LIABILITIES TO BE ASSUMED. As used in this Agreement, the term "Liability" shall mean and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, asserted, liquidated or unliquidated, secured or unsecured. Subject to the terms and conditions of this Agreement, on the Closing Date, Acquisition shall assume and agree to perform and discharge only the Liabilities of the Company listed in the Company Disclosure Schedule or Recent Balance Sheet (collectively the "Assumed Liabilities"). For greater certainty, the Assumed Liabilities include only the following and only to the extent disclosed on the Company Disclosure Schedule or the Recent Balance Sheet (except for Excluded Liabilities): (a) All Liabilities of the Company under the Contracts, Trade Rights, Real and Personal Property Leases, or any of the other Purchased Assets. (b) All Liabilities of the Company with respect to accounts payable that are in existence as of the Closing (the "Accounts Payable"). (c) All Liabilities of the Company under the Employee Plans/Agreements (as defined in Section 4.15(a)) described in Section 4.15(a) of the Company Disclosure Schedule (as hereinafter defined), including, without limitation, (i) all compensation and benefits accrued by or otherwise payable to any employee of the Company for premiums or benefits under any Employee Plans/Agreements (excluding payments to Company employees under the Company's Employee Retention Plan, which shall be paid to the Company employees in Buyer stock in accordance with Section 3.1 below), (ii) all severance or other benefits due pursuant to written agreements which are included in the Company Disclosure Schedule to Vinay Mehra and Krishna Pendyala to the extent that such xxxxxxxxxx is texxxxxxxx (xx xxxated as terminated) in connection with the consummation of the transactions contemplated by this Agreement, ] and (iii) all costs and expenses incurred in connection with the transfer of work visas from the Company to Buyer for those Affected Employees (as defined in Section 6.1), who are not U.S. citizens. (d) All Liabilities for claims for workers' compensation by person who at or prior to the Closing Date are or were employees of the Company, whether insured or otherwise, arising out of events occurring on, prior to or after the Closing Date (including, without limitation, claims existing at the Closing Date), and otherwise in accordance with the terms and conditions of all applicable workers' compensation statutes, without interruption as a result of any employment by Buyer on or after the Closing Date. (e) All Liabilities arising out of any claim, suit, action, arbitration, proceeding, investigation or other similar matter pending or arising on, prior to, or after the Closing Date in any way relating to the Company, the business or operations of the Company, or the Purchased Assets, whether or not arising out occurrences, transactions, events or incidents occurring prior to, on or after the Closing Date. (f) All Liabilities of Company arising out of or in any way relating to or resulting from any product manufactured, assembled or sold on or prior to the Closing Date (including any Liability of Company for claims made for (i) injury to person, (ii) damage to property or other damage, or (iii) repair, replacement or return of products sold and shipped by the Company, whether made in product liability, tort, breach of warranty or otherwise). (g) All Liabilities of the Company for federal, state, foreign, county, local and other income, ad valorem, excise, profits, franchise, occupation, property, payroll, sales, use, gross receipts and other taxes (and any interest and penalties) and assessments incurred by, or attributed to, the Company or the Purchased Assets on or prior to the Closing Date. (h) All Liabilities to third parties for infringement by the Company of such third party's Trade Rights. (i) All Liabilities of Company for any violation by the Company of, or failure by the Company to comply with, any statute, law, ordinance, rule or regulation (collectively, "Laws") or any order, writ, injunction, judgment, plan or decree (collectively, "Orders") of any court, arbitrator, department, commission, board, bureau, agency, authority, instrumentality or other body, whether federal, state, municipal, foreign or other (collectively, "Government Entities").
Appears in 2 contracts
Samples: Asset Purchase Agreement (Sonic Foundry Inc), Asset Purchase Agreement (Sonic Foundry Inc)
LIABILITIES TO BE ASSUMED. As used in this AgreementEffective as of the Closing, the term "Liability" shall mean and include Buyer shall, without any direct further responsibility or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation liability of or responsibility, fixed or unfixed, asserted, liquidated or unliquidated, secured or unsecured. Subject recourse to the terms Seller or its shareholders, directors, officers, employees, agents, consultants, representatives, successors, transferees or assignees, absolutely and conditions irrevocably assume and be solely liable and responsible for the following liabilities and obligations of this Agreementthe Seller, but in all events excluding the Excluded Liabilities (as defined in Section 1.4), to the extent existing on the Closing Date, Acquisition shall assume and agree to perform and discharge only the Liabilities of the Company listed in the Company Disclosure Schedule or Recent Balance Sheet Date (collectively the "Assumed LiabilitiesASSUMED LIABILITIES"). For greater certainty, the Assumed Liabilities include only the following and only to the extent disclosed on the Company Disclosure Schedule or the Recent Balance Sheet (except for Excluded Liabilities):
(a) All Liabilities all liabilities (including not more than $9,000,000 of the Company liabilities under the Contracts, Trade Rights, Real and Personal Property Leases, or any of the other Purchased Assets.
