Common use of Assumed Liabilities; Excluded Liabilities Clause in Contracts

Assumed Liabilities; Excluded Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume and pay, defend, discharge and perform, as and when due the Liabilities of Seller identified on Schedule 1.3 (collectively, the “Assumed Liabilities”). Except for the Assumed Liabilities, Purchaser will not assume, and Seller will pay, defend, discharge and perform, as and when due, and otherwise retain and remain solely responsible for, all Liabilities of the Company Parties that are not included in the Assumed Liabilities (collectively the “Excluded Liabilities”), including: (a) any Indebtedness of Seller and the NFP, (b) any Liability of any successor or Affiliate of Seller, (c) any Liability of any Person, directly or indirectly related to, accruing or arising out of, caused by or resulting from the operation or conduct of the Business or the ownership of the Purchased Assets first arising prior to the Closing, whether or not recorded on the books and records of any Person (excluding any trade or other accounts payable of Seller payable to third parties that remain outstanding as of the Closing and which are reflected in the Net Working Capital), (d) any Liability arising under or in any way related to the Employee Benefit Plans arising prior to the Closing, (e) without limiting the generality of any of the foregoing, any Liability in respect of Taxes of Seller, successors or Affiliates, or any Liability in respect of any Taxes arising from or relating to the Business or the Purchased Assets or ownership or operation thereof during any Pre-Closing Tax Period, (f) any Liability directly or indirectly related to, accruing or arising out of, caused by or resulting from the operation or ownership of the Excluded Assets, and (g) any Transaction Expenses incurred by Seller, the Equityholders or the NFP. Without limiting the generality of the foregoing, it is understood and agreed that unless a Liability is within the definition of Assumed Liabilities under this Section 1.3 or Schedule 1.3, neither Purchaser nor any of its Affiliates will assume, nor will any of them be liable for, such Liability.

Assumed Liabilities; Excluded Liabilities. On (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will Buyer shall accept, assume and agree to pay, defend, discharge and perform, as fulfill and discharge when due any and all Assumed Liabilities. Following the Closing, Buyer shall be responsible for all Assumed Liabilities, regardless of when or where such Assumed Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Closing Date, regardless of where or against whom such Assumed Liabilities are asserted or determined or whether asserted or determined prior to the Agreement Date. Buyer shall not be released from any Liability hereunder if it assigns any of its rights or Liabilities hereunder to any of its Affiliates. Buyer shall indemnify Seller identified for the performance by Seller or any of its Subsidiaries of any Assumed Liability, including any Assumed Liability that Seller or its Subsidiaries performs due to applicable obligee’s exercise of its lawful rights not to accept the performance of such Assumed Liability by, or on Schedule 1.3 behalf of, Buyer or any of its Affiliates, subject to, and in accordance with, Article 9. Notwithstanding the foregoing or anything in this Agreement to the contrary, (collectivelyi) nothing contained in this Agreement shall require Buyer or its Affiliates to pay, perform or satisfy any of the Assumed Liabilities so long as Buyer or its Affiliates shall in good faith contest, or cause to be contested, with the relevant third party that is the obligee of such Assumed Liability the amount or validity thereof or shall in good faith assert any defense or offset thereto, and (ii) the fact that a Liability may fall under the definition of “Assumed Liabilities”). Except for the Assumed Liabilities, Purchaser will ” and may have been assumed by Buyer or its Affiliates hereunder shall not assume, and Seller will pay, defend, discharge and perform, as and when due, and otherwise retain and remain solely responsible for, all Liabilities of the Company Parties that are not included in the Assumed Liabilities (collectively the “Excluded Liabilities”), including: (a) any Indebtedness of Seller and the NFP, (b) respect prevent Buyer or any other Buyer Indemnified Party from seeking or receiving indemnification hereunder with respect to such Liability of any successor or Affiliate of Seller, (c) any Liability of any Person, directly or indirectly related to, accruing or arising out of, caused by or resulting from the operation or conduct of the Business or the ownership of the Purchased Assets first arising prior to the Closing, whether extent such Person is entitled to indemnification with respect to such Liability or not recorded on the books and records of any Person (excluding any trade or other accounts payable of Seller payable to third parties that remain outstanding as of the Closing and which are reflected in the Net Working Capital), (d) any Liability arising under or in any way related obligation pursuant to the Employee Benefit Plans arising prior to the Closing, (e) without limiting the generality terms of any of the foregoing, any Liability in respect of Taxes of Seller, successors or Affiliates, or any Liability in respect of any Taxes arising from or relating to the Business or the Purchased Assets or ownership or operation thereof during any Pre-Closing Tax Period, (f) any Liability directly or indirectly related to, accruing or arising out of, caused by or resulting from the operation or ownership of the Excluded Assets, and (g) any Transaction Expenses incurred by Seller, the Equityholders or the NFP. Without limiting the generality of the foregoing, it is understood and agreed that unless a Liability is within the definition of Assumed Liabilities under this Section 1.3 or Schedule 1.3, neither Purchaser nor any of its Affiliates will assume, nor will any of them be liable for, such LiabilityArticle 9.

