Included Liabilities Sample Clauses

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, "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, "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 ▇▇▇▇ ▇▇▇ and HBI executed as of or after the date of this Agreement:

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, "Axcelis Technologies Liabilities" mean (without duplication) the following Liabilities, except as otherwise provided for in the Separation Agreement, this Agreement or any other Ancillary Agreement and except for the Excluded Liabilities referred to in Section 1.3(b) hereof:

Included Liabilities. For the purposes of this Agreement, “SSI Liabilities” shall mean (without duplication) the following Liabilities, except as otherwise provided for in any other Ancillary Agreement: