Common use of Assumed Liabilities and Obligations Clause in Contracts

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 when due, all of the following liabilities and obligations of Seller (collectively, "Assumed Liabilities and Obligations") and Seller shall not be obligated to pay, perform or discharge any such liabilities or obligations: (a) All liabilities and obligations of Seller under the executory portion of Seller's Agreements that are executory as of the Effective Time and under the Transferable Permits; (b) All liabilities and obligations associated with the Purchased Assets with respect to Taxes for which Buyer is liable pursuant to Section 6.8(a) hereof; (c) With respect to the Purchased Assets, any Tax attributable to the ownership, sale, operation or use of the Purchased Assets accruing on or after the Effective Time, except for any Income Taxes attributable to income received by Seller; (d) All Accounts Payable of Seller as determined in accordance with Section 3.4; (e) The obligations and liabilities arising out of Buyer's conduct of the Business after the Effective Time, including, without limitation, any and all asserted or unasserted liabilities or obligations to third parties for bodily or personal injury or tort, product return, warranty or similar liabilities or obligations arising out of the ownership or operation of the Purchased Assets or the sale of Products after the Effective Time (including, without limitation, obligations and liabilities for refunds, adjustments, allowances, damages, repairs, exchanges and returns); (f) The obligations and liabilities assumed by Buyer under Section 6.9; and (g) Any liability of Buyer arising out of a breach by Buyer of any of its obligations under this Agreement, the Assignment and Assumption Agreement, the Vermont Pure License Agreement, the Occupancy Agreement, the Supply Agreement and the Packaging Agreement and the Promissory Note.

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 when 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: 2.3.1. All Liabilities for the Decommissioning and Obligations"achievement of the End-State Conditions of Zion Station, including any obligations under applicable Law; 2.3.2. All Environmental Liabilities (other than Excluded Environmental Liabilities); 2.3.3. All 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; 2.3.4. 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); 2.3.5. 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 on or after the Closing Date under the Seller’s Agreements, the Non-material Contracts, the Real Property Agreements, and the Transferable Permits in accordance with the terms thereof, 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 with respect to the Zion Assets or under Seller’s Agreements and the Non-material Contracts; and (ii) the contracts, licenses, agreements and personal property leases entered into with respect to the Zion Assets after the date hereof consistent with the terms of this Agreement, except in each case to the extent such Liabilities, but for a breach or default by Seller shall not be obligated or a related waiver or extension, would have been paid, performed or otherwise discharged on or prior to pay, perform the Closing Date or discharge to the extent the same arise out of any such liabilities breach or obligations: (a) All liabilities and obligations default or out of Seller under any event which after the executory portion giving of notice or the passage of time would constitute a default by Seller's Agreements that are executory as of the Effective Time and under the Transferable Permits; (b) 2.3.6. All liabilities and obligations Liabilities associated with or arising from the Purchased Zion Assets with respect to Taxes for which Buyer is liable pursuant to Section 6.8(a) hereof3.3 or 6.9; (c) 2.3.7. With respect to the Purchased Zion Assets, all Liabilities for any Tax attributable to Taxes that may be imposed by any Governmental Authority on the ownership, sale, operation possession, lease, or use of the Purchased Zion Assets accruing on or after the Effective Time, Closing 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 imposed upon Seller arising from the sale of the Zion Assets and any Taxes imposed upon Seller under Section 6.9); 2.3.8. All obligations of Seller arising on or after the Closing Date to pay to ANI any additional premiums due to audit assessments performed on or after the Closing Date; 2.3.9. All Liabilities arising under or relating to Nuclear Laws 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, 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; 2.3.10. Any