Assumption of Certain Obligations and Liabilities. Effective as of the Closing Date, Genworth shall, or shall cause one of its Affiliates to, assume or retain, as the case may be, any and all Liabilities (contingent or otherwise) relating to, arising out of or resulting from the employment or services, or termination of employment or services, of any Person with respect to the Genworth Business, whenever arising, including, but not limited to, any Liabilities relating to, arising out of or resulting from (i) the Company Plans and (ii) each of the individual employment, termination, retention, severance or other similar contracts or agreements that relates to an Employee (whether or not such Employee is located in the United States); except that, Genworth or, if applicable, its Affiliate (1) shall not assume or retain the Liabilities related to the GE Plans, except to the extent such assumptions, retentions or the obligation to make periodic payments under such plans is described elsewhere in this Agreement, (2) shall not assume or retain the Liabilities solely attributable to the acts or omissions of the GE Group pertaining to payroll administration and/or payroll systems services provided by or on behalf of the GE Group prior to the Trigger Date (excluding attorney fees and costs respecting pending litigation, unless such fees and costs are attributable solely to payroll administration and/or payroll systems services provided by or on behalf of the GE Group prior to the Trigger Date), and (3) shall not assume or retain the Liabilities related to the current and former GEIH Business Employees, other than any Liabilities arising prior to the Closing Date which would be allocated to Genworth or one of its Affiliates consistent with past practices and procedures or which are solely attributable to the acts or omissions of Genworth or any of its Affiliates independent of GE and any of its Affiliates. Such exceptions in (1), (2) and (3) are collectively referred to as “Excluded Employee Liabilities”. For purposes of this Article II, any legal entity whose assets and liabilities are to be transferred to the Genworth Group on the Closing Date shall be deemed excluded from the GE Group.
Assumption of Certain Obligations and Liabilities. Effective as of the Closing Date, the Company shall, or shall cause one of its Affiliates to, assume or retain, as the case may be, any and all Liabilities (contingent or otherwise) relating to, arising out of, or resulting from the employment or services, or termination of employment or services, of any Person with respect to the Company Business, whether arising before, on or after the Closing Date, excluding (i) any Liabilities related to the GE Plans unless this Employee Matters Agreement expressly provides for such Liabilities to be assumed by the Company or one of its Affiliates and (ii) any Liabilities solely attributable to acts or omissions of GE or one of its Affiliates pertaining to payroll or benefits administration (such assumed Liabilities, the “Employee Liabilities” and such excluded Liabilities, the “Excluded Employee Liabilities”). Notwithstanding the foregoing, GE Capital Retail Bank (the “Bank”) shall not assume any Liabilities under this Employee Matters Agreement.
Assumption of Certain Obligations and Liabilities. (a) Subject to and ------------------------------------------------- in accordance with the terms and conditions of this Agreement, Purchaser agrees to assume and to discharge the following liabilities (the "Assumed Commitments") ------------------- upon each of the Closings with respect to the Assets conveyed at such Closing: (i) the Ground Leases and Tower Leases listed on Schedules 1 and 2 attached hereto and made a part hereof, (ii) any Tower Leases entered into by Seller with the written consent of Purchaser after the date hereof but before such Closing Date, (iii) any and all liabilities or obligations of any sort whatsoever that relate to the Assets conveyed at such Closing and that arise or are incurred by Purchaser from and after the date of the applicable Closing.
Assumption of Certain Obligations and Liabilities. From and after the Closing Date, Vision 21 shall assume and agree to pay or perform, promptly as they become due, only those obligations and liabilities of Seller expressly set forth on SCHEDULE 1.6 (the "Assumed Obligations"). Except for the Assumed Obligations, neither Vision 21 nor the P.L.C. shall assume or be deemed to have assumed and shall not be responsible for any other obligation or liability of Seller, direct or indirect, known or unknown, absolute or contingent, including without limitation (i) any and all obligations regarding any foreign, Federal, state or local income, sales, use, franchise or other tax liabilities, (ii) any and all obligations or liabilities relating to any fees or expenses of Seller or Optometrist's counsel, accountants or other experts incident to the negotiation and preparation of any of the documents contemplated herein and consummation of the contemplated Transactions thereby, (iii) any and all liabilities relating to or arising from the provision of professional optometric services (or failure to provide professional optometric services) prior to the Closing Date; and (iv) any and all liability for violations of the Civil Rights Act of 1964, as amended, otherwise known as Title VII ("Title VII") by Seller and/or Optometrist for employee, discrimination or other claims thereunder.