Assumed Liabilities; Excluded Liabilities. On the terms and subject In addition to the conditions set forth Purchase Price payable pursuant to Section 2.1, effective as of the Effective Date, Buyer hereby agrees to assume, pay, perform, discharge and otherwise satisfy promptly when due, and to indemnify and hold harmless the Seller from and against, only (a) under the Contracts to the extent arising with respect to the period on or after the Effective Date and to the extent such liabilities would be the liabilities of the Seller but for the assignment of the Contract, and (b) relating to the U.S. Agtrol Division or the use of the Purchased Assets (including the sale of Inventory by Buyer) on or after the Effective Date, including any claims relating to health and safety, environmental, employment and termination of employment on or after the Effective Date (collectively, the "Assumed Liabilities"). Except as provided in this Agreement, at the Closing, Purchaser will Buyer shall not assume and pay, defend, discharge and perform, as and when due the Liabilities of Seller identified or become liable or obligated for or on Schedule 1.3 (collectively, the “Assumed Liabilities”). Except for the Assumed Liabilities, Purchaser will not assume, and Seller will pay, defend, discharge and perform, as and when due, and otherwise retain and remain solely responsible for, all Liabilities any contract or agreement of the Company Parties that are not included in Seller or for any of any debt, liability or obligation of the Assumed Liabilities Seller, whatsoever, whether known or unknown, direct, contingent or otherwise, however or whenever arising or asserted, including any liability or obligation (collectively i) of the “Excluded Liabilities”)Seller to its employees, including: (a) customers, creditors or brokers, or to any Indebtedness of Seller and the NFPgovernmental authority, (bii) any Liability of any successor or Affiliate of Seller, (c) any Liability of any Person, directly or indirectly related to, accruing or arising out of, caused by or resulting from the operation or conduct of the Business or the ownership of the Purchased Assets first arising prior to the Closing, whether or not recorded on the books and records of any Person (excluding any trade or other accounts payable of Seller payable to third parties that remain outstanding as of the Closing and which are reflected in the Net Working Capital), (d) any Liability arising under or in any way related to the Employee Benefit Plans arising prior to the Closing, (e) without limiting the generality of any of the foregoing, any Liability in respect of Taxes of Seller, successors or Affiliates, or any Liability in respect of any Taxes arising from or relating to the Business or the Purchased Assets or ownership or operation thereof during any Pre-Closing Tax Period, (f) any Liability directly or indirectly related to, accruing or arising out of, caused by or resulting from the operation or ownership of the Excluded Assets, or (iii) relating to the U.S. Agtrol Division or the use of the Purchased Assets prior to the Effective Date, including any claims relating to health and safety, environmental, employment and termination of employment prior to the Effective Date (g) any Transaction Expenses incurred by all such liabilities and obligations of the Seller, herein referred to as the Equityholders or the NFP"Excluded Liabilities"). Without limiting the generality Buyer shall be solely responsible for satisfying all of the foregoing, it is understood and agreed that unless a Liability is within the definition of Assumed Liabilities under this Section 1.3 or Schedule 1.3, neither Purchaser nor any and the Seller shall have no liability whatsoever with respect thereto. The Seller shall be solely responsible for satisfying all of its Affiliates will assume, nor will any of them be liable for, such Liabilitythe Excluded Liabilities and Buyer shall have no liability whatsoever with respect thereto.

