Liabilities to be Assumed by Buyer. Subject to Sections 2.4, 2.5 and 6.2, upon the transfer of the Acquired Assets on the Closing Date, Buyer shall assume only the following Liabilities of Sellers (collectively, the “Assumed Liabilities”):
(a) Liabilities arising out of or relating to the ownership of the Acquired Assets and the operation of the Business by Buyer or any of its assignees, including Liability for personal injury of customers or employees, but in each case only to the extent that the event or state of facts giving rise to such Liability occurs after the Early Funding Date;
(i) Liabilities under the Assumed Contracts, but only to the extent that the event or state of facts giving rise to such Liability occurs after the Early Funding Date, and (ii) any post-Petition Liabilities under the Assumed Contracts incurred in the Ordinary Course of Business but only to the extent such Liabilities are reflected in Allegiance’s financial statements as of the Early Funding Date and taken into account in the determination of Closing Working Capital;
(i) Liabilities under trade accounts payable arising in the Ordinary Course of Business and (ii) current Liabilities arising in the Ordinary Course of Business under the accounts set forth on Exhibit K, and in each case only to the extent that (x) the event or state of facts giving rise to such Liability occurs post-Petition and (y) such Liabilities are reflected in Allegiance’s financial statements as of the Early Funding Date and taken into account in the determination of Closing Working Capital; provided, however, that Buyer shall not assume any of Sellers’ Liabilities for professional fees and other related costs of administering the Cases;
(d) Liabilities for fifty percent (50%) of any and all Transfer Taxes due as a result of the transactions contemplated by this Agreement as set forth in Section 6.10;
(e) Liabilities for severance costs (the amount thereof in accordance with Allegiance’s currently existing severance policy and past practice as described in Exhibit L) related to non-Transferred Employees who are Employees on the date hereof or hired in the Ordinary Course of Business thereafter and are terminated at Buyer’s request after the date hereof and Liabilities to Allegiance’s employees pursuant to Section 6.8(b); provided, however, that in no event shall Buyer be responsible for more than six (6) months of severance per Employee;
(f) Liabilities associated with customers of the Business, including credits or refunds due such custome...
Liabilities to be Assumed by Buyer. Subject to the terms and conditions of this Agreement, at the Closing, Sellers shall assign to Buyer, and Buyer shall assume from Sellers and pay when due, perform and discharge, in due course, without duplication, each of the Assumed Liabilities. “Assumed Liabilities” shall mean solely the following Liabilities:
Liabilities to be Assumed by Buyer. At the Closing, Buyer will assume only the following obligations of Sellers (the "Assumed Liabilities") and no others: (i) the Accounts Payable; (ii) all Liabilities of Sellers under the Assumed Contracts; provided, however, Buyer shall not assume or agree to pay, discharge or perform any Liabilities arising out of any breach by Sellers of any provision of any Assumed Contract, including Liability for breach, misfeasance or under any other theory relating to Sellers' conduct prior to the Closing; and (iii) those Liabilities listed on Schedule 2.3.
Liabilities to be Assumed by Buyer. Subject to the terms and conditions set forth herein, at Closing, Buyer shall assume, become obligated for, and hereby agrees to timely fulfill, perform, pay and discharge (or cause to be timely fulfilled, performed, paid or discharged), the following liabilities, and only the following liabilities, of Seller (collectively, the “Assumed Liabilities”):
(a) other than the Liabilities expressly retained by Seller pursuant to Section 2.4(c) or Section 2.4(f), all Reclamation Liabilities and Environmental Liabilities of any kind or character whatsoever resulting from, relating to, arising out of, or incurred in connection with the Purchased Assets or Xxxxxx Creek Mine Operations, whether accruing or arising prior to, on or after the Closing Date, including (i) any fines or penalties and related costs for any violations of, or actions needed to achieve compliance with, Applicable Laws governing the Purchased Assets or Xxxxxx Creek Mine Operations (including the Purchased Permits), even though the conditions or events leading up to such actions exist or have occurred in whole or in part on or prior to the Closing Date, and (ii) following Seller’s complete satisfaction of all of its obligations related to a particular matter retained by Seller in Section 2.4(f), all subsequent or on-going cost to (A) operate, monitor or maintain or perform additional reclamation or remediation with respect to any site, facility or other improvement constructed, improved or otherwise controlled (provided such control is transferred to Buyer) by Seller in satisfaction of its obligations related to the applicable matter expressly retained by Seller in Section 2.4(f) and/or (B) comply with any Purchased Permit, order or Applicable Laws, in each case for (A) and (B), following the date on which Seller has completely satisfied all of its obligations related to the applicable matter expressly retained by Seller in Section 2.4(f); provided that, for purposes of clarification, during the period in which Seller’s responsibilities for Retained Liabilities pursuant to Section 2.4(f) are being conducted, Buyer assumes all permit compliance sampling, monitoring and reporting requirements for the Purchased Assets, including all monthly discharge monitoring reports, and agrees to allow Seller access to such reporting;
(b) except for matters covered by Section 2.3(a) and other than the Liabilities expressly retained by Seller pursuant to Section 2.4(a), Section 2.4(f) or Section 2.4(g), all Liabil...
