Common use of Liabilities to be Assumed by Xxxxx Clause in Contracts

Liabilities to be Assumed by Xxxxx. 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, each of the Assumed Liabilities. In no event shall an Assumed Liability include any Liabilities or obligations of Sellers that relate to any breach of representation, warranty, covenant or agreement, or non-compliance with any Law, that arose on or prior to the Closing Date. Notwithstanding the foregoing and for the avoidance of doubt, Assumed Liabilities shall not include any Liability that constitutes an “Excluded Liability” or any Liability relating to or arising out of any violation of Law by, or any Claim against, Sellers or any breach, default or violation by Sellers of or under any Assumed Contracts.