Assumption of Assumed Liabilities; Retention of Retained Liabilities. (a) As of 12:01 a.m. on the Closing Date, Purchaser shall (or shall cause one or more of its wholly owned Subsidiaries designated by Purchaser not less than 5 Business Days prior to the Closing Date to) assume and become obligated to pay, perform and discharge when due, the following Liabilities, whether accrued or arising before, on or after the Closing Date (such Liabilities, the “Assumed Liabilities”):
(i) all Liabilities relating to the Assets or the Business to the extent arising from or relating to any event, circumstance or condition occurring on or after the Closing Date;
(ii) all Liabilities under the Assumed Contracts and the Shared Contracts, excluding any liability or obligation relating to or arising out of such Assumed Contracts or Shared Contracts, as applicable, as a result of (A) any breach of such Assumed Contracts or Shared Contracts occurring prior to the Closing Date, or (B) any violation of law, breach of warranty, tort or infringement occurring prior to the Closing Date;
(iii) all accounts payable and accrued expenses of the Business not related to an Assumed Contract or a Shared Contract, to the extent reflected on the Closing Statement;
(iv) all Liabilities relating to Transferred Employees that are to be assumed by Purchaser pursuant to Article VI;
(v) all product liability, professional liability or any other claims arising out of the sale and/or use of products or services sold following the Closing in connection with the Business (regardless of when manufactured or provided);
(vi) subject to Section 6.01(e), (x) all amounts that become payable pursuant to and in accordance with each Change of Control Agreement and (y) bonus payments to the Transferred Employees identified on Section 2.02(a)(vi) of the Seller Disclosure Schedule to the extent such bonus payments become payable to such Transferred Employees following the Closing under the terms of the VeriSign Performance Plan; and
(vii) all Liabilities identified in Section 2.02(a)(vii) of the Seller Disclosure Schedule.
(b) Seller or the relevant Subsidiary shall retain, and shall be fully responsible for paying, performing and discharging when due, and Purchaser shall not assume or have any responsibility for, any Liabilities of Seller and its Subsidiaries other than the Assumed Liabilities (the “Retained Liabilities”), including the following:
(i) any Liability arising out of or relating to the Excluded Assets;
(ii) any of Seller’s Liabilities for expenses and fees incident t...
Assumption of Assumed Liabilities; Retention of Retained Liabilities. (a) At the Closing, Purchaser shall (or shall cause one or more of its Affiliates designated by Purchaser in writing not less than five (5) Business Days prior to the Closing Date to) assume and become obligated to pay, perform and discharge, when due, all Assumed Liabilities. For the avoidance of doubt, the Liabilities of the Transferred Entities constituting Assumed Liabilities shall be assumed by Purchaser automatically by operation of Law upon the sale of the Battery Company Equity Interests.
(b) At the Closing, Seller and its applicable Subsidiaries, as the case may be, shall keep or assume at the Closing and remain or become at the Closing obligated to pay, perform and discharge when due all Retained Liabilities.
Assumption of Assumed Liabilities; Retention of Retained Liabilities. Upon the terms and subject to the conditions of this Agreement, on the Closing Date, (a) Buyer shall assume the Assumed Liabilities (other than Assumed Liabilities that are Liabilities solely of the Transferred FH Companies or their Closing Subsidiaries) and (b) Seller, the applicable FH Share Seller or one of its Affiliates shall assume all Retained Liabilities of any Transferred FH Companies or their Closing Subsidiaries.
Assumption of Assumed Liabilities; Retention of Retained Liabilities. (a) At the Closing, Purchaser shall (or shall cause one or more of its Affiliates designated by Purchaser in writing not less than five (5) Business Days prior to the Closing Date to) assume and become obligated to pay, perform and discharge, when due, all Assumed Liabilities. For the avoidance of doubt, the Liabilities of the Transferred Entities constituting Assumed Liabilities shall be assumed, directly or indirectly, by Purchaser automatically by operation of Law upon the sale of the Auto Care Company Equity Interests.
(b) At the Closing, Seller and its applicable Subsidiaries, as the case may be, shall keep or assume at the Closing and remain or become at the Closing obligated to pay, perform and discharge when due all Retained Liabilities.
