Common use of Assumption of Certain Liabilities and Obligations Clause in Contracts

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. 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 Closing Date and only with respect to events, conditions, actions or circumstances first arising after the Effective Closing 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 Closing Date (collectively, the “Assumed Liabilities”). Notwithstanding the foregoing, Buyer will not assume or be liable for any Liabilities arising in connection with the Product and the Purchased Assets manufactured 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”).