Common use of Assumption of Assumed Liabilities; Excluded Liabilities Clause in Contracts

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”): (i) all of the Liabilities arising under or relating to the Telair U.S. Assets, whether arising prior to or following the Closing; and (ii) all of the Liabilities assumed by Buyer pursuant to Section 5.4 and all of the other Liabilities relating to the Transferred Employees. Buyer’s obligations under this Section 2.3 will not be subject to offset or reduction by reason of any actual or alleged breach of any representation, warranty or covenant contained in this Agreement or the Ancillary Agreements or any closing or other document contemplated by this Agreement or the Ancillary Agreements, any right or alleged right of indemnification hereunder or for any other reason. (b) Any Liability of Sellers to the extent it is not an Assumed Liability is an excluded liability (collectively, the “Excluded Liabilities”), and Buyer and its Affiliates will not assume or be obligated to pay, discharge, satisfy or perform any such debts, liabilities or obligations. Without limiting the generality of the foregoing, the following are Excluded Liabilities and Buyer and its Affiliates will not assume or be obligated to pay, discharge, satisfy or perform any of the following Liabilities: (i) all of the Liabilities arising under or relating to any Excluded Assets, whether arising prior to or following the Closing; (ii) all of the Liabilities arising under or relating to any Seller Benefit Plan unless expressly assumed by Buyer pursuant to Section 5.4; and (iii) all loans, advances or other Liabilities or obligations by either Seller to any Affiliate of Sellers.

Assumption of Assumed Liabilities; Excluded Liabilities. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer AIA assumes and hereafter shall assume from Sellers, as applicable, and fully pay, discharge, satisfy perform and perform discharge when due, due only the following debts, liabilities, and obligations Liabilities of Myrexis under the Transferred Contracts (collectively, the “Assumed Liabilities”): ); provided, however, that the Assumed Liabilities do not include any Liabilities under the Transferred Contracts or otherwise that arise from (i) all 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 under after the Effective Date out of, in connection with, or relating to the Telair U.S. Assets, whether arising prior to or following the Closing; and (ii) all further conduct of the Liabilities assumed by Buyer pursuant Programs, including but not limited to Section 5.4 any costs associated with further development efforts and all costs of the other Liabilities relating preparation, filing, prosecution and maintenance of Intellectual Property Rights and costs related to the Transferred Employeesstorage and maintenance of Inventory (the “Ongoing Program Liabilities”). Buyer’s obligations under this Section 2.3 will not be subject to offset or reduction by reason of Notwithstanding any actual or alleged breach of any representation, warranty or covenant contained provision in this Agreement or any other writing to the Ancillary Agreements contrary, other than the Assumed Liabilities and the Ongoing Program Liabilities, AIA is not assuming and shall not assume or any closing or other document contemplated by this Agreement or the Ancillary Agreements, any right or alleged right of indemnification hereunder or otherwise be responsible for any other reason. (b) Any Liability Liabilities or indebtedness whether of Sellers to Myrexis or of any Affiliate of Myrexis, any predecessor of same or any prior owner of all or part of the extent it is not an Assumed Liability is an excluded liability Programs or the Conveyed Assets (collectively, the “Excluded Liabilities”). Myrexis shall remain responsible for the Excluded Liabilities, which shall be paid, performed and Buyer and its Affiliates will not assume or be obligated to pay, discharge, satisfy or perform any such debts, liabilities or obligationsdischarged by Myrexis. Without limiting the generality of the foregoing, the following are Excluded Liabilities means every Liability of Myrexis other than the Assumed Liabilities and Buyer and its Affiliates will not assume the Ongoing Program Liabilities, including, without limitation, any Liability of Myrexis under the Agreement or be obligated to pay, discharge, satisfy or perform on account of any of the following 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 benefits, fringe benefits, long-term disability benefits, life insurance benefits, or duties, obligations or liabilities arising under any employee benefit plan, policy or practice, relating to Employees of Myrexis or other amounts due to any Employees of Myrexis, including under all Employee Compensation Arrangements; Tax Excluded Liabilities:; all accounts payable or other accrued expenses of Myrexis arising out of activities related to the Programs prior to the Effective Date; and all indebtedness of Myrexis for borrowed money, all amounts owed by and obligations of Myrexis evidenced by notes, bonds, debentures or other similar instruments, all amounts owed by and all obligations of Myrexis as lessee under leases that have been recorded as capital leases, in accordance with generally accepted accounting principles as applied in the United States, all liabilities and obligations, contingent or otherwise, under acceptances, letters of credit or similar facilities, all obligations under conditional or installment sale or other title retention Contracts relating to purchased property, and all guarantees of any of the foregoing of another Person, other than the Assumed Liabilities and the Ongoing Program Liabilities. (ib) For a period of six (6) months after the Effective Date (the “Indemnification Period”), Myrexis agrees to indemnify and hold harmless AIA for any Excluded Liabilities that are asserted against AIA by any Third Party during the Indemnification Period, up to a maximum, for all such claims, of Fifty Thousand Dollars ($50,000). Myrexis agrees promptly after the Effective Date to deposit such amount under a mutually acceptable escrow arrangement, and any funds remaining in escrow at the expiration of the Liabilities arising under or relating Indemnification Period shall be returned by the escrow agent to any Excluded Assets, whether arising prior to or following the Closing;Myrexis. (iic) all In order to help defray for a brief period of time after the Effective Date certain of the Liabilities arising under or relating Ongoing Program Liabilities, Myrexis also agrees to any Seller Benefit Plan unless expressly assumed by Buyer pursuant pay AIA on the Effective Date the amount of Four Thousand Dollars ($4,000) in Inventory storage costs, which amount is to be in addition to the Settlement Payment set forth in Section 5.4; and (iii) all loans, advances or other Liabilities or obligations by either Seller to any Affiliate 1 of Sellersthe Agreement.