(b) All Liabilities of the Company with respect to accounts payable that are in existence as of the Closing (the "Accounts Payable").
(c) All Liabilities of the Company under the Employee Plans/Agreements Bank Credit Agreement (as defined in Section 4.15(a14.1(b)) described in Section 4.15(a)) of the Company Disclosure Schedule (as hereinafter defined)Seller reflected on the Interim Balance Sheet, includingor incurred in the ordinary course of business since the Interim Balance Sheet Date and through and including the Closing Date, without limitation, (i) all compensation and benefits accrued by or otherwise payable to any employee but in no event in excess of the Company for premiums or benefits under any Employee Plans/Agreements (excluding payments to Company employees under amount accrued on the Company's Employee Retention Plan, which shall be paid to the Company employees in Buyer stock in accordance with Section 3.1 below), (ii) all severance or other benefits due pursuant to written agreements which are included in the Company Disclosure Schedule to Vinay Mehra and Krishna Pendyala to the extent that such xxxxxxxxxx is texxxxxxxx (xx xxxated as terminated) in connection with the consummation balance sheet of the transactions contemplated by this Agreement, ] and (iii) all costs and expenses incurred in connection with the transfer Seller as of work visas from the Company to Buyer for those Affected Employees (as defined in Section 6.1), who are not U.S. citizens.
(d) All Liabilities for claims for workers' compensation by person who at or prior to the Closing Date are or were employees as finally determined under Section 3.2 (the "CLOSING BALANCE SHEET");
(b) all obligations and liabilities of the Company, whether insured or otherwise, Seller arising out of events occurring on, prior to or from and after the Closing Date (including, without limitation, claims existing at under the Closing Datecontracts and agreements of the Seller set forth on Schedule 1.1(c), all Real Property Leases and otherwise in accordance with the terms Space Leases, all liabilities set forth on Schedule 1.3(b) and conditions of all applicable workers' compensation statutes, without interruption as a result of any employment by Buyer on or after the Closing Date.
(e) All Liabilities arising out of any claim, suit, action, arbitration, proceeding, investigation or other similar matter pending or arising on, prior to, or after the Closing Date in any way liabilities and unperformed and unfulfilled obligations relating to the Company, the business or operations of the Company, or the Purchased Assets, whether or not arising out occurrences, transactions, events or incidents occurring prior to, on or after the Closing Date.
(f) All Liabilities of Company arising out of or in any way relating to or resulting from any product manufactured, assembled or sold on or prior all purchase orders and sale orders that are assigned to the Closing Date (including any Liability of Company for claims made for (iBuyer pursuant to Section 1.1(e) injury to person, (ii) damage to property or other damage, or (iii) repair, replacement or return of products sold and shipped by the Company, whether made in product liability, tort, breach of warranty or otherwise)hereof.
(g) All Liabilities of the Company for federal, state, foreign, county, local and other income, ad valorem, excise, profits, franchise, occupation, property, payroll, sales, use, gross receipts and other taxes (and any interest and penalties) and assessments incurred by, or attributed to, the Company or the Purchased Assets on or prior to the Closing Date.
(h) All Liabilities to third parties for infringement by the Company of such third party's Trade Rights.
(i) All Liabilities of Company for any violation by the Company of, or failure by the Company to comply with, any statute, law, ordinance, rule or regulation (collectively, "Laws") or any order, writ, injunction, judgment, plan or decree (collectively, "Orders") of any court, arbitrator, department, commission, board, bureau, agency, authority, instrumentality or other body, whether federal, state, municipal, foreign or other (collectively, "Government Entities").
