Common use of Assumption of Certain Liabilities Clause in Contracts

Assumption of Certain Liabilities. On the terms of this Agreement, Purchaser (or an Affiliate of Purchaser designated by Purchaser in any conveyance document executed and delivered pursuant to this Agreement) shall assume only the liabilities and obligations set forth below, in each case solely to the extent arising after the Closing (the “Assumed Liabilities”): (a) The obligations and liabilities of Seller under or related to: (i) the Contracts (including with respect to any post-Closing breach or default under such contracts); (ii) the Leases (including with respect to any post-Closing breach or default under such Leases); and (iii) the Permits (including with respect to any post-Closing breach or default under such Permits), provided, however, that, notwithstanding anything to the contrary in this Agreement, Purchaser is not assuming any obligations or liabilities for (x) any breach or default under any Contract, Lease or Permit to the extent outstanding as of Closing or resulting from any event occurring at or before the Closing which, with the giving of notice or the passage of time or both, would result in a breach or default or (y) any infringement related to any Intellectual Property to the extent occurring at or before the Closing; and (b) All debts, obligations, liabilities, costs, expenses, and account payables attributable to, arising from or incurred in connection with the Business or its operations after the Closing. Purchaser is not assuming and shall not be deemed to have assumed any obligations or liabilities of Seller other than the Assumed Liabilities specifically described above. No assumption by Purchaser of any of the Assumed Liabilities shall relieve or be deemed to relieve Seller from any obligation or liability under this Agreement with respect to any representations, warranties or covenants by Seller to Purchaser.

Assumption of Certain Liabilities. On (a) Upon the terms of and subject to the conditions set forth in this Agreement, Purchaser (or an Affiliate of Purchaser designated by Purchaser in any conveyance document executed and delivered pursuant effective upon the Closing Date, CrossAmerica agrees to this Agreement) shall assume only the following liabilities and obligations set forth belowof Sellers (collectively, in each case solely to the extent arising after the Closing (the “Assumed Liabilities”): (ai) The all obligations and liabilities of Seller under or related to: the Assumed Contracts assumed by CrossAmerica on the Closing Date, but only to the extent that such obligations (i) are required pursuant to such Assumed Contracts to be performed after the Contracts Closing Date and (including with respect ii) do not arise from or relate to any post-breach by Sellers of any such Assumed Contracts or any event, circumstance or condition occurring or existing prior to the Closing Date that, with notice or lapse of time, would constitute or result in a breach or default under of any such contracts)Assumed Contracts; (ii) all Environmental Liabilities and other obligations relating to the Leases (including with respect UST Systems or the environmental condition of the Locations except for those Environmental Liabilities for which Sellers are responsible pursuant to any post-Closing breach or default under such Leases)the ERA; and (iii) all liabilities and obligations arising out of or based upon CrossAmerica’s ownership and operation of the Permits Assets from and after the Closing Date (including with respect to including, without limitation, any post-Closing breach taxes or default under such Permits), provided, however, that, notwithstanding anything assessments relating to the contrary in this Agreement, Purchaser is not assuming Assets for the portion of any obligations taxable period on or liabilities for (x) any breach or default under any Contract, Lease or Permit to the extent outstanding as of after such Closing or resulting from any event occurring at or before the Closing which, with the giving of notice or the passage of time or both, would result in a breach or default or (y) any infringement related to any Intellectual Property to the extent occurring at or before the Closing; andDate). (b) CrossAmerica shall assume only the liabilities expressly described in Section 1.4(a). All other obligations, debts, obligationstaxes, liabilities, costs, operating expenses, rent, utilities and account payables attributable toother liabilities of Sellers of any kind, arising from character or incurred in connection description, whether accrued, absolute, contingent or otherwise, whether associated with the Business Locations or its operations after the Closing. Purchaser is not assuming and other Assets or otherwise, shall not be deemed to have assumed any obligations or liabilities of Seller other than by CrossAmerica and shall be retained by Sellers (collectively, the Assumed Liabilities specifically described above. No assumption by Purchaser of any of the Assumed Liabilities shall relieve or be deemed to relieve Seller from any obligation or liability under this Agreement with respect to any representations, warranties or covenants by Seller to Purchaser“Excluded Liabilities”).

Assumption of Certain Liabilities. On (a) Subject to the terms satisfaction or waiver of this Agreement, Purchaser (or an Affiliate all of Purchaser designated by Purchaser in any conveyance document executed and delivered pursuant to this Agreement) shall assume only the liabilities and closing obligations set forth belowin Article 7 hereof, in each case solely as of the Closing Date, Buyer will assume and discharge all Liabilities directly relating to the extent arising Acquired Assets which Liabilities arise directly out of events first occurring or conditions first existing on or after the Closing Date (collectively, the “Assumed Liabilities”):). (ab) The obligations and liabilities Assumed Liabilities shall not include the “Excluded Liabilities”, which term means any Liability of a Seller under or related towhich is not expressly an Assumed Liability, including but not limited to the following Liabilities: (i1) any Liability not relating to or not arising out of the Contracts Business or the Acquired Assets, including any Liability exclusively relating to or exclusively arising out of the Excluded Assets; (including with respect to 2) any post-Closing breach Liability of Sellers for Taxes (except as provided for in Section 2.3(c) or default under such contractsconstituting Cure Amounts); (ii3) the Leases all indebtedness of a Seller for borrowed money, all accounts payable of a Seller (including with respect to except for Cure Amounts), and any post-Closing breach or default under such Leases); andclaims against Sellers that are not Assumed Liabilities; (iii4) the Permits (including with respect to any post-Closing breach or default under such Permits), provided, however, that, notwithstanding anything to the contrary in this Agreement, Purchaser is not assuming any obligations or liabilities for (x) any breach or default under any Contract, Lease or Permit to the extent outstanding as all Liabilities of Closing or resulting from any event occurring at or before the Closing which, with the giving of notice or the passage of time or both, would result in a breach or default or (y) any infringement related to any Intellectual Property to the extent occurring at or before the Closing; and (b) All debts, obligations, liabilities, costs, expenses, and account payables attributable to, arising from or incurred in connection with the Business or its operations after the Closing. Purchaser is not assuming and shall not be deemed to have assumed any obligations or liabilities of Seller other than the Assumed Liabilities specifically described above. No assumption by Purchaser of any of the Assumed Liabilities shall relieve or be deemed to relieve Seller from any obligation or liability Sellers under this Agreement with respect to or any representations, warranties Related Agreement and the transactions contemplated hereby or covenants by thereby; or (5) any Liability of a Seller to Purchaseror any of its Affiliates under any Employee Benefit Plan.

Assumption of Certain Liabilities. On the terms of this Agreement, Purchaser (or an Affiliate of Purchaser designated by Purchaser in any conveyance document executed and delivered pursuant to this Agreement) shall assume only the liabilities and obligations set forth below, in each case solely to the extent arising after the Closing (the “Assumed Liabilities”): (a) The Purchaser agrees to assume, as at the Closing Date, and to pay or perform, in accordance with their terms, each of the following obligations and liabilities of Seller under or related to:(collectively, the "Assumed Liabilities"): (i) Seller's accrued obligations for current year vacation and holiday pay as of the Contracts (including Closing Date as listed on Schedule 1.5(a)(i), but only in respect of those employees of the Aluminum Business who accept employment with respect to any post-Closing breach or default under such contracts)Purchaser immediately following the Closing; (ii) all obligations under the Leases Assigned Contracts (including with respect but specifically excluding any obligation or liability arising from any default or non-performance by Seller prior to any post-the Closing breach or default under such LeasesDate); and (iii) the Permits (including with respect those obligations of Seller to any post-Closing breach or default under such Permits), provided, however, that, notwithstanding anything be prorated pursuant to the contrary in this Agreement, Paragraph 1.8 for which Purchaser is not assuming any obligations or liabilities for (x) any breach or default under any Contract, Lease or Permit to given a credit against the extent outstanding as of Closing or resulting from any event occurring at or before the Closing which, with the giving of notice or the passage of time or both, would result in a breach or default or (y) any infringement related to any Intellectual Property to the extent occurring at or before the Closing; andPurchase Price. (b) All debts, obligations, liabilities, costs, expenses, and account payables attributable to, arising from Nothing contained in this Paragraph 1.5 or incurred in connection with any instrument of assumption executed by Purchaser at the Business or its operations after the Closing. Purchaser is not assuming and Closing shall not be deemed to have assumed release or relieve Seller or Shareholder from their respective representations, warranties, covenants, agreements and indemnities contained in this Agreement or any certificate, schedule, instrument, document or agreement executed pursuant hereto or in connection herewith, including without limitation, the obligations or liabilities of Seller other than and Shareholder to provide indemnification in accordance with the Assumed Liabilities specifically described aboveprovisions of Article 5. No Notwithstanding such assumption, nothing contained herein or in any instrument of assumption by shall prohibit Purchaser from contesting, in good faith and at the expense of Purchaser, the amount, validity or enforceability of any of the Assumed Liabilities shall relieve or be deemed to relieve Seller from any obligation or liability under this Agreement with respect to any representations, warranties or covenants by Seller to PurchaserLiabilities.