Liability for any Xxxxx-Xxxxxxxx Act secondary financial protection retrospective premium obligations for (i) nuclear worker Liability attributable to income received by Selleremployment on or after the Closing Date or; (ii) any third-party Liability arising out of any nuclear incident on or after the Closing Date; 2.3.11. All Liabilities related to Spent Nuclear Fuel and the ISFSI Island after the Closing Date and prior to the earlier of (di) All Accounts Payable the transfer off site of Seller as determined 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 3.42.4.7; (e) The obligations 2.3.12. Any Liabilities resulting from knowing and liabilities arising out intentional illegal acts or willful misconduct of Buyer or Buyer's conduct of the Business ’s Parent or their respective employees, agents or contractors occurring after the Effective Time, including, without limitationClosing; 2.3.13. Except as otherwise expressly provided herein, any Liabilities of Buyer or Buyer’s Parent to the extent arising from the execution delivery or performance of this Agreement and all asserted the transactions contemplated hereby; and 2.3.14. All other Liabilities expressly allocated to or unasserted liabilities or obligations to third parties for bodily or personal injury or tort, product return, warranty or similar liabilities or obligations arising out of the ownership or operation of the Purchased Assets or the sale of Products after the Effective Time (including, without limitation, obligations and liabilities for refunds, adjustments, allowances, damages, repairs, exchanges and returns); (f) The obligations and liabilities assumed by Buyer under Section 6.9; and (g) Any liability of Buyer arising out of a breach by Buyer of any of its obligations under in this Agreement, Agreement or the Assignment and Assumption Agreement, the Vermont Pure License Agreement, the Occupancy Agreement, the Supply Agreement and the Packaging Agreement and the Promissory NoteAncillary Agreements.

Assumed Liabilities and Obligations. On As of the Closing Date, Buyer shall deliver to Seller the Assignment and Assumption Agreement pursuant to which Buyer BW Operations shall assume and agree to discharge when due, all of the following liabilities and obligations of Seller (collectively, "Assumed Liabilities and Obligations") and Seller shall not be obligated to thereafter pay, perform or discharge any such the following liabilities of the Seller to the extent incurred in connection with its operation of the Business except as excluded under Section 1.5 below (the “Assumed Liabilities”): (a) Obligations under the sales contracts and customer orders which are open as of the Closing Date other than with respect to breaches thereof occurring prior to the Closing Date; (b) Obligations arising on or obligationsafter the Closing Date under the Personal Property Leases of the Business specifically assumed by Buyer other than with respect to breaches thereof occurring prior to the Closing Date; (c) Obligations arising on or after the Closing Date under the Purchased Real Property Leases of the Business other than with respect to breaches thereof occurring prior to the Closing Date; (d) Obligations arising or vesting subsequent to the Closing Date under the Business Contracts other than with respect to breaches thereof occurring prior to the Closing Date; (e) Current liabilities and obligations under the trade accounts payable, purchase orders and commitments for materials, services or goods provided which are open as of the Closing Date as set forth on Schedule 1.4(e) (“Accounts Payable”) and are reflected in Net Working Capital; (f) Liabilities and obligations to Transferred Employees arising from events or occurrences on and after the Closing Date, including liabilities for accident, disability, health and workers’ compensation insurance or benefits arising from events or occurrences on and after the Closing Date; (g) Obligations arising from events or occurrences subsequent to the Closing Date under the following collective bargaining agreements (collectively, the “Collective Bargaining Agreements”) relating to employees of the Business: (ai) Collective Bargaining Agreement effective March 26, 2010 to March 8, 2013, between Snappy Air Distribution Products, Inc. and The Sheet Metal Workers’ International Association, Local #10; (ii) Collective Bargaining Agreement effective October 6, 2011 to October 6, 2012, between Alco Manufacturing Company, an unincorporated division of Standex Air Distribution Products, Inc. and The International Association of Machinists and Aerospace Workers; (iii) Collective Bargaining Agreement