Assumption of Assumed Liabilities; Retention of Retained Liabilities. (a) Purchaser shall assume all Assumed Liabilities at the Closing, and shall pay, perform and discharge the Assumed Liabilities when due.
(b) At the Closing, Seller and its applicable Subsidiaries, as the case may be, shall retain, and remain obligated to pay, perform and discharge when due, all Retained Liabilities.
Assumption of Assumed Liabilities; Retention of Retained Liabilities. (a) At the Closing, Purchaser shall (or shall cause one or more of its Affiliates designated by Purchaser in writing pursuant to Section 2.01(a) to) by virtue of the acquisition of the Transferred Entities indirectly assume all Assumed Liabilities of such Transferred Entities. For the avoidance of doubt, the Liabilities of the Transferred Entities constituting Assumed Liabilities shall be assumed by Purchaser automatically by operation of Law upon the sale and transfer of the Varta Company Equity Interests.
(b) At the Closing, Seller and its applicable Subsidiaries, as the case may be, shall keep or assume at the Closing and remain or become at the Closing obligated to pay, perform and discharge when due all Retained Liabilities.
Assumption of Assumed Liabilities; Retention of Retained Liabilities. (a) At the First Closing, Purchaser shall (or shall cause one or more of its Affiliates designated by Purchaser in writing not less than five (5) Business Days prior to the First Closing Date to) assume and become obligated to pay, perform and discharge when due, all Assumed HHI Liabilities.
(b) At the Second Closing, Purchaser shall (or shall cause one or more of its Affiliates designated by Purchaser in writing not less than five (5) Business Days prior to the Second Closing Date to) assume and become obligated to pay, perform and discharge when due, all Assumed TLM Liabilities.
(c) At the applicable Closing, Seller and its applicable Subsidiaries, as the case may be, shall keep or assume at the applicable Closing and remain or become at the applicable Closing obligated to pay, perform and discharge when due all Retained Liabilities.
Assumption of Assumed Liabilities; Retention of Retained Liabilities. (a) Purchaser shall (or shall cause one or more of its Subsidiaries designated by Purchaser in writing to Seller not less than three (3) Business Days prior to the Closing Date to) assume all Assumed Liabilities at the Closing, and shall pay, perform and discharge the Assumed Liabilities when due.
(b) At the Closing, Seller and its applicable Subsidiaries, as the case may be, shall retain, and remain obligated to pay, perform and discharge when due, all Retained Liabilities.
Assumption of Assumed Liabilities; Retention of Retained Liabilities. Upon the terms and subject to the satisfaction or waiver, if permissible, of the conditions set forth in this Agreement and subject to the exclusions set forth in Section 2.2(b), at the Closing, in connection with the sale of the Transferred Assets, the Sellers shall assign (or shall cause to be assigned) and the Purchaser shall assume and thereafter pay, perform and discharge in accordance with their terms, solely the following Liabilities of the Seller Parties or any of their Subsidiaries (other than the Transferred Companies) (collectively, the “Assumed Liabilities”):
(i) all Liabilities to the extent arising out of or relating to the use of the Transferred Assets on or after the Closing Date;
Assumption of Assumed Liabilities; Retention of Retained Liabilities. Upon the terms and subject to the satisfaction or waiver, if permissible, of the conditions set forth in this Agreement and subject to the exclusions set forth in Section 2.2(b), at the Closing, in connection with the sale of the Transferred Assets, the Sellers shall assign (or shall cause to be assigned) and the Purchaser shall assume and thereafter pay, perform and discharge in accordance with their terms, solely the following Liabilities of the Seller Parties or any of their Subsidiaries (other than the Transferred Companies) (collectively, the “Assumed Liabilities”):
(i) all Liabilities to the extent arising out of or relating to the use of the Transferred Assets on or after the Closing Date;
(ii) all Liabilities under the Assigned Contracts and any Contracts included in the RBS Related Assets, whether arising prior to or after the Closing;
(iii) all other Liabilities expressly assumed by the Purchaser or for which the Purchaser expressly has agreed to be liable, in any case, pursuant to this Agreement; and
(iv) all Liabilities to the extent reflected on the Final Closing Balance Sheet.
