Common use of Assumption and Exclusion of Liabilities Clause in Contracts

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions set forth in this Agreement, the Buyer will assume, and agree to pay, perform and discharge when due, any and all of the Liabilities of the Seller and the Asset Selling Subsidiaries to the extent relating to or arising exclusively out of the Business or the Purchased Assets, other than the Excluded Liabilities set forth in Section 2.2(b) below (the "Assumed Liabilities"). The Assumed Liabilities include, but are not limited to, the following:

Appears in 1 contract

Samples: Agreement (Novartis Ag)

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Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions set forth in this Agreement, including Section 5.06(b), the Buyer will Purchaser shall, by executing and delivering, on the Closing Date, the Assumption Agreement, assume, and agree to pay, perform and discharge when due, any the following debts, liabilities and all of the Liabilities obligations of the Seller and the Asset Selling Subsidiaries (whether fixed or contingent, matured or unmatured, arising by law or by contract or otherwise, on or prior to the extent relating to or arising exclusively out of the Business or the Purchased Assets, other than the Excluded Liabilities set forth in Section 2.2(bClosing Date) below (the "Assumed Liabilities"). The Assumed , other than the Excluded Liabilities include, but are not limited to, the followingas set forth in Section 2.02(b) below:

Appears in 1 contract

Samples: Asset Purchase Agreement (Comtech Telecommunications Corp /De/)

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions set forth in this Agreement, the Buyer will assume, and agree to pay, perform and discharge when due, any and all of the Liabilities of the Seller and the Asset Selling Subsidiaries to the extent relating to or arising exclusively out of the Business or the Purchased Assets, other than the Excluded Liabilities set forth in Section 2.2(b) below (the "Assumed Liabilities"). The Assumed Liabilities include, but are not limited to, the following:

Appears in 1 contract

Samples: Agreement (Novartis Ag)

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Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement and other than the Excluded Liabilities (including for this purpose Section 2.02(b)(iv)) set forth in Section 2.02(b) below, the Buyer will Purchaser shall assume, and agree to pay, perform and discharge when due, any and all of the following Liabilities of the Seller and the Asset Selling Subsidiaries to the extent directly and solely relating to or arising exclusively out of the Business or and/or the Purchased Assets, other than the Excluded Liabilities set forth in Section 2.2(b) below Assets (the "Assumed Liabilities"). The Assumed Liabilities include, but are not limited to, the following:”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Comarco Inc)

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