Assumption of Seller Liabilities. Subject to the terms and conditions set forth herein, Purchaser shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”): all obligations and liabilities arising and accruing after the Closing from the Assigned Customer Accounts and the Assigned Contracts, but only to the extent that (i) Seller incurred such Liabilities in the Ordinary Course of Business, (ii) such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller on or prior to the Closing Date, and (iii) none of such Liabilities are part of the Excluded Liabilities.
Assumption of Seller Liabilities. On the Closing Date, Purchaser shall assume (a) pursuant to the Indemnity Reinsurance Agreement, as between Seller and Purchaser, any and all Insurance Liabilities and Other Liabilities of Seller arising out of or with respect to each Annuity Contract pending its Novation (as contemplated by Section 2.4 of the Assumption Reinsurance Agreement); (b) pursuant to the Assumption Reinsurance Agreement, any and all Insurance Liabilities and Other Liabilities of Seller arising out of or with respect to each Annuity Contract from and after its Novation (as contemplated by Section 2.4 of the Assumption Reinsurance Agreement); and (c) pursuant to the Assignment and Assumption Agreement, all contractual liabilities and obligations of Seller relating to the period after the Closing Date under the Assigned Contracts. The liabilities referred to in the preceding clauses (a) through (c) are herein referred to as the "Assumed Liabilities." Purchaser is not assuming any liabilities or obligations of any nature whatsoever, fixed or contingent, known or unknown, other than the Assumed Liabilities.
Assumption of Seller Liabilities. Subject to the terms and conditions set forth herein, Purchaser shall assume and agree to pay, perform and discharge only the following liabilities of Seller (collectively, the “Assumed Liabilities”):
Assumption of Seller Liabilities. Subject to the terms and conditions set forth herein, Purchaser shall assume and agree to pay, perform and discharge only the following liabilities of Seller (collectively, the “Assumed Liabilities”): all obligations and liabilities arising and accruing after the Closing from the Assigned Contracts but only to the extent that such obligations and liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller on or prior to the Closing Date. 1.7.
Assumption of Seller Liabilities. Subject to CLAUSE (D) below, prior to the Closing, Parent and its Affiliates shall transfer to Newco and Newco shall assume and thereafter pay, honor and discharge when due, all Liabilities (other than (i) Tax Liabilities, (ii) Liabilities to be cancelled pursuant to SECTION 4.10 or 4.23 hereof and (iii) all Liabilities associated with or relating to the Excluded Seller Assets) of Seller relating exclusively to the Business, all Liabilities relating exclusively to the Outside Assets, all Liabilities related to collective bargaining grievances including those grievances set forth in SECTION 2.28(a)(iii) of the Disclosure Schedule, and all Liabilities reflected in the Final Closing Net Working Capital (collectively, and excluding the Excluded Seller Liabilities, the "ASSUMED SELLER LIABILITIES").
Assumption of Seller Liabilities. Purchaser hereby assumes the Assumed Contract Obligations, Assumed Accounts Payables, Assumed PTO, Assumed Warranty Obligations, the accrued commissions owed to employees and consultants of Seller that were incurred and remain payable in the Ordinary Course of Business (which commissions, as of July 31, 2011, are itemized in Schedule 2.7) (the “Assumed Commissions”), Liabilities of Seller related to legal actions against Seller identified in Schedule 3.14, subject to any limitations agreed upon by Purchaser and Seller in writing, and the other obligations and liabilities, if any, described in Schedule 2.7 (collectively, the “Assumed Liabilities”). Except for the Assumed Liabilities, no Liabilities of Seller whatsoever are or shall be assumed by Purchaser. Without limiting the generality of the foregoing, and regardless of any liabilities that may be disclosed to Purchaser pursuant to Article 3 hereof, or whether Purchaser may have knowledge of same, Purchaser does not assume and shall not be deemed to have assumed under this Agreement, whether under a theory of successor liability or otherwise, any Liabilities of Seller (i) unrelated to the Business or (ii) related to the Business but arising out of or based upon any of the following:
Assumption of Seller Liabilities. At Closing, Purchaser shall assume from Seller the Assumed Liabilities and shall assume Seller's obligations under the Assumed Contracts, by means of the execution and delivery of the Bill xx Sale.
Assumption of Seller Liabilities. Subject to CLAUSE (d) below, prior to the Closing, Parent and its Affiliates shall transfer to Newco and Newco shall assume and thereafter pay, honor and discharge when due, (i) all Liabilities (other than (A) Tax Liabilities, (B) Liabilities to be cancelled pursuant to SECTION 4.10 or 4.23 hereof, (C) all Liabilities associated with or relating to the Excluded Seller Assets) of Seller relating exclusively to the Business, (ii) all Liabilities relating exclusively to the Outside Assets, (iii) all Liabilities related to collective bargaining grievances including those grievances set forth in SECTION 2.28(a)(iii) of the Disclosure Schedule and (iv) all Liabilities reflected in the Final Closing Net Working Capital (collectively, and excluding the Excluded Seller Liabilities, the "ASSUMED SELLER LIABILITIES"). Notwithstanding anything to the contrary contained herein, Purchaser shall be responsible for and shall pay, to the extent applicable, (1) all fees and expenses that need to be paid in connection with any change-in-control or similar provisions contained in the Trademark License Agreements, and (2) all (x) other fees or amounts to be paid to obtain the consent of the other party to the Trademark License Agreements to transfer the agreements at or prior to the Closing or to permit the consummation of the transaction contemplated hereby without violation of such agreements and (y) liabilities arising out of or relating to the failure to obtain such consent of the other parties to the Trademark License Agreements, and all of the foregoing shall be Assumed Seller Liabilities; PROVIDED, HOWEVER, that all liabilities or obligations for any breach of, or amount due under, any Trademark License Agreement arising or occurring or relating to periods prior to the Closing and not triggered by the transactions contemplated hereby shall be Seller Retained Liabilities.