Assumption of Certain Obligations and Liabilities. On the terms and ------------------------------------------------- subject to the conditions set forth in this Agreement at the Closing, New Company shall assume and agree to pay, discharge and perform when due all of the liabilities and obligations of MAI to be performed after the Closing which are (i) disclosed or included in the Latest MAI Financial Statements (as defined below), (ii) incurred in the ordinary course of business since Xxxxx 00, 0000, (xxx) listed in a Schedule (unless excluded as an Excluded Liability) and (iv) contracts or liabilities not required to be scheduled because they fall below the threshold disclosure level prescribed for the relevant Schedule (collectively, the "Liabilities"), except that (x) no unknown or contingent liabilities of MAI shall be assumed by New Company and such liabilities shall remain the obligations of MAI and (y) liabilities and obligations which are specifically hereinafter excluded from assumption by the terms of this Agreement shall remain the obligations of MAI. It is understood and agreed that after the Closing, MAI shall remain in existence for at least two (2) years, and that certain of its obligations and liabilities are not to be assumed or assigned pursuant to this Agreement.
Assumption of Certain Obligations and Liabilities. On the terms and subject to the conditions set forth herein, and in consideration of the sale, conveyance, transfer, assignment and delivery of the Purchased Assets by Seller to Purchaser as provided in Section 1.01 hereof, at the Closing Purchaser shall assume and be responsible for (a) all open purchase orders relating to Eligible Inventory, (b) all unpaid Allowances (as hereinafter defined) as of the Closing Date and Allowances of the Business for shipments to customers subsequent to the Closing Date, and (c) all obligations related to Licenses or Contracts to be performed after the Closing (collectively, the “Assumed Liabilities”). Purchaser shall not assume or be liable for any liabilities, obligations or commitments of Seller relating to the operation of the Business or the ownership of the Purchased Assets prior to the Closing other than the Assumed Liabilities, including (x) any Payables (as hereinafter defined) or (y) any chargebacks resulting from shipping errors or for agreed allowances and discounts for shipments to customers prior to the Closing Date (all liabilities, obligations or commitments of Seller other than Assumed Liabilities are referred to herein as “Excluded Liabilities”).
Assumption of Certain Obligations and Liabilities. From and after the Closing Date, Vision 21 shall assume and agree to pay or perform, promptly as they become due, only those obligations and liabilities of Seller expressly set forth on SCHEDULE 1.6 (the "Assumed Obligations"). Except for the Assumed Obligations, Vision 21 shall not assume or be deemed to have assumed and shall not be responsible for any other obligation or liability of Seller, direct or indirect, known or unknown, absolute or contingent, including without limitation (i) any and all obligations regarding any foreign, Federal, state or local income, sales, use, franchise or other tax liabilities, (ii) any and all obligations or liabilities relating to any fees or expenses of Seller's or Optometrists' counsel, accountants or other experts incident to the negotiation and preparation of any of the documents contemplated herein and consummation of the Closing, (iii) any and all liabilities relating to or arising from the provision of professional medical or optometric services (or failure to provide professional medical or optometric services) prior to the Closing Date; (iv) any and all liability for violations of the Civil Rights Act of 1964, as amended, otherwise known as Title VII by Seller and/or Optometrists for employee, discrimination or other claims thereunder; and (v) any and all accrued expenses of Optometrists including but not limited to or liabilities owed to or on behalf of employees of Seller including but not limited to salaries, benefits, and payroll, taxes, and income and franchise taxes of Seller, however, excluding accrued 1997 bonuses.
Assumption of Certain Obligations and Liabilities. From and after the Closing Date, Purchaser shall assume and agree to pay or perform, promptly as they become due, only those obligations and liabilities of the Seller expressly set forth on SCHEDULE 1.5 (the "Assumed Obligations"). Except for the Assumed Obligations, the Purchaser shall not assume or be deemed to have assumed and shall not be responsible for any other obligation or liability of Seller, direct or indirect, known or unknown, absolute or contingent.
Assumption of Certain Obligations and Liabilities. On the terms and subject to the conditions set forth in this Agreement at the Closing, Xxxxx shall assume and agree to pay, discharge and perform when due all of the listed (but not any unknown or contingent) liabilities and obligations of the Division, except those which are specifically hereinafter excluded from assumption by the terms of this Agreement. Such assumed liabilities are hereafter referred to as the "Assumed Liabilities". The Assumed Liabilities shall consist of the following:
Assumption of Certain Obligations and Liabilities. From and after the Closing Date, Vision 21 shall assume and agree to pay or perform, promptly as they become due, only those obligations and liabilities of the Seller expressly set forth on SCHEDULE 1.6 (the "Assumed Obligations"). Except for the Assumed Obligations, none of Vision 21 or the Managed Practices shall assume or be deemed to have assumed or shall be responsible for any other obligation or liability of Company, direct or indirect, known or unknown, absolute or contingent.