Assumption of Certain Liabilities. On the terms of this Agreement, Purchaser (or an Affiliate of Purchaser designated by Purchaser in any conveyance document executed and delivered pursuant to this Agreement) shall assume only the liabilities and obligations set forth below, in each case solely to the extent arising after the Closing (the “Assumed Liabilities”): (a) The Purchaser agrees to assume, as at the Closing Date, and to pay or perform, in accordance with their terms, each of the following obligations and liabilities of Seller under or related to:(collectively, the "Assumed Liabilities"): (i) Seller's accrued obligations for current year vacation and holiday pay as of the Contracts (including Closing Date as listed on Schedule 1.5(a)(i), but only in respect of those employees who accept employment with respect to any post-Closing breach or default under such contracts)Purchaser immediately following the Closing; (ii) all obligations under the Leases Assigned Contracts (including with respect but specifically excluding any obligation or liability arising from any default or non-performance by Seller prior to any post-the Closing breach or default under such LeasesDate); and (iii) the Permits (including with respect those obligations of Seller to any post-Closing breach or default under such Permits), provided, however, that, notwithstanding anything be prorated pursuant to the contrary in this Agreement, Paragraph 1.8 for which Purchaser is not assuming any obligations or liabilities for (x) any breach or default under any Contract, Lease or Permit to given a credit against the extent outstanding as of Closing or resulting from any event occurring at or before the Closing which, with the giving of notice or the passage of time or both, would result in a breach or default or (y) any infringement related to any Intellectual Property to the extent occurring at or before the Closing; andPurchase Price. (b) All debts, obligations, liabilities, costs, expenses, and account payables attributable to, arising from Nothing contained in this Paragraph 1.5 or incurred in connection with any instrument of assumption executed by Purchaser at the Business or its operations after the Closing. Purchaser is not assuming and Closing shall not be deemed to have assumed release or relieve Seller or Shareholder from their respective representations, warranties, covenants, agreements and indemnities contained in this Agreement or any certificate, schedule, instrument, document or agreement executed pursuant hereto or in connection herewith, including without limitation, the obligations or liabilities of Seller other than and Shareholder to provide indemnification in accordance with the Assumed Liabilities specifically described aboveprovisions of Article 5. No Notwithstanding such assumption, nothing contained herein or in any instrument of assumption by shall prohibit Purchaser from contesting, in good faith and at the expense of Purchaser, the amount, validity or enforceability of any of the Assumed Liabilities shall relieve or be deemed to relieve Seller from any obligation or liability under this Agreement with respect to any representations, warranties or covenants by Seller to PurchaserLiabilities.

