Included Liabilities. For the purposes of this Agreement, "SEMICONDUCTOR LIABILITIES" shall mean (without duplication) the following Liabilities, except as otherwise provided for in any Ancillary Agreement or other express agreement of the parties:
Included Liabilities. For the purposes of this Agreement, “LiveRamp Liabilities” shall mean (without duplication) the following Liabilities, except as otherwise and explicitly provided for in any Ancillary Agreement or other express agreement of the parties:
Included Liabilities. Upon the terms, and subject to the conditions of this Agreement, Buyer and/or its designated Affiliates shall assume as of the Effective Time and shall pay, perform and discharge when due the following Liabilities, and only the following Liabilities, of Seller and its Affiliates; provided, however, that, notwithstanding clauses (a) through (m) below, Included Liabilities shall not include any such Liabilities, obligations or commitments to the extent they are retained by Seller or its Affiliates, or otherwise are the responsibility of Seller or its Affiliates pursuant to this Agreement (whether arising from Seller’s breach or inaccuracy of a representation or warranty or pursuant to Seller’s indemnification obligations or otherwise) (collectively, the “Included Liabilities”):
(a) all Liabilities, obligations and commitments (other than those under Environmental Laws) arising out of the ownership and operation of the Business, from and after the Effective Time;
(b) all Liabilities, obligations and commitments arising out of events or occurrences happening from and after the Effective Time under the Transferred Contracts that are Included Assets under Section 1.3(c) and those portions of the Included Shared Contracts that are Included Assets under Section 1.3(c) and that relate exclusively to the Business, but not including any Liability for any Default under any such Transferred Contract or Included Shared Contract occurring prior to the Effective Time;
(c) all Liabilities, obligations and commitments relating to the return or claimed spoilage of Products manufactured prior to the Effective Time and returned or claimed spoiled more than thirty (30) days after the Closing Date (whether physically returned, or whether a credit, deduction or other accommodation is made);
(d) all Liabilities, obligations and commitments in respect of any and all Products manufactured by Buyer or its Affiliates from and after the Effective Time;
(e) all Liabilities, obligations and commitments for manufacturer’s coupons relating to Products (i) which coupons are issued, granted, delivered or otherwise made available prior to the Effective Time and are received by the clearinghouse for reimbursement more than one hundred twenty (120) days after the Closing Date and (ii) which coupons are issued, granted, delivered or otherwise made available from and after the Effective Time;
(f) all Liabilities, obligations and commitments for trade and consumer promotions relating to the Produc...
Included Liabilities. For the purposes of this Agreement, "ROXIO LIABILITIES" shall mean (without duplication) the following Liabilities, except as otherwise provided for in any Ancillary Agreement or other express agreement of the parties:
Included Liabilities. For the purposes of this Agreement, "Palm Liabilities" shall mean (without duplication) the following Liabilities, except as otherwise provided for in any other Ancillary Agreement or other express agreement of the parties:
Included Liabilities. For the purposes of this Agreement, “AMS Liabilities” shall mean (without duplication) the following Liabilities, except as otherwise and explicitly provided for in any Ancillary Agreement or other express agreement of the parties:
Included Liabilities. For the purposes of this Agreement, “HBI Liabilities” shall mean (without duplication) the following Liabilities, except as otherwise provided for in any Ancillary Agreement or other written agreement between Xxxx Xxx and HBI executed as of or after the date of this Agreement:
Included Liabilities. Effective at 11:59 PM on the Closing Date, ELXSI shall transfer, assign and delegate to BickHoldCo, and BickHoldCo shall assume and agree to pay, satisfy and discharge in accordance with their respective terms (subject to any defenses or claimed offsets asserted in good faith against the obligee to whom the same are owed) or reimburse ELXSI, Parent or the Cues Division for any payment made by (or for the account of) any of them after the Closing Date on account of, the following Liabilities of ELXSI, the Xxxxxxxx'x Division and/or Parent, known or unknown, absolute or contingent (or otherwise), accrued or accruing prior to or after the Closing Date and whether or not carried on the books or records of ELXSI or Parent (the "INCLUDED LIABILITIES"):
Included Liabilities. All Included Liabilities shall be transferred under the Xxxx of Sale. In addition, to the extent deemed necessary or desirable by ELXSI, the Consent of any third party obligee to whom any Included Liabilities are owed to (x) the assumption of such Included Liabilities by the Transferees and/or (y) except with respect to certain Leased Real Property leases, the full release of ELXSI therefrom shall be obtained and expressed or memorialized in such Consent and/or assumption agreement, instrument, certificate or other document as shall be reasonably acceptable to the ELXSI and the relevant third party obligee(s) (each, a "RELEASE"). In furtherance of the foregoing, the Parties shall execute and deliver: (i) the Contribution-Related BofA Facility Amendments, and take such other and further actions as shall be agreed upon by ELXSI and BofA in connection with the transactions contemplated hereby; and (ii) such agreements, instruments, certificates or other documents, and the take such other and further actions, as shall be agreed upon by ELXSI and the Xxxxxxxx'x Mortgage Lenders in order to effect, on or as of the Closing Date, the Xxxxxxxx'x Mortgage Assumptions/Releases ("XXXXXXXX'X MORTGAGE ASSUMPTION/RELEASE INSTRUMENTS"). In order to avoid the cost and expense of effecting and recording two transfers with respect to the Xxxxxxxx'x Mortgages and the Liens created thereunder and/or pursuant thereto, and for administrative convenience, if and to the extent approved by the respective Xxxxxxxx'x Mortgage Lenders BickHoldCo may direct that the Xxxxxxxx'x Mortgage Assumptions/Releases be effected as Direct-to-BickOpCo Transfers. For all purposes hereunder, any and all such Direct-to-BickOpCo Transfers shall be deemed to be a part of the effectuation of the Initial Contribution followed by the Second Contribution.
Included Liabilities. Effective 11:59 AM, Boston time, on December 30, 2000, ELXSI DOES HEREBY TRANSFER, ASSIGN AND DELEGATE to BickHoldCo, and BickHoldCo DOES HEREBY ASSUME AND AGREE TO PAY, SATISFY AND DISCHARGE IN ACCORDANCE WITH THEIR RESPECTIVE TERMS (subject to any defenses or claimed offsets asserted in good faith against the obligee to whom the same are owed) OR REIMBURSE ELXSI or Parent for any payment made by either of them after the date hereof on account of, the following indebtedness, liabilities, obligations, commitments and payments ("LIABILITIES") of ELXSI, the Xxxxxxxx'x Division and/or Parent, known or unknown, absolute or contingent (or otherwise), accrued or accruing prior to or after the Closing Date and whether or not carried on the books or records of ELXSI or Parent (the "INCLUDED LIABILITIES"):
