Common use of Assumption of Assumed Liabilities Clause in Contracts

Assumption of Assumed Liabilities. (a) Except as provided in Section 2.3(b) and notwithstanding anything to the contrary contained herein, the Purchaser shall not assume, in connection with the transactions contemplated hereby, any liability or obligation of the Seller whatsoever, whether known or unknown, disclosed or undisclosed, accrued or hereafter arising, absolute or contingent, and the Seller shall retain responsibility for all such liabilities and obligations. (b) Effective as of the Closing, the Purchaser shall assume the following liabilities and obligations of the Seller (collectively, the “Assumed Liabilities”): (i) the obligations of the Seller under each Assumed Contract, except to the extent such obligations are required to be performed on or prior to the Closing Date, are not disclosed on the face of such Assumed Contract (except for any ordinary course operating and procedural changes), or accrue and relate to the operation of the Seller’s business prior to the Closing Date; (ii) the current liabilities of the Seller included in the Final Working Capital Schedule; (iii) trade accounts payable; (iv) liabilities relating to any Transferred Employee in respect of the period after the Closing Date, to the extent arising out of or related to such Transferred Employee’s employment with Purchaser after the Closing Date.

Assumption of Assumed Liabilities. In addition to the payment of the Purchase Price, at the Closing Buyer shall assume and become responsible for the Liabilities set forth in this Section 1.3 (collectively, the "Assumed Liabilities"), which such Assumed Liabilities shall be assigned by Seller and Parent, as the case may be, and assumed by Buyer pursuant to the terms of this Agreement together with the terms of an assignment and assumption agreement substantially in the form attached hereto as Exhibit A (the "Assignment and Assumption Agreement"): (a) Except as provided in Section 2.3(b) the obligations and notwithstanding anything to the contrary contained herein, the Purchaser shall not assume, in connection with the transactions contemplated hereby, any liability or obligation Liabilities of the Seller whatsoeverBusiness that arise, whether known are incurred, or unknown, disclosed or undisclosed, accrued or hereafter arising, absolute or contingent, and relate to time periods after the Seller shall retain responsibility for all such liabilities and obligations.Closing; (b) Effective as of the Closing, Environmental Liabilities related to the Purchaser shall assume Owned Real Property and the following liabilities and obligations of the Seller (collectively, the “Assumed Liabilities”):Leased Real Property; (ic) the obligations all Liabilities for Ordinary Course of the Business warranty claims with respect to products manufactured or sold by Seller under each Assumed Contract, except to the extent such obligations are required to be performed on or prior to the Closing Date, are not disclosed on the face of such Assumed Contract (except for any ordinary course operating and procedural changes), or accrue and relate to the operation of the Seller’s business prior to the Closing Date; (iid) the current liabilities of the Seller included all Liabilities under and pursuant to purchase orders placed in the Final Working Capital ScheduleOrdinary Course of Business; (iiie) trade accounts payable; (iv) liabilities relating to any Transferred Employee in respect of the period after the Closing Date, to the extent all obligations and Liabilities arising out of or related to such Transferred Employee’s employment compliance with Purchaser the provisions of the ELUR after the Closing DateClosing; and (f) the obligations and Liabilities expressly set forth in Schedule 1.3(f).

Assumption of Assumed Liabilities. (a) Except as provided in Section 2.3(b) On the terms and notwithstanding anything subject to the contrary contained herein, the Purchaser shall not assume, in connection with the transactions contemplated hereby, any liability or obligation conditions of the Seller whatsoever, whether known or unknown, disclosed or undisclosed, accrued or hereafter arising, absolute or contingent, this Agreement and the Seller shall retain responsibility for all such liabilities and obligations. (b) Effective as of Sale Order, at the Closing, the Purchaser Buyer shall assume from Seller, and Seller shall irrevocably convey, transfer, and assign to Buyer, the following liabilities and obligations Liabilities arising from or relating to the conduct of the Seller Business solely in respect of the Continuing Retail Stores, without duplication and only to the extent not paid prior to the Closing (collectively, the “Assumed Liabilities”): (ia) the obligations of the Seller all Cure Amounts under each any and all Assumed Contract, Contracts (except to the extent such obligations are required to be performed on or prior otherwise negotiated by Buyer and non-Debtor third-parties); (b) Liabilities under the Assumed Contracts and Assumed Permits arising from and after the Closing Date as well as any Liabilities to the Closing Date, are not disclosed on extent arising out of the face of such Assumed Contract (except for any ordinary course operating and procedural changes), Purchased Assets or accrue and relate to the operation of the Seller’s business prior to Business solely in respect of the Continuing Retail Stores, in each case, arising from and after the Closing Date; (c) Transfer Taxes in accordance with Section 6.5; and (d) (i) all unpaid and outstanding ad valorem Taxes on the personal property that constitutes a part of the Purchased Assets and (ii) to the current liabilities extent required to be paid or assumed in connection with the assumption of the Seller any Lease for a Continuing Retail Store included in the Final Working Capital Schedule; (iii) trade accounts payable; (iv) liabilities relating to any Transferred Employee in respect of Assumed Contracts, unpaid and outstanding ad valorem Taxes on the period after the Closing Date, to the extent arising out of or related to real property at such Transferred Employee’s employment with Purchaser after the Closing DateContinuing Retail Store.

