Assumed Liabilities; Retained Liabilities. (a) On the terms of and subject to the conditions of this Agreement and in reliance upon the representations and warranties contained herein, in addition to purchasing and acquiring the Transferred Assets, Purchaser shall assume and agrees, from and after the date of such assumption, to pay, perform and discharge when due, the following liabilities and obligations (collectively, the “Assumed Liabilities”):
(1) the obligations to perform arising in the Ordinary Course of Business after the Closing Date under the Assumed Contracts, but excluding any liabilities or obligations arising prior to the Closing Date or arising out of or relating to a breach, violation, default or failure to perform by Seller that occurred on or prior to the Closing Date; and
(2) all liabilities pursuant to the Transferred Assets arising and to be performed from and after the Closing Date, except to the extent such liabilities result from the negligent act or omission by Seller prior to the Closing; and
(3) the Personal Time Off balances existing as of the Closing Date, up to eighteen (18) working days, with respect to the Seller Employees that Purchaser elects to hire.
(b) Other than the Assumed Liabilities, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any other liability of Seller. All liabilities other than Assumed Liabilities are referred to herein as “Retained Liabilities.” The Retained Liabilities will include, without limitation, the following:
(i) all trade accounts payable of the Business as of the Closing Date;
(ii) any liabilities or obligations of Seller in respect of indebtedness (whether absolute, accrued, contingent, fixed or otherwise, whether due or to become due) of Seller, of any kind, character or description whatsoever;
(iii) any liabilities or obligations of Seller related to the employment, termination or compensation of any employee, consultant or service provider of the Seller, including but not limited to compensation claims, Taxes or employer withholdings, workers’ compensation or benefits (however described) owing to any such Person arising out of the operation of the Business by Seller on or prior to the Closing Date;
(iv) any liabilities or obligations of Seller which arise from or out of or in connection with any product warranty or product liability claims that accrued or were owing by Seller on or prior to the Closing Date, but excluding liabilities or obligations res...
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. (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 [*****] 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. Effective from and after the Closing, Purchaser is assuming, and shall hereafter pay, perform and observe fully and timely, the Assumed Liabilities. Notwithstanding anything in this Agreement to the contrary, Purchaser is not assuming and shall not assume or be deemed to have assumed, and shall have no liability or obligation with respect to, any 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 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. On the Closing Date, Buyer ----------------------------------------- shall assume the debts, liabilities, assessments, losses, damages, costs, expenses or other obligations (including all debts, liabilities, assessments, losses, damages, costs, expenses or other obligations owing to trade creditors) related to the Purchased Assets set forth on Exhibit B-2 (the "Assumed Liabilities") and Seller shall retain those liabilities set forth on Exhibit B-3 as Retained Liabilities (the "Retained Liabilities"). Following the Closing, (i) all Assumed Liabilities shall be obligations and liabilities solely of, and shall solely be legally and financially borne by, Buyer, (ii) Buyer shall be responsible for compliance with permits and licenses affecting the Purchased Assets (whether or not Seller is the permit holder under such permits and licenses), and (iii) all risk of casualty loss occurring after the Closing relating to the Purchased Assets shall be borne by Buyer. All Retained Liabilities shall continue to be obligations and liabilities solely of, and shall solely be legally and financially borne by, Seller. In furtherance (and not in limitation) of the foregoing, Buyer is not and shall not be treated or viewed as, a successor of Seller as a matter of law.