Assumption of Assumed Liabilities; Excluded Liabilities. (a) Upon Except as provided in Section 2.4(b) or in the terms and subject to the conditions set forth in this Transition Services Agreement, at Purchaser shall not assume, in connection with the Closingtransactions contemplated hereby, Buyer shall assume from Sellersany 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 fully timely pay or satisfy all such liabilities and obligations (such liabilities and obligations, together with the Specifically Excluded Liabilities, the “Excluded Liabilities”). (b) Effective as of the Closing, Purchaser shall assume the following liabilities and obligations of Seller and Shareholder and shall pay, discharge, satisfy perform and perform discharge when due, due the following debts, liabilities, liabilities and obligations of Seller and Shareholder (collectively, the “Assumed Liabilities”): (i) all the liabilities and obligations of Seller and Shareholder under each Assumed Contract, to the extent such liabilities and obligations are not required to be performed on or prior to the Closing Date, are disclosed on the face of such Assumed Contract (or, with respect to any oral Contract, the material terms of which are described on Schedule 4.13), and accrue and relate to the operations of the Liabilities arising under or relating Business subsequent to the Telair U.S. Assets, whether arising prior Closing Date and to the extent that they do not arise in connection with any breach of such Contract by Seller or following Shareholder before the Closing; and (ii) all of the Current Liabilities assumed by Buyer pursuant to Section 5.4 and all of the other Liabilities relating to the Transferred Employees. Buyer’s obligations under this Section 2.3 will not be subject to offset or reduction by reason of any actual or alleged breach of any representation, warranty or covenant contained extent and in this Agreement or the Ancillary Agreements or any closing or other document contemplated by this Agreement or amount reflected on the Ancillary Agreements, any right or alleged right of indemnification hereunder or for any other reasonFinal Net Working Capital Statement. (bc) Any Liability of Sellers to the extent it is not an Assumed Liability is an excluded liability (collectively, the “Excluded Liabilities”)Specifically, and Buyer and its Affiliates will not assume or be obligated to pay, discharge, satisfy or perform without in any such debts, liabilities or obligations. Without way limiting the generality of Section 2.4(a) the foregoingAssumed Liabilities shall not include, the following are Excluded Liabilities and Buyer and its Affiliates will not assume or be obligated in no event shall Purchaser assume, agree to pay, dischargedischarge or satisfy any liability or obligation hereunder or otherwise have any responsibility for any liability or obligation of Shareholder, satisfy Seller or perform any of the following Business (together with all other liabilities that are not Assumed Liabilities:, the “Specifically Excluded Liabilities”): (i) All liabilities and obligations of Seller and Shareholder (if any) under the Contracts of Seller which are not Assumed Contracts (the “Excluded Contracts”), including, without limitation, (1) any and all lease and service agreements related to the Leased Real Property and (2) any agreements listed on Schedule 2.4(c)(i); (ii) relating to any liability or obligation (including accounts payable) owed to Shareholder or any Affiliate of Seller or Shareholder; (iii) Taxes with respect to any period; (iv) any current liabilities related to employment-related costs (e.g. salary and wages) and expenses, including employment Taxes; (v) for indebtedness (except as set forth in Section 2.4(b)(ii)) or relating to guarantees of any indebtedness of any Person; (vi) relating to, resulting from or arising out of, (1) claims made against Seller or Shareholder in pending or future suits, actions, investigations or other legal, governmental or administrative proceedings or (2) claims against Seller or Shareholder based on violations of Law (including any Environmental Law, workers’ compensation, employment practices or health and safety matters), breach of Contract, or any other actual or alleged failure of Seller to perform any obligation (under any Law or Contract), in the case of clauses (1) and (2) above to the extent arising out of (w) acts or omissions of Seller or Shareholder that shall have occurred, (x) services performed by Seller or Shareholder or products sold by Seller or Shareholder, (y) the ownership or use of the Assets by Seller or Shareholder or (z) the operation of the Business by Seller or Shareholder, in each case before the Closing and in each case except to the extent and in the amount each such liability or obligation is included in the calculation of Current Liabilities in the Final Net Working Capital Statement; (vii) pertaining to any Excluded Asset relating to, resulting from or arising out of any non-Business operation of Seller or Shareholder or out of any former operation of Seller or Shareholder that has been discontinued; (viii) under or relating to any Excluded AssetsEmployee Benefit Plan of Seller or any ERISA Affiliate including any obligation or liability thereunder to make any payment or payments to any Person, including any Governmental Entity, as a result of the transactions contemplated hereby, whether arising or not such liability or obligation arises prior to to, on or following the ClosingClosing Date; (iiix) arising or incurred in connection with the negotiation, preparation and execution hereof and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Seller or Shareholder. (d) Such Specifically Excluded Liabilities shall include all claims, actions, litigation and proceedings to the extent relating to any or all of the Liabilities foregoing and to the extent arising under out of any action or relating to any inaction of Seller Benefit Plan unless expressly assumed by Buyer pursuant to Section 5.4; and (iii) or Shareholder before Closing, and all loanscosts and expenses in connection therewith. Seller or Shareholder, advances or other Liabilities or obligations by either Seller to any Affiliate of Sellersas applicable, shall timely pay, perform and discharge all Excluded Liabilities.