Assumption of Certain Liabilities. On At the Closing and on the terms of and subject to the conditions set forth in this Agreement, Purchaser (or an Affiliate of Purchaser designated by Purchaser in any conveyance document executed and delivered pursuant agrees to this Agreement) shall assume only the liabilities and obligations set forth below, in each case solely to the extent arising after the Closing following Liabilities of Seller (the “Assumed Liabilities”): (a) The obligations and liabilities all executory Liabilities of Seller arising or to be performed after the Closing under or related to: any and all (i) Acquired Contracts listed on Schedule 3.13 or Schedule 3.14 as in existence on the date of this Agreement, (ii) Acquired Contracts not required to be listed pursuant to Section 3.14 but in existence on the date of this Agreement and entered into in the Ordinary Course of Business prior to the date of this Agreement, (including iii) Acquired Contracts described in (i) or (ii) to the extent the same are amended after the date of this Agreement in accordance with respect this Agreement, (iv) Acquired Contracts entered into after the date of this Agreement in accordance with the provisions of this Agreement and (v) any Acquired Contracts entered into after the date of this Agreement not in accordance with the provisions of this Agreement that Purchaser expressly agrees to any post-Closing breach or default under such contracts)assume; (b) any accounts payable of Seller (i) that relate to the Acquired Assets, (ii) that are either reflected on the Leases (including with respect to any post-Closing breach Latest Balance Sheet or default under such Leases); and incurred by Seller in the Ordinary Course of Business between the date of the Latest Balance Sheet and the Closing, (iii) the Permits that are not payable to Insiders or Affiliates of Insiders, and (including with respect to any post-Closing breach or default under such Permits), provided, however, that, notwithstanding anything to the contrary in this Agreement, Purchaser is not assuming any obligations or liabilities for (xiv) any breach or default under any Contract, Lease or Permit to the extent outstanding that remain unpaid as of Closing or resulting from any event occurring at or before the Closing which, with the giving of notice or the passage of time or both, would result in a breach or default or (y) any infringement related to any Intellectual Property to the extent occurring at or before the Closing; and (bc) All debts, obligations, liabilities, costs, expenses, and account payables attributable to, arising from or incurred in connection with the Business or its operations after the Closing. Purchaser is not assuming and shall not be deemed to have assumed any obligations or liabilities all other Liabilities of Seller other than if and to the Assumed Liabilities specifically extent reflected in the Closing Date Balance Sheet or described above. No assumption by Purchaser of any of the Assumed Liabilities shall relieve or be deemed to relieve Seller from any obligation or liability under this Agreement with respect to any representations, warranties or covenants by Seller to Purchaseron Schedule 2.3(c).

Assumption of Certain Liabilities. On Buyer will not assume any Claims, Liabilities or obligations of Seller, whether Known, unknown, absolute, contingent, accrued or otherwise, and whether or not related to the terms of Purchased Assets or the Business, except as expressly provided in this AgreementSection 2.4. Buyer hereby assumes and agrees to pay, Purchaser (or an Affiliate of Purchaser designated by Purchaser perform and discharge in any conveyance document executed and delivered pursuant to this Agreement) shall assume accordance with their respective terms, only the liabilities following specified Liabilities and obligations set forth belowof Seller (collectively, in each case solely to the extent arising after the Closing (the “"Assumed Liabilities”"): (a) The All obligations and liabilities of Seller under or related to: (i) the Assumed Contracts (including with respect to any post-Closing breach or default under such contracts); (ii) the Leases (including with respect to any post-Closing breach or default under such Leases); and (iii) the Permits (including with respect to any post-Closing breach or default under such Permits), provided, however, that, notwithstanding anything to the contrary in this Agreement, Purchaser is not assuming any obligations or liabilities for (x) any breach or default under any Contract, Lease or Permit to the extent outstanding as such obligations continue or arise after Initial Closing (except that Buyer will not assume any liability or obligation of Closing Seller or resulting from any event occurring of Seller's Affiliates relating solely to or arising solely out of the Default under or failure to comply with, at any time on or before the Closing which, with the giving of notice or the passage of time or both, would result in a breach or default or (y) any infringement related to any Intellectual Property prior to the extent occurring at or before the ClosingInitial Closing Date, any Assumed Contract); and (b) All debtsLiabilities relating to the Business existing on the Initial Closing Date set forth on the Financial Statement Date Balance Sheet which is a part of the Financial Statements and as to the period from the Financial Statement Date to the Initial Closing Date, obligationsthose Liabilities set forth on the Closing Date Balance Sheet, liabilities, costs, expenses, and account payables attributable to, other than those Liabilities relating to or arising from or incurred in connection with the Business or its operations after the Closing. Purchaser is not assuming and shall not be deemed to have assumed any obligations or liabilities of Seller other than the Assumed Liabilities specifically described above. No assumption by Purchaser of any of the Assumed Liabilities shall relieve or be deemed to relieve Seller from any obligation or liability under this Agreement with respect to any representations, warranties or covenants by Seller to PurchaserExcluded Assets.