Common use of Assumption of Liabilities by the Company Clause in Contracts

Assumption of Liabilities by the Company. (a) The Company shall assume all debts and other Liabilities (contingent, absolute or otherwise) of Parent, which Liabilities will be assumed by the Company at Closing, subject to the terms and conditions herein, including (the “Assumed Liabilities”): (i) all Liabilities arising under or out of the Transferred Contracts (other than Liabilities arising out of breaches or violations by Parent occurring prior to the Closing Date) for performance of or payments to be made under the Transferred Contracts; (ii) all liabilities related to or arising from employment, employee benefits and Employee Benefit Plans of Parent; and (iii) all Liabilities other than Excluded Liabilities arising on or after the Closing Date out of the ownership or use of the Contributed Assets or the conduct of the Business by the Company on or after the Closing Date. (b) The foregoing notwithstanding, the Company shall not assume, and the Company shall not be deemed to assume, any of the Liabilities that are specifically set forth on Schedule 2(b) (collectively, the “Excluded Liabilities”). All Excluded Liabilities shall be the responsibility of Parent. (c) Following the Closing, the parties shall cooperate with each other to identify any Liabilities that were (i) not designated as part of the Assumed Liabilities at the Closing but which relate primarily to the Business (the “Nonassumed Parent Liabilities”), and (ii) designated as part of the Assumed Liabilities but which do not relate to the Business and which should not have been assumed by the Company (the “Assumed Parent Liabilities”). To the extent that any Nonassumed Parent Liabilities or Assumed Parent Liabilities are identified, then Parent and the Company shall discuss in good faith an appropriate resolution for the disposition of such Nonassumed Parent Liability or Assumed Parent Liability, as applicable.

Assumption of Liabilities by the Company. (a) The Company shall assume all debts at the Closing and other Liabilities (contingentagrees to pay, absolute perform, or otherwise) otherwise discharge, as and when the same shall become due and payable, only the following liabilities of Parent, which Liabilities will be assumed by the Company at Closing, subject Seller and only to the terms and conditions hereinextent that they arise from or relate to the operation of the Outsourcing Business or the ownership, including possession or use of the Purchased Assets (the “Assumed Liabilities”): (i) i. all Liabilities arising under or out of accounts payable incurred after the Transferred Contracts (other than Liabilities arising out of breaches or violations by Parent occurring prior to the Closing Date) for performance of or payments to be made under the Transferred Contracts; (ii) all liabilities related to or arising from employment, employee benefits and Employee Benefit Plans of ParentClosing; and (iii) ii. all Liabilities other than Excluded Liabilities arising on liabilities that arise from the ownership, possession or operation of the Outsourcing Business or the Purchased Assets after the Closing Date out of the ownership or use of the Contributed Assets or the conduct of the Business by the Company on or after the Closing DateClosing. (b) The foregoing notwithstanding, Company shall not assume or be liable for any liabilities of Seller other than the Assumed Liabilities (for which the Company shall not assume, and the Company shall not be deemed to assume, any of the Liabilities that are specifically set forth on Schedule 2(b) (collectively, the “Excluded Liabilities”liable). All Excluded Liabilities shall be the responsibility of Parent. (c) Following the Closing, the parties shall cooperate with each other to identify any Liabilities that were (i) not designated as part of the Assumed Liabilities at the Closing but which relate primarily to the Business (the “Nonassumed Parent Liabilities”), and (ii) designated as part of the Assumed Liabilities but which do not relate to the Business and which should not have been assumed by the Company (hereunder are referred to as the “Assumed Parent Retained Liabilities”)” and include without limitation the following: i. all accounts payable incurred prior to the Closing; ii. To any wages, salary, severance, bonuses commissions, vacation or holiday pay, fringe benefits, any duties, obligations or liabilities arising under any employee benefit plan relating to employees or other amounts due to any employees of the extent that any Nonassumed Parent Liabilities or Assumed Parent Liabilities are identified, then Parent and Outsourcing Business prior to Closing. Seller agrees to pay to the Company such expenses incurred prior to Closing but to be paid after closing: iii. any liabilities for taxes incurred with respect to any taxable year ending on or before the Closing Date or any portion thereof. Seller agrees to pay to the Company such expenses, including consumption tax and income taxes incurred prior to closing but to be paid after closing; iv. any liabilities arising from any breach of any agreement or contract prior to the Closing; v. any liabilities related to monies borrowed or guarantees entered into prior to the Closing Date; vi. any liabilities related to the premises in which the Outsourcing Business operated; and vii. any liabilities or obligations (whether fixed, contingent, or otherwise) under or relating to any of the Excluded Assets. Seller shall discuss in good faith an appropriate resolution remain liable for the disposition of such Nonassumed Parent Liability all Retained Liabilities and shall pay or Assumed Parent Liabilitydischarge, as applicableand when the same become due and payable, the Retained Liabilities.

Assumption of Liabilities by the Company. (a) The Company shall assume all debts and other Liabilities (contingent, absolute or otherwise) of ParentMagla Products, which Liabilities will be assumed by the Company at Closing, subject to the terms and conditions herein, including (the “Assumed Liabilities”): (i) all Liabilities arising under or out of the Transferred Contracts (other than Liabilities arising out of breaches or violations by Parent Magla Products occurring prior to the Closing Date) for performance of or payments to be made under the Transferred Contracts; (ii) all liabilities related to or arising from employment, employee benefits and Employee Benefit Plans of ParentMagla Products; and (iii) all Liabilities other than Excluded Liabilities arising on or after the Closing Date out of the ownership or use of the Contributed Assets or the conduct of the Business by the Company on or after the Closing Date. (b) The foregoing notwithstanding, the Company shall not assume, and the Company shall not be deemed to assume, any of the Liabilities that are specifically set forth on Schedule 2(b) or any Taxes, compliance with Legal Requirements, or any breaches or violations under the Transferred Contracts, in each case, accruing, arising out of, or relating to events and occurrences prior to the Closing (collectively, the “Excluded Liabilities”). All Excluded Liabilities shall be the responsibility of ParentMagla Products. (c) Following the Closing, the parties shall cooperate with each other to identify any Liabilities that were (i) not designated as part of the Assumed Liabilities at the Closing but which relate primarily to the Business (the “Nonassumed Parent Magla Products Liabilities”), and (ii) designated as part of the Assumed Liabilities but which do not relate to the Business and which should not have been assumed by the Company (the “Assumed Parent Magla Products Liabilities”). To the extent that any Nonassumed Parent Magla Products Liabilities or Assumed Parent Magla Products Liabilities are identified, then Parent Magla Products and the Company shall discuss in good faith an appropriate resolution for the disposition of such Nonassumed Parent Magla Products Liability or Assumed Parent Magla Products Liability, as applicable.