Assumed Liabilities; Retained Liabilities Sample Clauses
The "Assumed Liabilities; Retained Liabilities" clause defines which liabilities the buyer will take on and which will remain with the seller in a transaction, such as a business sale. Typically, assumed liabilities might include certain contracts or obligations directly related to the assets being acquired, while retained liabilities could cover debts or legal claims that arose before the transaction. This clause is essential for clearly allocating responsibility for past and future obligations, thereby preventing disputes and ensuring both parties understand their ongoing risks and duties after the deal closes.
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Assumed Liabilities; Retained Liabilities. (a) Except for liabilities relating to Taxes (which shall be governed solely by Section 5.1(d)) and subject to Section 7.1 of this Agreement, from and after the Closing, Purchaser shall assume and pay, perform and discharge, the following liabilities and obligations (all such liabilities and obligations, collectively, the “Assumed Liabilities”):
(i) all of the liabilities and obligations of Seller to the Accountholders under the Credit Card Agreements to be performed after the Cut-Off Time (except to the extent such liabilities or obligations arise from or relate to Seller (or one or more of its Affiliates) failing to have performed, complied with or satisfied prior to Closing any obligations of Seller (or any of its Affiliates) with respect to the Acquired Assets or the Program under applicable Law or pursuant to contractual obligation, in each case to the extent required to have been performed, complied with or satisfied prior to the Closing, but shall include credit balances to the extent applied in calculating the Accountholder Indebtedness);
(ii) all Ordinary Course Liabilities;
(iii) any expenses, liabilities or obligations (other than any obligations of the Seller addressed in clause (v) of this Section 2.2(a)) to the extent related to any of the Accounts, the ownership and use of the Acquired Assets, or any Assumed Contract, in each case, to the extent arising or accruing during the period beginning on or after the Cut-Off Time (except to the extent such liabilities or obligations arise from or relate to Seller (or one or more of its Affiliates) failing to have performed, complied with or satisfied prior to Closing any obligations of Seller (or any of its Affiliates) with respect to the Acquired Assets or the Program under applicable Law or pursuant to contractual obligation, in each case to the extent required to have been performed, complied with or satisfied prior to the Closing);
(iv) all deposits of Seller and all obligations related to the deposits of Seller;
(v) all of the obligations of the Seller, as servicer, originator, transferor, administrator or in any other capacity to the Master Trust or the Trust and under any Securitization Documents, including all obligations to accept reassignment of receivables pursuant to the terms of the Receivables Purchase Agreement and the Pooling and Servicing Agreement and all obligations initially arising after the Closing Date to make SEC filings on behalf of WFB Funding, the Master Trust or the Trust;...
Assumed Liabilities; Retained Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, Buyer shall, at the Closing, assume and agree to pay, perform, and discharge the Assumed Liabilities. Except for the Assumed Liabilities, Buyer shall not assume, whether by assignment, express or implied contract, by operation of law or otherwise, or be obligated to pay, perform, discharge or guarantee, any liabilities or obligations of Sellers or any Affiliate thereof (whether or not such liability or obligation is related to or arising out of the Business) whether arising or incurred before, on or after the Financial Effective Time.
Assumed Liabilities; Retained Liabilities. Celldex shall, and does hereby agree to, assume, satisfy, perform, pay and discharge (a) all Liabilities and obligations that Celldex has expressly assumed or agreed to assume or perform under this Agreement, (b) all Liabilities and obligations under or pursuant to the Assigned Contracts attributable to the exercise of rights thereunder by Celldex after the Effective Date, and (c) all Liabilities and obligations that arise out of or are related to the use or ownership of Biological Materials by Celldex after the Effective Date (collectively, the "Assumed Liabilities"). All Liabilities and obligations (x) under or pursuant to the Assigned Contracts relating to periods prior to the Effective Date or (y) relating to the use or ownership of Biological Materials by Medarex prior to the Effective Date shall be retained by Medarex (collectively, the "Retained Liabilities").
Assumed Liabilities; Retained Liabilities. Buyer will not assume or be deemed to have assumed, or to have any obligations to Seller, Selling Principal, or third parties with respect to, any liabilities or obligations of Seller, except for the liabilities and obligations specifically specified on Schedule 2.2 attached to this Agreement (“Assumed Liabilities”), whether such other liabilities and obligations arose or arise before or after, or mature before or after, the Closing. All liabilities and obligations of Seller, except for the Assumed Liabilities, will be deemed to be “Retained Liabilities” and will be retained, paid, performed, and discharged solely by Seller.
