Common use of Assumption of the Assumed Liabilities Clause in Contracts

Assumption of the Assumed Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall, and shall cause its Affiliates to, assign to Purchaser, and Purchaser shall assume, satisfy and discharge when due, any and all Liabilities of Seller or any of its Affiliates relating to the Transferred Assets (other than the Excluded Liabilities and excluding, for the avoidance of doubt, (i) all Reinsured Liabilities reinsured by Purchaser under and pursuant to the Reinsurance Agreement, which will be governed by the terms of the Reinsurance Agreement, to the extent arising on or after the Closing Date, (ii) any Liabilities that result from a breach by Seller or its Affiliates of any Assigned Contract arising out of an action or omission occurring prior to the Closing) (all such Liabilities to be so assumed, satisfied or discharged being referred to herein as the “Assumed Liabilities”), including the following: (a) all Liabilities arising under the Assigned Contracts; (b) all Liabilities for Taxes relating to the Transferred Assets other than Excluded Taxes; (c) all Liabilities assumed by Purchaser pursuant to Articles VI and VII; and (d) all Liabilities listed on Schedule III. Notwithstanding the foregoing, the Liabilities of Seller or any of its Affiliates relating to the Business Employee Benefit Plans and the Assigned Lease shall not be assumed or assigned to Purchaser until the termination of the Employee Lease Term, after which time Purchaser shall (with respect to the Assigned Lease, subject to the terms of Section 2.08(d)) assume, satisfy and discharge when due, any and all Liabilities of Seller or any of its Affiliates thereunder.

Assumption of the Assumed Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, at At the Closing, Seller shall, and shall cause its Affiliates to, assign to Purchaser, and Purchaser shall assume, satisfy duly and discharge when duepunctually pay, satisfy, discharge, perform or fulfill, in accordance with the respective terms thereof, all of the following Liabilities of each Business Seller (collectively, the “Assumed Liabilities”) to the exclusion of any and all Liabilities of held by the Business Seller or and not specifically listed below in this Section: (a) any of its Affiliates and all accounts payable and other Liabilities relating primarily to the EHP Business or the Transferred Assets (other than Assets, including the Excluded Liabilities and excludingTransferred Contracts, that exist as of the Closing Date, except, in each case, for the avoidance of doubt(A) Liabilities for Taxes to be paid by any Business Seller under Section 7.1, (iB) all Reinsured Liabilities reinsured by Purchaser under and pursuant to the Reinsurance Agreement, which will be governed by the terms in respect of the Reinsurance Agreement, Employees or Plans (as defined in Section 4.14) except to the extent specifically assumed by the Purchaser pursuant to Section 6.5, and (C) Liabilities in connection with the dispute between Curver SAS and Mx. Xxxxxx as further described in Schedule 4.11(c) ; (b) Without prejudice to Section 6.14, any product warranty or liability claims by third-parties arising after the Closing from EHP Business products sold on or prior to the Closing Date (which shall specifically exclude any liabilities arising from the sale of non-EHP Business products); and (c) Any rebates payable on or after the Closing DateDate under any distribution or sales contract exclusively related to the conduct of the EHP Business which has been entered into by any Business Seller prior to the Closing Date (the “Rebates”). (d) any inter-company indebtedness within the EHP Business that (i) is related to the EHP Business, (ii) any Liabilities that result from is recorded as a breach by payable on the books of the Business Seller or its Affiliates and (iii) for which a corresponding receivable is recorded as of the Closing Date on the books of any Assigned Contract arising out of an action the Transferred Subsidiaries or omission occurring prior any Business Seller, but only to the Closing) (all extent such Liabilities receivable is transferred to be so assumed, satisfied or discharged being referred to herein the Purchaser as the “Assumed Liabilities”), including the following: (a) all Liabilities arising under the Assigned Contracts; (b) all Liabilities for Taxes relating to part of the Transferred Assets other than Excluded Taxes; (c) all Liabilities assumed by Purchaser pursuant to Articles VI and VII; and (d) all Liabilities listed on Schedule III. Notwithstanding the foregoing, the Liabilities of Seller or any of its Affiliates relating to the Business Employee Benefit Plans and the Assigned Lease shall not be assumed or assigned to Purchaser until the termination as part of the Employee Lease Term, after which time Purchaser shall (with respect to the Assigned Lease, subject to the terms Assets of Section 2.08(d)) assume, satisfy and discharge when due, any and all Liabilities of Seller or any of its Affiliates thereunderTransferred Subsidiary.

