringAssumed Accrued Expenses (provided, or unfair labor practices with respect to the employees of CPS;
however, that: (i) All liabilities to the extent Buyer's costs associated therewith do exceed the reserve therefor, Buyer shall perform the service obligation or express warranty work during the life of the warranty and obligations of invoice Seller set forth on Schedule 2.3(i)at Buyer's full absorption cost for such correction, repair or replacement; and
(j) All liabilities or obligations for (i) any insurance premiums (including deferred premiums or retrospective premium adjustments) under the nuclear liability and property damage insurance policies which Buyer is required to maintain pursuant to Section 6.15 hereof, and (ii) to the extent Buyer's costs associated with any retrospective premium adjustments under single claim exceeds $10,000, Buyer shall seek the Price-Anderson Act's secondary layer approval of financial protectionSeller, ix xxxxxx xxxx arising from events occurring on which approval shall not be unreasonably withheld, to honor the service obligation or after the Closing Dateexpress warranty at issue).
Appears in 1 contract
Assumed Liabilities and Obligations. On the Closing Date, Buyer shall deliver to Seller the Assignment and Assumption Agreement pursuant to which Buyer New BCS shall assume and agree thereafter discharge the following liabilities (the “Assumed Liabilities”): (i) all obligations and liabilities of Old BCS under the Executory Contracts, listed on Section 2.2 of the Disclosure Schedule, in relation to discharge the operation of the Business first accruing or arising after the Closing Date; (ii) the trade accounts payable and current liabilities (excluding Excluded Liabilities) of Old BCS as of the Closing Date, but only to the extent such accounts payable and current liabilities are incurred in the ordinary course of business and are included in Closing Date Net Working Capital, as calculated in accordance with their respective terms, all Section 1.4; and (iii) obligations and liabilities as 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 in respect of accrued paid time off benefits of Old BCS’s employees at the Business who accept employment with New BCS as of the Closing Date, and related taxes, but only to the extent such accrued paid time off benefits and related taxes are included in the Closing Date Net Working Capital and (iv) and those obligation and liabilities assumed pursuant to Section 2.4. Except for the obligations expressly assumed by New BCS pursuant to this section and except as otherwise expressly agreed by the Parties in writing, it is understood and agreed that New BCS does not and will not assume or become obligated to pay or perform with respect to third parties any debts, liabilities, contracts or other than those identified in Schedule 2.2(m))obligations of Old BCS, the Real Property Agreements (other than those identified in Schedule 2.2(k)) and Members or Xxxxxx or any of their respective Affiliates, whether now existing or hereafter arising, for which Old BCS, the Transferable Permits in accordance with the terms thereofMembers or Xxxxxx or any of their Affiliates are or may become liable however arising, including, without limitation, (i) obligations arising pursuant to the law of contracts, licensestort, agreements and personal property leases entered into by Seller with respect to the Purchased Assets and disclosed on the relevant schedule and (ii) the contractsstrict liability, licensesproduct liability or other applicable laws, 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 Agreementrules, except in each case to the extent such liabilities and obligationsregulations, 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 (ordinances including, without limitation, third party claims)any debts, obligations liabilities, contracts 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, state or local government on the ownership, sale, operation or use of the Purchased Assets on or after the Closing Date, except for any Income Taxes attributable to income received by Seller;
(f) All liabilities and obligations of Seller for Decommissioning of the Facilities, except for Seller's obligations to make the payments specified in Section 6.12;
(g) All liabilities and obligations of Seller to dispose of Nuclear Material located in, on or under the Site on or after the Closing Date;
(h) Subject to Section 6.10, all liabilities and other obligations relating to Buyer's hiringany employer – employee laws or regulations or laws or regulations relating to health and safety of employees (including the Equal Employment Opportunity Act and ERISA and the NLRA) and any laws or regulations relating to pollution of the environment or hazardous materials. In addition, discrimination in hiring, or unfair labor practices with respect to the employees of CPS;
(i) All liabilities and obligations of Seller set forth on Schedule 2.3(i); and
(j) All liabilities or obligations New BCS shall not be liable for (i) any insurance premiums (including deferred premiums or retrospective premium adjustments) under claims arising from Old BCS’s assignment and New BCS’s assumption of the nuclear liability and property damage insurance policies which Buyer is required to maintain pursuant to Section 6.15 hereof, and Assumed Liabilities; (ii) uncured defaults in the payment or performance of the Assumed Liabilities for periods prior to the Closing; or (iii) rights or remedies claimed by third parties under any retrospective premium adjustments under of the Price-Anderson Act's secondary layer Assumed Liabilities which broaden or vary the rights and remedies such third parties would have had against Old BCS if the transfer of financial protection, ix xxxxxx xxxx arising from events occurring on or after the Closing DatePurchased and Contributed Assets were not to occur.
