Later Assumed Liabilities. Upon the terms and subject to the conditions and exclusions set forth in this Agreement, at the applicable Later Closings as described in Section 2.06(b) (but subject to Section 2.10 and subject to any Liabilities assumed at a Delayed Transfer Date pursuant to Article VI or Appendix VI), Buyer shall, or shall cause one of its Affiliates to, assume and agree to pay, perform and discharge when due, all Liabilities of Parent and its Affiliates, regardless of when made or asserted, related to or arising prior to, at or after the applicable Later Closing (or, with respect to any Liabilities assumed at a Delayed Transfer Date pursuant to Article VI or Appendix VI, such Transfer Date) from the applicable Later Purchased Assets but then only to the extent relating to or arising out of the applicable Later Purchased Assets (in the case of those Liabilities shared by the Business and the Medical Device Business, only that portion of such Liabilities of the Business attributable to the Business shall be assumed hereby) (the “Later Assumed Liabilities”).
Later Assumed Liabilities. Notwithstanding anything in Section 2.02(a) to the contrary, no Later Assumed Liabilities shall be assumed by Buyer or its Designated Purchasers on the Closing Date, and such Later Assumed Liabilities shall be assumed by Buyer (or its Designated Purchaser) on the applicable Later Closing Date on which the Later Purchased Assets to which such Later Assumed Liability relates transfer to Buyer or its Designated Purchaser pursuant to Section 2.01(b) and Section 2.06(c).
Later Assumed Liabilities. Twelve (12) months after the Closing Date, the Purchasers shall assume those specific financial liabilities (but only those specific financial liabilities) that (i) are associated with the use in Driver: Parallel Lines of specific musical compositions and/or sound recordings for which agreements have not been executed by that time, and/or (ii) relate to or arise out of the mechanical rights thereto, which will be set forth in Section 2.2(b) of the Disclosure Schedule prior to Closing and updated each calendar quarter (with accompanying delivery of all related contracts executed during the previous quarter) during the twelve (12) month period, with a final update to be delivered by the Sellers within thirty (30) days after the end of the twelve (12) month period (the “Later Assumed Liabilities”), but only in the event and to the extent that such Later Assumed Liabilities are not discharged or paid in full by the Sellers within twelve (12) months after the Closing Date (subject to Sellers providing satisfactory evidence of a discharge letter or payment); provided, that the aggregate financial number in the Later Assumed Liabilities shall not exceed £300,000 (or, the United States Dollar conversion of such limit of £300,000, which shall be based upon the noon buying rate in London on the Closing Date as reported by Reuters). It is further provided that Purchasers shall have the right to funds from the Holdback Funds that are equivalent to the Later Assumed Liabilities which shall be held as part of the Holdback Funds in escrow for twelve (12) months after the Closing Date. If there are insufficient funds in the Holdback Funds to cover the Later Assumed Liabilities, then Sellers shall make Purchasers whole in cash as per Section 2.3(a)(ii)
Later Assumed Liabilities. In addition to all other indemnification rights and claims that Purchasers may have or make hereunder, Purchasers shall have the right to funds from the Holdback Funds that are equivalent to the Later Assumed Liabilities or the full amount of £300,000 (or, the United States Dollar conversion of £300,000, which shall be based upon the noon buying rate in London on the Closing Date as reported by Reuters), as applicable, which shall be held as part of the Holdback Funds in escrow for twelve (12) months after the Closing Date. On or before July 13, 2007, the Sellers shall deliver to the Escrow Agent, with a copy to the Purchasers, a copy of the post-Closing final update to Section 2.2(b) of the Disclosure Schedule (the “Post-Closing Final Update”). If the Sellers fail to deliver a copy of the Post-Closing Final Update to the Escrow Agent and the Purchasers by July 13, 2007, then the Escrow Agent will release to the Purchasers the full amount of £300,000 (or, the United States Dollar conversion of £300,000, which shall be based upon the noon buying rate in London on the Closing Date as reported by Reuters), as promptly as practicable after July 28, 2007. It is further provided, that if the Sellers deliver the Post-Closing Final Update on or before July 13, 2007, the Purchasers may dispute the accuracy of such Post-Closing Final Update by delivering to the Sellers and the Escrow Agent, a written notice of such objection by July 28, 2007. In the absence of any dispute with respect to the Post-Closing Final Update, as promptly as practicable after July 28, 2007, the Escrow Agent will release to the Purchasers from the Holdback Funds a sum equal to the Later Assumed Liabilities as shown on the Post-Closing Final Update.
