At Completion of the RTP Fab Transfer Sample Clauses

At Completion of the RTP Fab Transfer. On the terms and subject to the conditions set forth in this Agreement, on the RTP Fab Transfer Date, the Seller shall (or shall cause the other Seller Entities to) assign, transfer, convey and deliver to the Buyer, and the Buyer shall (or shall cause its designated Affiliates to) assume and accept and shall pay, perform and discharge fully as and when required only the following Liabilities of the Seller Entities (collectively, the “RTP Fab Assumed Liabilities” and, together with the Closing Assumed Liabilities, the “Assumed Liabilities”): (i) all Liabilities of the Seller Entities (other than the RTP Fab Accounts Payable) arising under or relating to the RTP Fab Assumed Contracts (other than any Liabilities arising under or relating to any breach, violation or default under any RTP Fab Assumed Contract prior to the RTP Fab Transfer Date); (ii) (A) all Liabilities that are required to be assumed or satisfied by the Buyer or their respective Affiliates pursuant to Article VII with respect to RTP Fab Transferred Employees and (B) all Liabilities relating to the employment of any RTP Fab Transferred Employee (excluding, for the avoidance of doubt, any such Liabilities under any Seller Benefit Plans); (iii) the PTO balance, consistent with the applicable Seller Entity’s paid time off policy, for each RTP Fab Transferred Employee determined as of the Closing Date, up to a maximum of [***] hours per RTP Fab Transferred Employee; (iv) all Liabilities of the types described in Section 2.3(a)(iii), (iv), (v) and (vi) arising between the Closing and the RTP Fab Transfer Date.