Assumption of Certain Liabilities and Obligations. (a) Buyer will assume, be responsible for and pay, perform and/or otherwise discharge when due those Liabilities (including any Liabilities arising in respect of Taxes) directly arising out of or in connection with or directly related to (x) the Transferred Assets, the use thereof, or the use of the Product Technology by or on behalf of Buyer or its Affiliates or their respective agents or assignees on or after the Closing Date and (y) the marketing, sale or use of the Products by or on behalf of Buyer or its Affiliates or their respective agents or assignees on or after the Closing Date; provided that, for the avoidance of doubt, such Assumed Liabilities shall include: (i) Liabilities arising from any patent infringement claim or lawsuit brought by any third party, the FDA or any other Governmental Entity, in all cases only to the extent that they relate to Product sold on or after the Closing Date; (ii) Liabilities arising from any FDA or any other Governmental Entity action or notification only to the extent that such Liabilities relate to Product sold by or on behalf of Buyer or its Affiliates; (iii) Liabilities arising from any product liability claims relating to Product sold by Buyer or its agents or assignees, except to the extent the Manufacturer (as defined in the Supply Agreement) is liable for such Liabilities pursuant to the Supply Agreement on or after the Closing; (iv) Liabilities arising on or after the Closing Date from any plan of Risk Evaluation and Mitigation Strategies to the extent relating to any of the Products sold by Buyer or its Affiliates, or their respective agents or assignees; and (v) subject to the terms set forth in Appendix III solely with respect to the Transition Products, state and federal Medicaid/Medicare rebates and payments, and all credits, chargebacks, rebates, discounts, allowances, incentives and similar payments in connection with the sale of Products on or after the Closing Date by or on behalf of Buyer or its Affiliates (collectively, the “Assumed Liabilities”).
Assumption of Certain Liabilities and Obligations. From and after the Closing, Buyer will assume, be responsible for and pay, perform and discharge when due only those Liabilities (including any Liabilities for taxes owed by Buyer) in connection with the Purchased Assets, the use thereof and the later sale of any Product by Buyer arising from and after the Effective Date and only with respect to events, conditions, actions or circumstances first arising after the Effective Date, including but not limited to (i) Liabilities arising from any patent or trademark infringement claim or lawsuit brought by any Third Party, (ii) any product liability claim, and (iii) Liabilities arising from FDA or any other Governmental Entity action or notification after the Effective Date (collectively, the “Assumed Liabilities”). Buyer will not assume or be liable for any Liabilities arising in connection with the Product and the Purchased Assets prior to the Closing Date, including Liabilities resulting from Third Party agreements of Seller or its Affiliates and Third Party claims arising out of acts or omissions of Seller prior to Closing Date (collectively, the “Excluded Liabilities”).
Assumption of Certain Liabilities and Obligations. As of the Closing Date, Ampio shall assume control of, and responsibility for, all costs, obligations and Liabilities arising from or related to the Purchased Assets that relate to the period on or following the Closing (“Assumed Liabilities”). For greater certainty, the Assumed Liabilities shall include all of VIB’s liabilities and obligations under the NDA Agreement and Ampio agrees to be responsible for the full performance and discharge of all of VIB’s obligations, duties and responsibilities under the NDA Agreement, in each case arising from and after the Closing Date.
Assumption of Certain Liabilities and Obligations. (a)On the terms and subject to the conditions set forth in this Agreement and subject to Section 2.4, effective as of the effective time on the Closing Date, Buyer shall assume, become responsible for, and thereafter timely pay, perform and otherwise discharge, in accordance with their respective terms, all Liabilities of Seller, to the extent arising out of or in connection with or related to the Business to the extent, except as otherwise expressly set forth to the contrary below, arising or occurring on or after the effective time on the Closing Date (whether accrued or unaccrued, fixed, known or unknown, absolute or contingent, matured or unmatured or determined or determinable as of the effective time on the Closing Date), including the following Liabilities (collectively, the “Assumed Liabilities”):
Assumption of Certain Liabilities and Obligations. (a) Purchaser shall assume, be responsible for and pay, perform and discharge when due all Liabilities (including any Liabilities arising in respect of Taxes) arising from the ownership, possession and/or use after the Closing of the Purchased Assets by Purchaser, its Affiliates, successors or assigns and the sale of the Product in the Territory by Purchaser, its Affiliates, successors or assigns, including (i) any Liabilities arising from any product liability or patent or trademark infringement claim or lawsuit brought by any third party, the FDA or any other Governmental Entity with respect to the activities of, or sales of the Product by, Purchaser, its Affiliates, successors or assigns after the Closing, (ii) any Liabilities arising from any FDA or any other Governmental Entity action or notification with respect to the activities of, or sales of the Products by, Purchaser, its Affiliates, successors or assigns after the Closing, and (iii) any Liabilities under the Assigned Contracts and the Assumed Contractual Obligations arising or resulting from events, occurrences or circumstances after the Closing (collectively, the “Assumed Liabilities”).
Assumption of Certain Liabilities and Obligations. As of the Closing Date, Buyer will assume, be responsible for and pay, perform and discharge when due, any and all Liabilities arising from the ownership or use of the Transferred Assets by Buyer from and after the Closing Date, including the following (collectively, the “Assumed Liabilities”):
Assumption of Certain Liabilities and Obligations. (a) Subject to Sections 2.5(b), 5.5, 5.6, 5.7 and 5.8, Buyer will assume, be responsible for and pay, perform and discharge when due, any and all Liabilities arising from the ownership or use of the Purchased Assets from and after the Closing Date (the “Assumed Liabilities”). For the avoidance of doubt, Assumed Liabilities shall include Liabilities that become owed to Third Parties after the Closing as a result of Buyer’s post-Closing activities with respect to the Purchased Assets, including Liabilities arising from the use of inventory manufactured after the Closing; provided, however, that Liabilities resulting from any product liability or similar claims arising from the unexpired inventory manufactured prior to the Closing, used in the ordinary course following the Closing and transferred to Buyer pursuant to Section 2.3(c) shall be an Excluded Liability (as defined below).
Assumption of Certain Liabilities and Obligations. Subject to the terms and conditions set forth herein (including Sections 4.2 and 4.10 hereof), Buyer shall assume and be obligated to discharge (i) all contractual liabilities and obligations of Sellers relating to the time period after the First Closing under the Transferred Agreements and (ii) any additional liabilities specifically identified on Schedule 1.4(ii) (collectively, the “Assumed Liabilities”), but in each case only to the extent that the same relate to the Assets. Buyer acknowledges and agrees that, after the First Closing, except as otherwise specifically provided herein or in the Co-Location Agreement, Buyer shall be solely responsible for the Assets and all liabilities arising out of the use of the Assets, and Sellers shall have no responsibility or liability therefor.
Assumption of Certain Liabilities and Obligations. The liabilities of ------------------------------------------------- Seller being assumed and to be paid, and the obligations of Seller to be performed or discharged, by Buyer are those and only those set forth herein (the "Assumed Obligations"):
Assumption of Certain Liabilities and Obligations. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 2.4, effective as of the Closing, Buyer shall assume, become responsible for, and thereafter timely pay, perform and otherwise discharge, in accordance with their respective terms, all Liabilities, to the extent arising out of or in connection with or related to the Business, the Products or a Development Product occurring on or after the Closing Date (whether accrued or unaccrued, fixed, known or unknown, absolute or contingent, matured or unmatured or determined or determinable as of the Closing Date), including the following Liabilities (collectively, the “Assumed Liabilities”):