Assumption of Assumed Liabilities. (a) Except as provided in Section 2.3(b) and notwithstanding anything to the contrary contained herein), the Purchaser shall not assume, in connection with the transactions contemplated hereby, any liability or obligation of the Seller whatsoever, whether known or unknown, disclosed or undisclosed, accrued or hereafter arising, absolute or contingent, and the Seller shall retain responsibility for all such liabilities and obligations. (b) Effective as of the Closing, the Purchaser shall assume the following liabilities and obligations of the Seller (collectively, the “Assumed Liabilities”): (i) the obligations of the Seller under each Assumed Contract, except to the extent such obligations are required to be performed on or prior to the Closing Date, are not disclosed on the face of such Assumed Contract (except for any ordinary course operating and procedural changes)Contract, or accrue and relate to the operation of the Seller’s business Business prior to the Closing Date; (ii) the current liabilities of the Seller included accrued on the Preliminary Financial Statements and current liabilities of the Seller incurred in the Final Working Capital Schedule;ordinary course of business after the date of the Preliminary Financial Statements and on or before the Closing Date; and (iii) trade accounts payable; those debt obligations and other liabilities of Seller set forth on Exhibit 2.3(b)(iii) (iv) liabilities relating to any Transferred Employee in respect of the period after the Closing Date, to the extent arising out of or related to such Transferred Employee’s employment with Purchaser after the Closing Date“Assumed Long-Term Liabilities”).

Assumption of Assumed Liabilities. (a) Except as expressly provided below in Section 2.3(b) and notwithstanding anything to the contrary contained hereinSections 2.4(a)–(d), the Purchaser shall not assume, in connection with the transactions contemplated hereby, any other liability or obligation of the any Seller whatsoeverof whatever nature, whether known or known, unknown, disclosed absolute, contingent or undisclosedotherwise, and whether accrued or hereafter arising, absolute or contingent, unaccrued. Upon the terms and subject to the Seller shall retain responsibility for all such liabilities and obligations. (b) Effective as conditions of the Closingthis Agreement, the Purchaser agrees that upon the effectiveness of the Closing it shall assume only the following obligations and liabilities and obligations of the Seller Sellers relating to the Business, the Facilities or the other Assets (collectively, the “Assumed Liabilities”): (a) (i) the liabilities and obligations of the Seller Sellers under the Assumed Contracts and the Licenses included in the Assets, but in each Assumed Contract, except case only to the extent such liabilities and obligations arise and are required to be performed on or after the Closing Date and do not relate to any obligation or liability incurred prior to the Closing Date, are not disclosed on and (ii) any liabilities or obligations under the face of such Assumed Contract (except for Contracts to provide any ordinary course operating and procedural changes)rebates, performance payments, volume incentives or accrue and relate to the operation of the Seller’s business prior to the Closing Dateother similar payments; (iib) the current liabilities Purchaser’s portion of the Seller included in the Final Working Capital Schedulepro-rated Taxes under Section 2.6(a); (iiic) trade accounts payable;the Remediation of Known On-Site Environmental Contamination and any Known Off-Site Migrated Environmental Contamination as required by Environmental Laws; and (ivd) liabilities relating to any Transferred Employee in respect of the period after the Closing Date, to the extent arising out of or related to such Transferred Employee’s employment with Purchaser after the Closing DateIndemnifiable Assumed Liabilities.

Assumption of Assumed Liabilities. (a) Except as provided in Section 2.3(b) and notwithstanding anything to for the contrary contained hereinAssumed Liabilities, the Purchaser shall not assume, in connection with the transactions contemplated hereby, any liability or obligation of with respect to the Seller Assets, the Division or the Business whatsoever, whether known and Seller or unknownParent, disclosed or undisclosedas the case may be, accrued or hereafter arising, absolute or contingent, shall be responsible for and the Seller shall retain responsibility for discharge and timely pay all such liabilities and obligations, whether or not accrued and whether or not disclosed. (b) Effective as of the Closing, the Purchaser shall assume the following liabilities and obligations of with respect to the Seller Assets, the Division and the Business (collectively, the “"Assumed Liabilities”"): (i) the obligations accounts payable of the Seller Division incurred in the operation of the Business to the extent but only to the extent such accounts payable arose in the ordinary course of business, consistent with past practice and, in accordance with their terms, are not past due on the Closing Date; and (ii) the obligations under each the Assumed Contract, except Contracts to the extent and only to the extent such obligations are not required to be performed on or prior to the Closing Date, are not disclosed on the face of such Assumed Contract (except for any ordinary course operating Contracts and procedural changes), or accrue and relate to the operation operations of the Seller’s business prior Business subsequent to the Closing Date;. (iic) the current Without limiting Parent's and Seller's indemnification obligations set forth in Section 7, Purchaser shall assume all liabilities of the Seller included in the Final Working Capital Schedule; (iii) trade accounts payable; (iv) liabilities relating and obligations with respect to any Transferred Employee in event, circumstance, or action with respect of the period after the Closing Date, to the extent arising out of or related Owned Real Property that first occurred subsequent to such Transferred Employee’s employment with Purchaser after the Closing Date.