Assumed Xxxxxxxxxxx Sample Clauses

Assumed Xxxxxxxxxxx. Xx the Closing, and as part of the consideration comprising the Purchase Price, the Parent shall assume and thereafter pay and satisfy (or cause to be satisfied) as they become due (and relieve and discharge Sellers from any obligations to pay or satisfy), only those obligations and indebtedness set forth as follows (the “Assumed Liabilities”):

Assumed Xxxxxxxxxxx. Upon the terms and subject tx xxx xxnditions hereof, as of the Closing, Seller will assign and transfer to Buyer, and Buyer will assume, and thereafter shall fully perform and discharge, on a timely basis and in accordance with their respective terms and conditions (a) the liabilities, obligations and commitments of Seller listed on Schedule 1.4 hereto, (including, without limitation, the contracts being assigned in whole or in part to Buyer), (b) all warranty obligations of Seller for any In Scope Products (and reference platforms related thereto) sold by Seller to any customers or distributors prior to Closing Date, and (c) the existing software maintenance obligations of Seller listed in Schedule 1.4 with respect to software licensed by Seller prior to Closing Date in connection with any In Scope Product (collectively, subsections (a), (b), (c) are referred to as the "Assumed Liabilities"). Except for the Assumed Liabilities or as provided in the Operative Agreements, Buyer is not assuming or undertaking any obligations or liabilities of Seller of any nature related to Seller's or its Affiliates' operations or sales of the In Scope Products prior to the Closing Date.