Appears in 1 contract
Samples: Asset Purchase and Contribution Agreement (Stoneridge Inc)
Assumed Liabilities and Obligations. On the Closing Date, the Buyer shall deliver to the Seller the Assignment and Assumption Agreement pursuant to which the Buyer shall assume and agree to discharge in accordance with their respective termswhen due, all of the following liabilities and obligations Liabilities of the Seller (collectively, "Assumed Liabilities and Obligations"):
(a) All liabilities and obligations Liabilities of the Seller arising (or related to periods) accruing on or after the Closing Date under (i) the Seller's Agreements (other than those identified except as set forth in Schedule 2.2(m2.3(a)), the Real Property Agreements (other than those identified in Schedule 2.2(k)) and the Transferable Permits in accordance with the terms thereofthereof (including post-closing continuing Liabilities imposed on Seller by any third party in connection with obtaining consents pursuant to Section 6.4(a)), 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, licensesagreements, agreements and personal property leases leases, commitments, understandings or instruments entered into by the Seller with respect to the Purchased Acquired Assets and disclosed on other schedules to this Agreement (other than any schedule specifically excluding any such agreements), (iii) the contracts, agreements, personal property leases, commitments, understandings or instruments entered into by the Seller with respect to the Acquired Assets after the date hereof consistent with the terms of this AgreementSection 6.1 hereof, and (iv) the Acquired Assets (except to the extent any Liabilities related to such Acquired Assets are Excluded Liabilities), except in each case to the extent such liabilities and obligationsLiabilities, but for a breach or default by the 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 the Seller;
(b) Except as provided in Sections 2.4(d), 2.4(g), 2.4(q) and 2.4(r) and All Liabilities (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 Excluded Liabilities) under or related to applicable Environmental Laws, Nuclear Laws or Environmental Permits the common law with respect to the ownership or operation of the Purchased Acquired 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 Liabilities associated with the Purchased Acquired Assets in respect of Taxes for which the Buyer is liable pursuant to Section 3.5 or 6.8(a) hereof;
(d) All liabilities and obligations Liabilities with respect to the Transferred Employees on and after the Closing Date except for those retained by Seller as provided in which the Buyer is responsible pursuant to Section 6.106.8;
(e) With respect to the Purchased Acquired Assets, any Tax that may be imposed by any federal, state or local government on the ownership, sale, operation or use of the Purchased Acquired Assets on or after the Closing DateClosing, except for any Income Taxes attributable to income received by Sellerthe Seller or any Taxes allocated to the Seller in Section 6.17;
(f) All liabilities and obligations Liabilities of the Seller for in respect of (i) the Decommissioning of the FacilitiesFacility following permanent cessation of operations, except for Seller's obligations (ii) the management, storage, transportation and disposal of Spent Nuclear Fuel located at the Site (other than that excluded pursuant to make the payments specified Section 2.4(m) and as provided in Section 6.126.11), (iii) the Texas Compact and (iv) any other post-shut-down disposition of the Facility or any other of the Acquired Assets;
(g) All liabilities Except as provided in Sections 2.4(m) and 2.4(n) and except for the Seller's obligations of Seller set forth in Sections 6.11 and 6.12, all Liabilities arising under or relating to dispose Nuclear Laws or relating to any claim in respect of Nuclear Material located inarising out of the ownership or operation of the Acquired Assets whether occurring prior to, on or under the Site on or after the Closing DateClosing, including liabilities or obligations arising out of or resulting from an "extraordinary nuclear occurrence," "nuclear incident" or "precautionary evacuation" (as such terms are defined in the Atomic Energy Act) at the Site, or any other licensed nuclear reactor site in the United States, including, without limitation, liability for any deferred premiums assessed in connection with such a nuclear incident or precautionary evacuation under any applicable NRC or industry retrospective rating plan or insurance policy, including any mutual insurance pools established in compliance with the requirements imposed under Section 170 of the Atomic Energy Act, 10 C.F.R. Part 140, and 10 C.F.R. Section 50.54(w);
(h) Subject to Section 6.10, all liabilities and obligations All Liabilities under the NRC Licenses relating to Buyer's hiring, discrimination in hiring, or unfair labor practices with respect to the employees of CPSperiod after the Closing imposed by the NRC;
(i) All liabilities and obligations Liabilities of Seller set forth for any Price Axxxxxxx Act secondary financial protection retrospective premium obligations for (i) the Seller's nuclear worker Liability attributable to employment on Schedule 2.3(ior prior to the Closing Date or (ii) for any third-party nuclear Liability arising out of any nuclear incident on or prior to the Closing Date (it being agreed that if the Seller is unable to cause the assignment of all or any part of such retrospective premium obligations, the Seller shall remain primarily liable for such obligations and the Buyer shall indemnify the Seller therefor pursuant to Section 9.1); and
(j) All liabilities or obligations Liabilities of the Seller for (i) any insurance premiums (including deferred premiums or retrospective premium adjustments) obligations under the Seller's NXXX nuclear liability and property damage insurance policies which arising out of any occurrence prior to the Closing Date (it being agreed that if the Seller is unable to cause the assignment of all or any part of such retrospective premium obligations, the Seller shall remain primarily liable for such obligations and the Buyer is required to maintain shall indemnify the Seller therefor pursuant to Section 6.15 hereof, and (ii) any retrospective premium adjustments under the Price-Anderson Act's secondary layer of financial protection, ix xxxxxx xxxx arising from events occurring on or after the Closing Date9.1).
Appears in 1 contract