Liabilities to be Assumed by Buyer. Subject to the terms and conditions of this Agreement, at the Closing, Buyer shall assume and thereafter in due course pay and fully satisfy all liabilities, obligations and related expenses arising after the Closing pursuant to the terms of the Contracts, accrued compensation, accrued expenses and current short term notes (including those payable to First Chicago NBD) payables accrued and recorded on Sellers' books as of the Closing as set forth on Schedule 1.1(e) hereof. Except as otherwise specifically provided for in this Section 1.3, Buyer shall not assume, or in any way be liable or responsible for, any liabilities, obligations or debts of either Seller of any type or nature, including, without limitation, liabilities arising under all Contracts not identified on Schedule 1.1(e), any related unfunded pension liabilities, any medical, life, disability insurance liabilities, any xxxxxxx compensation claims, any local, state, federal, payroll or other tax liabilities, liabilities relating to claims for damages based upon the breach by either Seller of any federal, state or local environmental or occupational health and safety laws or regulations, liabilities related to products liability, tort claims or other litigation, any undisclosed liabilities, liabilities incurred for the costs and expenses of negotiating and consummating the transactions contemplated by this Agreement, liabilities incurred in connection with the termination of any of the Contracts to be transferred hereunder for which consent of the other party thereto is required but not obtained, any liabilities related to the classification of independent contractors, tort claims asserted against either Seller or claims against either Seller for breach of contract which are based on acts or omissions of either Seller occurring on, before or after the Closing.
Liabilities to be Assumed by Buyer. At the Closing, Buyer will assume only the following Liabilities of Seller (the "Assumed Liabilities") and no others: all Liabilities of Seller which arise after the Closing Time under the Acquired Intellectual Property.
Liabilities to be Assumed by Buyer. At the Closing, Buyer will assume and agree to perform and discharge when and as due the following liabilities and obligations, as the same may exist at or accrue following the Closing Date, and no others (the "Assumed Liabilities"):
Liabilities to be Assumed by Buyer. Subject to the terms of this Article III and upon completion of the Closing, Buyer covenants and agrees to assume, fulfill, perform and in due course discharge, all obligations and liabilities of any kind or character whatsoever resulting from, relating to, arising out of, or incurred in connection with the Purchased Assets, which obligations and liabilities result from, relate to, arise out of, or are incurred in connection with actions taken after completion of the Closing; provided, however, Buyer shall not assume any liability or obligation arising from or relating to a breach by Sellers of a representation, warranty or covenant set forth in this Agreement; provided, further, Buyer shall not assume any liability or obligation retained by Sellers under Section 3.4; provided, further, Buyer shall not assume any liability or obligation incurred by Covol under the Operation and Maintenance Agreement.
Liabilities to be Assumed by Buyer. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained, at the Closing, Sellers shall assign to Buyer (or one or more Subsidiaries of Buyer, as designated by Buyer in writing to Holdings prior to the submission of the Sale Order) and Buyer (or one or more Subsidiaries of Buyer, as designated by Buyer in writing to Holdings prior to the submission of the Sale Order) shall assume from Sellers and pay when due, perform and discharge, in due course, without duplication, each of the Assumed Liabilities. “Assumed Liabilities” shall mean solely the following other than the Excluded Liabilities:
Liabilities to be Assumed by Buyer. At the Closing, Buyer shall assume and agree to perform and discharge when and as due the following liabilities and obligations, and no others (the “Assumed Liabilities”):
(a) all liabilities and obligations that arise in connection with the operation of the Business by Buyer after the Closing Date;
(b) all liabilities and obligations of Seller to be paid or performed after the Closing Date arising in the ordinary course of the Business pursuant to any of the Assumed Contracts, except (i) to the extent such liabilities and obligations, but for a breach or default by Seller, would have been paid, performed or otherwise discharged on or prior to the Closing Date or (ii) to the extent the same arise out of any breach of contract, breach of warranty, tort, infringement or violation of law; and
(c) All (i) trade payables of Seller, (ii) deferred revenue of Seller and (iii) liabilities associated with Seller “paid time off,” provided that Buyer shall only be required to assume liabilities referenced in clauses (i) – (iii) that were incurred by Seller in the ordinary course of the Business and that are not in excess of the amount of such liabilities traditionally incurred by Seller in Seller’s past operation of the Business.
