Assumption of Assumed Liabilities; Excluded Liabilities. Buyer hereby assumes and will be liable for only the Assumed Liabilities. Buyer will not assume or be liable for any of the Excluded Liabilities. Seller shall pay, discharge and satisfy, as they become due, all Excluded Liabilities.
Assumption of Assumed Liabilities; Excluded Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, AIA assumes and hereafter shall pay, perform and discharge when due only the Liabilities of Myrexis under the Transferred Contracts (the “Assumed Liabilities”); provided, however, that the Assumed Liabilities do not include any Liabilities under the Transferred Contracts or otherwise that arise from (i) obligations accruing before, or arising from events occurring before, the Effective Date, (ii) the conduct of the Parties before the Effective Date, including without limitation, in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby, or (iii) Defaults thereunder or breaches thereof before the Effective Date, in each case whether a claim is made before, on or following the Effective Date. AIA further expressly assumes all Liabilities arising after the Effective Date out of, in connection with, or relating to the further conduct of the Programs, including but not limited to any costs associated with further development efforts and costs of the preparation, filing, prosecution and maintenance of Intellectual Property Rights and costs related to the storage and maintenance of Inventory (the “Ongoing Program Liabilities”). Notwithstanding any provision in this Agreement or any other writing to the contrary, other than the Assumed Liabilities and the Ongoing Program Liabilities, AIA is not assuming and shall not assume or otherwise be responsible for any other Liabilities or indebtedness whether of Myrexis or of any Affiliate of Myrexis, any predecessor of same or any prior owner of all or part of the Programs or the Conveyed Assets (collectively, the “Excluded Liabilities”). Myrexis shall remain responsible for the Excluded Liabilities, which shall be paid, performed and discharged by Myrexis. Without limiting the foregoing, Excluded Liabilities means every Liability of Myrexis other than the Assumed Liabilities and the Ongoing Program Liabilities, including, without limitation, any Liability of Myrexis under the Agreement or on account of any of the transactions contemplated hereby, including, without limitation, any Liability of Myrexis to attorneys, accountants, brokers, or others for services rendered or expenses incurred by or on behalf of the Myrexis in connection with the preparation, negotiation and execution of the Agreement; any wages, salaries, bonuses, commissions, vacation or holiday pay, post retirement medical ben...
Assumption of Assumed Liabilities; Excluded Liabilities. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall assume from Sellers, as applicable, and fully pay, discharge, satisfy and perform when due, the following debts, liabilities, and obligations (collectively, the “Assumed Liabilities”):
Assumption of Assumed Liabilities; Excluded Liabilities. (a) On the terms and subject to the conditions set forth in this Agreement, effective as of the applicable Transfer Date, Alimera shall assume, and shall pay, perform, satisfy and discharge (or cause to be paid, performed, satisfied and discharged on behalf of Alimera) when due, the applicable Assumed Liabilities. For clarity, the foregoing obligations apply to a Transferred Asset or Transferred Contract beginning on the Transfer Date for the particular Transferred Asset or Transferred Contract.
Assumption of Assumed Liabilities; Excluded Liabilities. (a) Except as provided in Section 2.4(b) or in the Transition Services Agreement, Purchaser shall not assume, in connection with the transactions contemplated hereby, any liability or obligation of Shareholder, Seller or the Business whatsoever, whether known or unknown, disclosed or undisclosed, accrued or hereafter arising, absolute or contingent, and Shareholder or Seller, as applicable, shall retain responsibility for and timely pay or satisfy all such liabilities and obligations (such liabilities and obligations, together with the Specifically Excluded Liabilities, the “Excluded Liabilities”).
Assumption of Assumed Liabilities; Excluded Liabilities. 4 Section 2.4 Purchase Price. 5 Section 2.5 Closing; Delivery and Payment. 5 Section 2.6 Post-Closing Adjustments. 7 Section 2.7 Taxes and Fees. 9 Section 2.8 Allocation of Purchase Price. 9 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 10 Section 3.1 Organization and Authority. 10 Section 3.2 No Conflict. 10 Section 3.3 Financial Information; No Undisclosed Liabilities. 11 Section 3.4 Absence of Certain Changes. 12 Section 3.5 Real Property. 12 Section 3.6 Business Assets. 13 Section 3.7 Litigation. 13 Section 3.8 Compliance with Law. 13 Section 3.9 Contracts. 14 Section 3.10 Consents and Approvals. 16 Section 3.11 Acquired Company Capital Stock; Joint Ventures. 16 Section 3.12 Collective Bargaining Agreements. 17
Assumption of Assumed Liabilities; Excluded Liabilities. Subject to the terms and conditions of this Agreement, as of the Closing Date, Buyers will deliver the Assignment and Assumption Agreement to Seller pursuant to which (a) Buyer 1 agrees to assume, satisfy, perform, pay, discharge and otherwise be responsible for that portion of the Assumed Liabilities arising from or relating to the Registered Intellectual Property, the Regulatory Approvals and the Product Data and (b) Buyer 2 agrees to assume, satisfy, perform, pay, discharge and otherwise be responsible for (i) the Aradigm Royalty Obligation and (ii) the Assumed Liabilities (other than the assumed Liabilities described in clause (a)), in each case, subject to and in accordance with their respective terms and conditions. Notwithstanding anything to the contrary set forth in this Agreement, Seller and its Affiliates shall retain and be responsible for all Excluded Liabilities.
Assumption of Assumed Liabilities; Excluded Liabilities
