Assumption of Assumed Liabilities; Retention of Retained Liabilities. (a) On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall assume and become obligated to pay, perform and discharge when due, the following Liabilities of Seller or any Seller Subsidiary, whether accrued or arising before, on or after the Closing, but in each case excluding the Retained Liabilities (such Liabilities, the “Assumed Liabilities”):
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”):
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.
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. 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”):
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.
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.
Assumption of Assumed Liabilities; Retention of Retained Liabilities. (a) On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser shall (or shall cause one or more of the Purchasing Subsidiaries designated by the Purchaser not less than ten (10) Business Days prior to the Closing Date to) assume and become obligated to pay, perform and discharge when due, each of the following Liabilities, excluding the Retained Liabilities (the "Assumed 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.
Assumption of Assumed Liabilities; Retention of Retained Liabilities. (a) On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser (or, as applicable, one or more wholly owned Subsidiaries of Purchaser designated by Purchaser not less than ten (10) Business Days prior to the Closing Date) shall assume and become obligated to pay, perform and discharge when due, the following Liabilities of Seller and its Affiliates, whether accrued or arising before, on or after the Closing Date (such Liabilities, the “Assumed Liabilities”):