effective September 2, 2009 to September 1, 2012, between Standex Air Distribution Products, Inc. and The Sheet Metal Workers’ Local Union, No. 71; and (iv) Collective Bargaining Agreement effective November 1, 2011 to November 1, 2014, between Standex ADP-Philadelphia and Laborers International Union of North America, Local #57. (h) Liabilities and obligations for Federal, state, and local taxes, duties and assessments and personal property taxes of the Business arising from events or occurrences on and after the Closing Date other than taxes based on the income of the Seller; (i) Obligations for real estate taxes for the Owned Real Property to the extent arising and accruing with respect to periods on and after the Closing Date; (j) Liabilities for utilities relating to the Business arising on or after the Closing Date; (k) Product warranty obligations which arise on or after the Closing due to sales of products by the Business on or after the Closing Date; (l) Liabilities, obligations or claims for damage or injury (real or alleged) to persons or property arising from the ownership, possession or use of any products manufactured, shipped or sold by the Business on or after the Closing Date; (m) All liabilities and obligations of Seller under the executory portion of Seller's Agreements that are executory as of licenses, permits and franchises transferred pursuant to this Agreement accruing on or after the Effective Time and under the Transferable PermitsClosing Date; (bn) All liabilities under Environmental Laws attributable solely to the acts of Buyer, its officers, directors, employees, equityholders, agents, members, managers, partners, legal representatives, successors or assigns of the Business on or after the Closing Date; (o) All liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations arising out of or related to the conduct of the Business or that otherwise arise out of or are related to the ownership of the Purchased Assets by Buyer on or after the Closing Date; (p) Accrued vacation and sick leave benefits due to employees of the Business who become Transferred Employees under Section 7.2(b) on or after the Closing Date to the extent included in Net Working Capital; (q) Liabilities, obligations or claims for severance payments, expenses or costs (including accrued vacation compensation) for all employees of the Business, who become Transferred Employees under Section 7.2(b) wherever located, who are employed by Buyer on the Closing Date and whose employment is terminated after the Closing Date; (r) Any and all costs, liabilities, obligations and expenses, arising in connection with either the relocation or consolidation of any of the business operations of the Business on and after the Closing to a new location or the termination, curtailment or other reduction by Buyer on and after the Closing Date of any of the operations of the Business, wherever located; (s) All liabilities and obligations associated with under those accounts payable between any of the Purchased Assets with respect to Taxes for entities or divisions comprising the Business, which Buyer is liable pursuant to Section 6.8(aare disclosed on Schedule 1.4(s) hereof; (c) With respect to the Purchased Assets, any Tax attributable to the ownership, sale, operation or use of the Purchased Assets accruing on or after the Effective Time, except for any Income Taxes attributable to income received by Seller; (d) All Accounts Payable of Seller as determined extent included in accordance with Section 3.4; (e) The obligations and liabilities arising out of Buyer's conduct of the Business after the Effective Time, including, without limitation, any and all asserted or unasserted liabilities or obligations to third parties for bodily or personal injury or tort, product return, warranty or similar liabilities or obligations arising out of the ownership or operation of the Purchased Assets or the sale of Products after the Effective Time (including, without limitation, obligations and liabilities for refunds, adjustments, allowances, damages, repairs, exchanges and returns); (f) The obligations and liabilities assumed by Buyer under Section 6.9Net Working Capital; and (gt) Any liability All liabilities for products returned by customers of Buyer arising out the Business in accordance with the terms and conditions of a breach by Buyer sale of any of its obligations under this Agreement, the Assignment Business related to shipments made on and Assumption Agreement, after the Vermont Pure License Agreement, the Occupancy Agreement, the Supply Agreement and the Packaging Agreement and the Promissory NoteClosing Date.