Assumption of the Assumed Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall, and shall cause its Affiliates to, assign to Purchaser, and Purchaser shall assume, satisfy and discharge when due, any and all Liabilities of Seller or any of its Affiliates relating to the Transferred Assets (other than the Excluded Liabilities and excluding, for the avoidance of doubt, (i) all Reinsured Liabilities reinsured by Purchaser under and pursuant to the Reinsurance Agreement, which will be governed by the terms of the Reinsurance Agreement, to the extent arising on or after the Closing Date, (ii) any Liabilities that result from a breach by Seller or its Affiliates of any Assigned Contract arising out of an action or omission occurring prior to the Closing) (all such Liabilities to be so assumed, satisfied or discharged being referred to herein as the “Assumed Liabilities”), including the following: (a) all Liabilities arising under the Assigned Contracts; (b) all Liabilities for Taxes relating to the Transferred Assets other than Excluded Taxes; (c) all Liabilities assumed by Purchaser pursuant to Articles VI and VII; and (d) all Liabilities listed on Schedule III. Notwithstanding the foregoing, the Liabilities of Seller or any of its Affiliates relating to the Business Employee Benefit Plans and the Assigned Lease shall not be assumed or assigned to Purchaser until the termination of the Employee Lease Term, after which time Purchaser shall (with respect to the Assigned Lease, subject to the terms of Section 2.08(d)) ) assume, satisfy and discharge when due, any and all Liabilities of Seller or any of its Affiliates thereunder.

Assumption of the Assumed Liabilities. (a) Upon the terms and subject to the conditions set forth in this Agreementherein, at the Closing, Seller shallBuyer shall assume from Sellers and agree to pay, and shall cause its Affiliates to, assign to Purchaser, and Purchaser shall assumeperform, satisfy and discharge when due, and Sellers shall irrevocably convey, transfer and assign to Buyer only those Liabilities of Sellers set forth below (the “Assumed Liabilities”): (i) all of Sellers’ Liabilities arising under the Assigned Contracts on or after the Closing, but excluding any and Liabilities arising from breaches of any Assigned Contract by Sellers prior to the Closing; (ii) all Liabilities of Seller the Business arising out of or relating to warranty, return, exchange, rebate and credit obligations in respect of services provided or products sold, to the extent reserved against in the Latest Balance Sheet or included in the determination of Final Net Working Capital; (iii) all Current Liabilities to the extent included in the determination of Final Net Working Capital; (A) all of Sellers’ Liabilities arising on or after January 1, 2018 under any Assumed Plan, (B) all Liabilities relating to compensation, employee benefits or other arrangements providing compensation, benefits or insurance to any Transferred Employee arising after the Closing Date, (C) all Liabilities for accrued but unused vacation, sick and paid time off of the Transferred Employees through the Closing in accordance with Section 7.2, and (D) all other Liabilities that Buyer and/or any of its Affiliates are expressly required to assume under Section 7.2, in each case of clauses (B) through (D), only to the extent such Liabilities are (i) accrued but unpaid or unsatisfied as of the Closing and set forth on the Latest Balance Sheet, or (ii) included in the determination of Final Net Working Capital. (v) all Liabilities arising from Property Taxes to the extent specifically allocated to Buyer pursuant to Section 7.3(a); (vi) all Liabilities for environmental matters solely to the extent arising or resulting from or contributed to or exacerbated by the operation of the Business by Buyer or any of its Affiliates relating after the Closing; (vii) all Liabilities to the Transferred Assets customers (other than the Excluded Liabilities and excluding, for the avoidance of doubt, any customer rebates, which are the subject of Section 2.3(a)(ii)) under purchase orders for products of the Business which are Assigned Contracts and at the Closing have not yet been provided; and (iviii) all Reinsured Liabilities reinsured by Purchaser under and pursuant to the Reinsurance Agreement, which will be governed by the terms of the Reinsurance Agreement, to the extent arising on or after the Closing Date, (ii) any Liabilities that result from a breach by Seller or its Affiliates of any Assigned Contract arising out of an action or omission occurring prior to the Closing) (all such Liabilities to be so assumed, satisfied or discharged being referred to herein as the “Assumed Liabilities”set forth in Schedule 2.3(a)(viii), including the following: (a) all Liabilities arising under the Assigned Contracts; . (b) all For the avoidance of doubt, if the amount of any Liabilities for Taxes relating to the Transferred Assets other than Excluded Taxes; (c) all Liabilities assumed by Purchaser pursuant to Articles VI and VII; and (d) all Liabilities listed on Schedule III. Notwithstanding the foregoing, the Liabilities of Seller or included in any of its Affiliates relating to Sections 2.3(a)(i) through 2.3(a)(viii) above is also included in one or more of the Business Employee Benefit Plans and the Assigned Lease shall other of Sections 2.3(a)(i) through 2.3(a)(viii) above, such amount will not be assumed or assigned to Purchaser until double-counted for purposes of determining the termination aggregate amount of the Employee Lease Term, after which time Purchaser shall (with respect to the Assigned Lease, subject to the terms of Section 2.08(d)) assume, satisfy and discharge when due, any and all Liabilities of Seller or any of its Affiliates thereunderAssumed Liabilities.