Assumed Liabilities; Excluded Liabilities. On Pursuant to the UK Transfer Schemes (so far as the same shall be capable of giving effect to such assumption) and/or otherwise pursuant to and on the terms and subject to the conditions set forth in this Agreement, the Asset Transfer Agreement and the UK Asset Purchase Agreements, as applicable, effective at the time of the Initial Closing, Purchaser will OPH Asset Buyer and the Asset Buyers shall assume and agree to pay, defend, discharge and performperform all Liabilities and commitments of every kind and description of OPH and the Asset Sellers to the extent arising from or relating to the Business, as the same shall exist on the Initial Closing Date and when due irrespective of whether the same shall arise prior to or following the Initial Closing Date, including all Insurance Liabilities of Seller identified on Schedule 1.3 and Reinsurance Liabilities and Liabilities for Taxes, benefits and compensation for which Acquiror bears the ultimate responsibility pursuant to an obligation to assume, indemnify or reimburse under the Tax Matters Agreement, the UK Tax Matters Agreement, the International Tax Matters Agreement or Employee Matters Agreement (collectively, the “Assumed Liabilities”). Except for ; provided, however, that OPH Asset Buyer and the Assumed Liabilities, Purchaser will Asset Buyers shall not assume, and Seller will pay, defend, assume or agree to pay or discharge and perform, as and when due, and otherwise retain and remain solely responsible for, all any (a) Liabilities of OPH and the Company Parties that are Asset Sellers to the extent relating to or arising under any Excluded Asset, (b) Liabilities for Taxes, benefits and compensation not included otherwise assumed and (c) Liabilities set forth in Section 2.3 of the Assumed GE Disclosure Letter (all such Liabilities (collectively not being assumed being herein referred to as the “Excluded Liabilities”), including: (a) any Indebtedness of Seller and the NFP, (b) any Liability of any successor or Affiliate of Seller, (c) any Liability of any Person, directly or indirectly related to, accruing or arising out of, caused by or resulting from the operation or conduct of the Business or the ownership of the Purchased Assets first arising prior to the Closing, whether or not recorded on the books and records of any Person (excluding any trade or other accounts payable of Seller payable to third parties that remain outstanding as of the Closing and which are reflected in the Net Working Capital), (d) any Liability arising under or in any way related to the Employee Benefit Plans arising prior to the Closing, (e) without limiting the generality of any of the foregoing, any Liability in respect of Taxes of Seller, successors or Affiliates, or any Liability in respect of any Taxes arising from or relating to the Business or the Purchased Assets or ownership or operation thereof during any Pre-Closing Tax Period, (f) any Liability directly or indirectly related to, accruing or arising out of, caused by or resulting from the operation or ownership of the Excluded Assets, and (g) any Transaction Expenses incurred by Seller, the Equityholders or the NFP. Without limiting the generality of the foregoing, it is understood and agreed that unless a Liability is within the definition of Assumed Liabilities under this Section 1.3 or Schedule 1.3, neither Purchaser nor any of its Affiliates will assume, nor will any of them be liable for, such Liability.

Assumed Liabilities; Excluded Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser Buyer will assume and pay, defend, discharge and perform, as and when due the Liabilities of Seller Parties specifically identified on Schedule 1.3 2 (collectively, the “Assumed Liabilities”). Except for the Assumed Liabilities, Purchaser Buyer will not assume, and Seller Parties will pay, defend, discharge and perform, as and when due, and otherwise retain and remain solely responsible for, all Liabilities of the Company Parties that are not expressly included in the Assumed Liabilities (collectively collectively, the “Excluded Liabilities”), including: (a) any Liability of Seller Parties (including any Indebtedness of Seller and the NFP, Parties); (b) any Liability of any successor or Affiliate of Seller, Seller Parties; (c) any Liability of any Person, directly or indirectly related to, accruing or arising out of, caused by or resulting from the operation or conduct of the Business or the ownership of the Purchased Assets first arising prior to the Closing, whether or not recorded on the books and records of any Person (excluding including any trade or other accounts payable of Seller payable to third parties that remain outstanding as of the Closing and which are reflected in the Net Working CapitalClosing), ; (d) any Liability arising under or in any way related to the Employee Benefit Plans arising prior to the Closing, Plans; (e) any Liability that would become a Liability of Buyer as a matter of Law in connection with this Agreement, any agreement executed or delivered in connection herewith, or the transactions contemplated hereby or thereby; (f) without limiting the generality of any of the foregoing, any Liability in respect of Taxes of Seller, successors Seller Parties (or Affiliatesany successor or Affiliate), or any Liability in respect of any Taxes arising from or relating to the Business or the Purchased Assets or ownership or operation thereof during for or accruing or arising at any Pre-Closing Tax Period, time in respect of any period (for portion thereof) ending on or prior to the Closing; or (g) any Liability directly or indirectly related to, accruing or arising out of, caused by or resulting from the operation or ownership of the Excluded Assets, and (g) any Transaction Expenses incurred by Seller, the Equityholders or the NFP. Without limiting the generality of the foregoing, it is expressly understood and agreed that unless a Liability is expressly within the definition of Assumed Liabilities under this Section 1.3 or Schedule 1.32, neither Purchaser Buyer nor any of its Affiliates will assume, nor will any of them be liable for, such Liability.