Assumed Liabilities and Obligations. On Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, on the Closing Date, Buyer shall deliver to Seller Sellers the Assignment and Assumption Agreement pursuant to which Buyer shall assume and agree to pay, perform and discharge when due, all of the following liabilities and obligations Liabilities of Seller Sellers that relate to the Assets or are otherwise specified below, other than the Excluded Liabilities (collectively, "the “Assumed Liabilities and Obligations") and Seller shall not be obligated to payLiabilities”), perform or discharge any such liabilities or obligationsincluding: 2.3.1 All Liabilities arising in connection with the Decommissioning of the Vallecitos Licensed Facilities and the Vallecitos Nuclear Center, including any obligations under applicable Law (athe “Vallecitos Decommissioning Liabilities”); 2.3.2 All Liabilities arising in connection with operating and Decommissioning the Hillside Storage Facility (the “Hillside Decommissioning Liabilities” and, together with the Vallecitos Decommissioning Liabilities, the “Decommissioning Liabilities”); 2.3.3 All Environmental Liabilities arising before, on or after the Closing Date; 2.3.4 All outstanding commitments made to and agreements made with Governmental Authorities related to the Vallecitos Licensed Facilities or the Vallecitos Nuclear Center and all orders of Governmental Authorities related the Vallecitos Licensed Facilities or the Vallecitos Nuclear Center set forth on Schedule 2.3.4 hereto; 2.3.5 All Liabilities arising before, on or after the Closing Date: (i) All liabilities with respect to the ownership, possession, use or maintenance of the Assets, including all Decommissioning of the Vallecitos Licensed Facilities and obligations of Seller the Vallecitos Nuclear Center; (ii) under the executory portion of Seller's Agreements that are executory as of the Effective Time and Real Property Agreements; (iii) under the Transferable Permits; ; (biv) All liabilities under the Assumed Contracts; and obligations associated with (v) the Purchased Assets contracts, licenses, agreements and personal property leases entered into with respect to Taxes for which Buyer is liable pursuant to Section 6.8(a) hereofthe Assets after the Contract Date consistent with the terms of this Agreement; (c) With respect to the Purchased Assets, 2.3.6 All Liabilities for any Tax Asset-Level Taxes attributable to a Post-Closing Tax Period (in the ownershipcase of a Straddle Period, sale, operation or use of the Purchased Assets accruing allocated in accordance with Section 6.10.3); 2.3.7 All obligations arising on or after the Effective Time, except for Closing Date to pay any Income Taxes attributable additional premiums to income received by SellerANI with respect to the Vallecitos Licensed Facilities or the Vallecitos Nuclear Center due to audit assessments performed on or after the Closing Date; (d) 2.3.8 All Accounts Payable of Seller as determined in accordance with Section 3.4; (e) The obligations and liabilities Liabilities arising out of Buyer's conduct of the Business before, on or after the Effective TimeClosing Date under or relating to Nuclear Laws or Nuclear Material, including, without limitation, including any and all asserted or unasserted liabilities or obligations to third parties for bodily or personal injury or tort, product return, warranty or similar liabilities or obligations Environmental Liabilities arising out of the ownership ownership, lease, occupancy, possession, operation, use, or operation Decommissioning of the Purchased Assets Vallecitos Licensed Facilities or the sale Vallecitos Nuclear Center, including: (i) any and all Liabilities to third parties (including employees) for personal injuries, property damages or tort actions or similar causes of Products after the Effective Time action; and (including, without limitation, obligations and liabilities for refunds, adjustments, allowances, damages, repairs, exchanges and returns); (fii) The obligations and liabilities assumed by Buyer under Section 6.9; and (g) Any liability of Buyer any Liabilities arising out of or resulting from an “extraordinary nuclear occurrence,” a breach by Buyer “nuclear incident” or a “precautionary evacuation” (as such terms are defined in the Atomic Energy Act) at the Vallecitos Nuclear Center, or any other NRC licensed nuclear reactor site in the United States, or in the course of the transportation of Nuclear Material to or from the Vallecitos Nuclear Center or any of its obligations under this Agreement, other NRC licensed nuclear reactor site in the Assignment and Assumption Agreement, the Vermont Pure License Agreement, the Occupancy Agreement, the Supply Agreement and the Packaging Agreement and the Promissory NoteUnited States.