Assumed Liabilities; Retained Liabilities. Subject to the terms and conditions set forth herein, Company shall assume all liabilities and obligations related to the Contributed Assets arising after the Closing (as defined below) but only to the extent that such liabilities and obligations do not relate to any pre-Closing breach, default, omission or violation of which Seller has knowledge prior to the Closing (the “Assumed Liabilities”). Other than the Assumed Liabilities, the Company shall not assume any liabilities or obligations of Contributor of any kind (all liabilities of Contributor other than the Assumed Liabilities being the “Retained Liabilities”).
Assumed Liabilities; Retained Liabilities. (a) At the Closing, Buyer will assume, and shall pay, perform and/or discharge as and when due, the Assumed Liabilities, including, but not limited to, future performance of the Assigned Contracts.
(b) Notwithstanding anything herein to the contrary, Buyer shall not assume, become liable for, or agree to pay, perform or discharge the Retained Liabilities.
Assumed Liabilities; Retained Liabilities. Celldex shall, and does hereby agree to, assume, satisfy, perform, pay and discharge (a) all Liabilities and obligations that Celldex has expressly assumed or agreed to assume or perform under this Agreement, (b) all Liabilities and obligations under or pursuant to the Assigned Contracts attributable to the exercise of rights thereunder by Celldex after the Effective Date, and (c) all Liabilities and obligations that arise out of or are related to the use or ownership of Biological Materials by Celldex after the Effective Date (collectively, the “Assumed Liabilities”). All Liabilities and [*****] REPRESENTS CONFIDENTIAL PORTION WHICH HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. obligations (x) under or pursuant to the Assigned Contracts relating to periods prior to the Effective Date or (y) relating to the use or ownership of Biological Materials by Medarex prior to the Effective Date shall be retained by Medarex (collectively, the “Retained Liabilities”).
Assumed Liabilities; Retained Liabilities. (a) As additional consideration hereunder, at the Closing (as defined in Section 1.5 hereof), the Buyer shall assume, and shall be solely and exclusively liable with respect to, and shall pay, perform or discharge in accordance with their respective terms, the following liabilities and obligations of the Seller (collectively, the "Assumed Liabilities"):
(i) all liabilities and obligations that arise in the ordinary course of business under the Assumed Contracts (but only with respect to performance of such Contracts after the Closing and excluding any liabilities for any breaches of such Contracts by the Seller);
(ii) accrued vacation, sick pay and similar routine liabilities (other than sabbatical liability) associated with employees of the Alexandria Business who become employees of the Buyer or Parent on or immediately after the Closing Date; and
(iii) except as otherwise provided in this Agreement, all liabilities and obligations arising solely out of the conduct of the Alexandria Business by the Buyer on and after the Closing Date.
(b) Notwithstanding anything in this Agreement to the contrary, the Buyer and Parent shall not assume, and shall be deemed not to have assumed, any liabilities or obligations of the Seller or the Alexandria Business, whether known or unknown, disclosed or undisclosed, asserted or unasserted, fixed or contingent and whether or not reflected on a balance sheet of Seller, except as expressly provided in Section 1.2(a) hereof, and the Seller shall be solely and exclusively liable with respect to, and shall pay, perform or discharge, all such liabilities and obligations of the Seller other than the Assumed Liabilities (collectively, the "Retained Liabilities").
Assumed Liabilities; Retained Liabilities. Effective from and after the Closing, Purchaser shall assume, and shall thereafter pay, perform and observe fully and timely, the Assumed Liabilities. Notwithstanding anything contained herein to the contrary, Purchaser shall not assume, or cause to be assumed, or be deemed to have assumed or cause to have assumed, or be liable or responsible for any of the Retained Liabilities.
Assumed Liabilities; Retained Liabilities. (a) The Retained Liabilities will be and remain the sole responsibility of Centex.
(b) Without limiting Centex’s express indemnification obligations under Section 19, Section 6 and other provisions of this Agreement, the Transferred Subsidiaries shall assume all Claims and obligations of the Owners with respect to the Assets, fixed or contingent, liquidated or unliquidated, and whether arising before or after the Contribution Date.
(c) Without limiting the generality of Section 4(b), the liabilities assumed by the Transferred Subsidiaries include those items specifically listed on Exhibit A-5.