Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Purchaser shall assume and shall agree to pay, perform and discharge the following Liabilities of the Seller, except for the Excluded Liabilities (the “Assumed Liabilities”):
(i) all Liabilities reflected or reserved against on the Closing Statement of Net Assets (other than Tax Liabilities);
(ii) all Liabilities of the Seller arising under the Assumed Contracts (other than Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms thereof prior to the Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing); and
(iii) product warranties and claims thereunder relating to the products of the Business.
(b) Notwithstanding subsection (a) above, the Seller shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility for, all Liabilities of the Seller as of the Closing other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation:
(i) all Excluded Taxes;
(ii) all Liabilities relating to or arising out of the Excluded Assets;
(iii) claims arising prior to the Closing made by employees of the Seller (including the Transferred Employees) relating to their employment with the Seller;
(iv) all Inter-company Payables;
(v) all Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms of any Assumed Contract prior to the Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing; and
Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions set forth in this Agreement, the Companies shall, by executing and delivering, at the Closing, the Assignment and Assumption Agreement, jointly and severally, assume, and agree to pay, perform and discharge when due, any and all of the Liabilities of the Sellers exclusively relating to the Small Molecule Anti-Infective Program or the Transferred Assets arising on or after the Closing Date, other than the Excluded Liabilities set forth in Section 2.02(b) below (the “Assumed Liabilities”). The Assumed Liabilities include, but are not limited to, the following:
(i) all Liabilities of a Seller and its Affiliates comprising commitments in respect of Development Costs relating to the Compounds and Programs to the extent such Liabilities relate to the period of time on or after Closing;
(ii) all Liabilities of a Seller and its Affiliates arising under the Transferred Contracts assumed by the Companies;
(iii) all Liabilities arising out of or relating to Actions commenced after the Closing, irrespective of the legal theory asserted, arising from the manufacture, advertising, marketing, distribution, sale or use of the Products or the Compounds, solely [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. to the extent relating to the period of time on or after the Closing, including all Liabilities for product warranty service claims relating to the Products and Compounds and all Product Liabilities;
(iv) all Liabilities under the Transferred Contracts to customers, suppliers or other Third Parties for products, materials and services, to the extent relating to the Small Molecule Anti-Infective Program, either (A) ordered in the ordinary course of business prior to the Closing, but scheduled to be delivered or provided after the Closing, which remain unpaid as of the Closing, or (B) the delivery or provision of which was accelerated to occur prior to the Closing in a manner not consistent with past practice and which would otherwise have been an Assumed Liability pursuant to subclause (A) above but for such acceleration;
(v) all other Liabilities arising out of or relating to the return of any Product, including all Liabilities for any chargebacks, credits or rebates in respect of any Product;
(vi) all Taxes relating to the Transferred Asse...
Assumption and Exclusion of Liabilities. Transferee hereby assumes and agrees to pay, perform and discharge when due, all Liabilities of Transferor to the extent relating to or arising out of the Transferred Assets or the EIS Business (the “Assumed Liabilities”); provided that, the “Assumed Liabilities” shall not include Tax liabilities, which shall be governed exclusively by the Tax Matters Agreement.
Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Parties shall cause FoundryCo or one or more of its Subsidiaries to execute and deliver the Assumption Agreement, any additional instruments of conveyance or assumption as may be required by local Laws, and such other documentation as may be necessary to cause FoundryCo or one or more of its Subsidiaries to assume and agree to pay, perform and discharge the Assumed Liabilities.
(b) Notwithstanding anything in Section 2.02(a) to the contrary, the Remaining Discovery Group shall retain, and shall be responsible for paying, performing and discharging when due, and the FoundryCo Group shall not assume or have any responsibility for, the Excluded Liabilities.
(c) On the Closing Date, or as promptly as practicable thereafter but in no event later than sixty (60) calendar days thereafter, the water, gas, electricity and other utilities, common area maintenance reimbursements to lessors, local business or other license or permit fees, insurance premiums and other periodic charges payable with respect to the FoundryCo Assets shall be prorated between the Remaining Discovery Group and the FoundryCo Group, with the Remaining Discovery Group bearing such costs and expenses attributable to the period through and including the Closing Date and the FoundryCo Group bearing such costs and expenses attributable to the period after the Closing Date. The Parties shall thereafter correct any misallocation of such costs and expenses as they may discover from time to time in a manner consistent with this paragraph.
Assumption and Exclusion of Liabilities. (a) At the Closing, upon the terms and subject to the conditions and exclusions set forth in this Agreement, Purchaser shall assume and agree to pay, perform and discharge when due, only the Liabilities of the Asset Sellers (i) in respect of the Franchise Agreements to which an Asset Seller is a party and listed on Section 2.14(a) of the Company Disclosure Schedule, (ii) current liabilities of the Asset Sellers expressly included in the Net Working Capital calculation or (iii) otherwise set forth on Section 1.3 of the Company Disclosure Schedule (the “Assumed Liabilities”). Notwithstanding anything to the contrary in this Agreement, as of the Closing, the Asset Sellers shall retain and shall be responsible for paying, performing and discharging when due, and Purchaser shall not assume or have any responsibility for, any Liabilities of the Asset Sellers or any of their Affiliates (other than the Company) of any kind or nature whatsoever other than the Assumed Liabilities (whether or not related to the Business) (collectively, the “Excluded Liabilities”).
Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions set forth in this Agreement, and except as provided Section 2.02(b) below hereof, the Purchaser shall, by executing and delivering, at the Closing, the Xxxx of Sale, assume, and agree to pay, perform and discharge when due, the following Liabilities (the “Assumed Liabilities”):
(i) all Liabilities set forth in Section 2.02(a)(i) of the Disclosure Schedule;
(ii) all Liabilities of the Sellers under the Permitted Encumbrances;
(iii) all Environmental Liabilities related to the Purchased Assets arising on or after the Closing Date, the Owned Real Property, and any other real property the Sellers use, or have the right to use where such real property or such right to use such real property is a Purchased Asset, including any area used pursuant to the Permits and Licenses;
(iv) all Taxes relating to the Purchased Assets other than Excluded Taxes; and
(v) all other Liabilities arising in connection with the ownership, and use of the Purchased Assets from and after the Closing Date.
(b) The Sellers shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility for, the following Liabilities (the “Excluded Liabilities”):
(i) all Excluded Taxes;
(ii) all Environmental Liabilities related to the Purchased Assets arising prior to the Closing Date; and
(iii) all Liabilities relating to or arising out of the Excluded Assets; and
(iv) the Sellers’ obligations under this Agreement.
Assumption and Exclusion of Liabilities. (a) On the terms and subject to the conditions of this Agreement, from and after the Closing Date, Purchaser shall assume and shall pay, perform and discharge when due only the following specified liabilities and obligations, and no others (collectively, the "ASSUMED LIABILITIES"):
(i) Liabilities arising from actions taken after the Closing relating to the Assumed Contracts; and
(ii) Liabilities arising out of Purchaser's ownership after the Closing Date of the Assets, to the extent such obligations were incurred after the Closing.
(b) Subject to Section 6.03, Purchaser shall not assume any Liabilities of Seller in respect of any Taxes arising from the use, ownership or operation of the Station or the Assets up to, and including, the Closing Date or resulting from the transactions contemplated by this Agreement (collectively, "EXCLUDED TAX LIABILITIES").
(c) Except as specifically set forth in Section 2.03(a), Purchaser shall not assume or be responsible for any Liabilities of Seller (such excluded liabilities, being referred to herein collectively as the "EXCLUDED LIABILITIES").
Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Acquisition Co. shall not assume any liabilities.
(b) Notwithstanding subsection (a) above, the Seller shall retain, and shall be responsible for paying, performing and discharging when due (and, as applicable, shall cause its Affiliates to pay, perform and discharge when due) all, and the Acquisition Co. shall not assume or have any responsibility for any, Liabilities of or relating to the Seller or any of its Affiliates (the "Excluded Liabilities").
Assumption and Exclusion of Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, BII shall assume, and agree to pay, perform and discharge when due, any and all liabilities arising from BII’s ownership, use or operation of the Acquired Assets or the exploitation of the BII Products after the Closing Date (the “Assumed Liabilities”). MABVAX shall retain, and shall solely be responsible for paying, performing and discharging when due, and BII shall not assume or have any responsibility for (a) all liabilities relating to or arising out of the Excluded Assets, (b) all accounts payable, taxes and other accrued expenses and/or obligations related to the [***] Program arising and/or related to any act, omission, fact, and/or matter prior to the Closing Date, (c) all obligations under the [***] Agreement and the Oxford Agreement, and (d) MABVAX’s obligations under this Agreement (the “Excluded Liabilities”).
Assumption and Exclusion of Liabilities. (a) On the terms and subject to the conditions of this Agreement, the Purchaser shall, on the Closing Date, assume and agree to pay, perform and discharge when due all Liabilities of the Seller that arise or relate principally to the Business, on or prior to the Closing Date and which are reflected on the Reference Balance Sheet, except for the Excluded Liabilities (the "ASSUMED LIABILITIES").
(b) The Seller shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility for, all Liabilities of the Seller as of the Closing Date other than the Assumed Liabilities (the "Excluded Liabilities"), including:
(i) all Taxes now or hereafter owed by the Seller, the Company, any Subsidiary or any Affiliate of the Seller, or attributable to the Business, relating to any period, or any portion of any period, ending on or prior to the Closing Date;
(ii) all Liabilities relating to any litigation or proceeding, including the litigation identified in Sections 3.12 and 3.16 of the Disclosure Schedule, relating to or attributable to any period ending on or prior to the Closing Date; and
(iii) all Liabilities and Damages arising out of any breach or alleged breach by the Seller, the Business or the Company under any contract, agreement or arrangement related to the Business which occurred or is alleged to have occurred prior to the Closing; and
(iv) any bonuses included in accrued expenses or accounts payable and payable to employees of the Business under the Prometric Strategic Plan.