Appears in 1 contract
LIABILITIES TO BE ASSUMED. As used in this Agreement, the term "Liability" shall mean and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, asserted, liquidated or unliquidated, secured or unsecured. Subject Buyer agrees to the terms and conditions of this Agreement, on the Closing Date, Acquisition shall assume and agree to perform and discharge only the Liabilities of the Company listed in the Company Disclosure liabilities specifically set forth on Schedule or Recent Balance Sheet 2.04 (collectively the "Assumed Liabilities"). For greater certaintyOn the Closing Date, Buyer shall execute and deliver to Seller the Assignment and Assumption Agreement, to reflect Buyer's assumption of the Assumed Liabilities include only Liabilities. Except for the following and only liabilities expressly set forth in Schedule 2.04, Buyer shall not assume or be obligated to perform any liabilities of any nature, whether known, unknown, absolute, accrued, contingent, inchoate or otherwise, relating to the extent disclosed on business, operations, property or assets of Seller. Without limiting the Company Disclosure Schedule or the Recent Balance Sheet (except for Excluded Liabilities):
(a) All Liabilities generality of the Company under the Contractsforegoing exclusion of liabilities not expressly set forth in Schedule 2.04, Trade RightsBuyer shall not assume and shall not be deemed to assume, Real and Personal Property Leaseswithout limitation, or any of the other Purchased Assets.
following liabilities or obligations: (bi) All Liabilities any liability or obligation for any Taxes arising from Seller's ownership of the Company with respect to accounts payable that are in existence as Assets or operation of the Closing Business prior to the Closing, determined on a daily basis, (ii) any liability or obligation for accrued salaries, workers' compensation, medical or disability benefits, vacation or sick or comprehensive leave benefits of or relating to Seller's employment or termination of its employees, consultants or independent contractors during the period (or portion thereof) prior to Closing, other than the vacation benefits set forth in Schedule 9.12 (iii) obligations under any contracts with any of Seller's employees (other than contractual rights to accrued vacation), (iv) pension or profit sharing liabilities, "Accounts Payable").
(c) All Liabilities of the Company under the Employee Plans/Agreements employee benefit plan" (as defined in Section 4.15(a)) described in Section 4.15(a3(3) of the Company Disclosure Schedule Employee Retirement Income Security Act of 1974 (as hereinafter defined"ERISA"), including, without limitation, (i) all compensation and benefits accrued by liabilities or otherwise payable severance liabilities owing to any employee of the Company for premiums Seller's employees, consultants or benefits under any Employee Plans/Agreements (excluding payments to Company employees under the Company's Employee Retention Plan, which shall be paid to the Company employees in Buyer stock in accordance with Section 3.1 below), (ii) all severance or other benefits due independent contractors pursuant to written agreements which are included in the Company Disclosure Schedule to Vinay Mehra and Krishna Pendyala to the extent that such xxxxxxxxxx is texxxxxxxx their employment with or termination from Seller, or (xx xxxated as terminatedv) in connection with the consummation of the transactions contemplated by this Agreement, ] and (iii) all costs and expenses incurred in connection with the transfer of work visas from the Company to Buyer for those Affected Employees (as defined in Section 6.1), who are not U.S. citizens.
(d) All Liabilities for claims for workers' compensation by person who at any liability or prior to the Closing Date are or were employees of the Company, whether insured or otherwise, obligation arising out of events occurring on, prior to or after the Closing Date (including, without limitation, claims existing at the Closing Date), and otherwise in accordance with the terms and conditions of all applicable workers' compensation statutes, without interruption as a result resulting from Seller's breach of any employment contract or other agreement or from any violation of any law or regulation of any federal, state, local or foreign government. The assumption by Buyer of any contract, lease or other agreement of Seller, as set forth on Schedule 2.04, shall include only payment and performance obligations thereunder which accrue or arise after the Closing Date.
(e) All Liabilities arising out ; in no event shall Buyer assume or be deemed to assume any liability of any claimnature (whether known, suitunknown, actionabsolute, arbitrationaccrued, proceeding, investigation contingent or other similar matter pending or arising on, prior to, or after the Closing Date in any way otherwise) relating to the Companyperformance under any such contract, the business lease or operations of the Company, or the Purchased Assets, whether or not arising out occurrences, transactions, events or incidents occurring prior to, on or after the Closing Date.
(f) All Liabilities of Company arising out of or in any way relating to or resulting from any product manufactured, assembled or sold on or prior to the Closing Date (including any Liability of Company for claims made for (i) injury to person, (ii) damage to property or other damage, or (iii) repair, replacement or return of products sold and shipped by the Company, whether made in product liability, tort, breach of warranty or otherwise).
(g) All Liabilities of the Company for federal, state, foreign, county, local and other income, ad valorem, excise, profits, franchise, occupation, property, payroll, sales, use, gross receipts and other taxes (and any interest and penalties) and assessments incurred by, or attributed to, the Company or the Purchased Assets on or agreement which accrued prior to the Closing Date.
(h) All Liabilities to third parties for infringement by the Company of such third party's Trade Rights.
(i) All Liabilities of Company for any violation by the Company of, or failure by the Company to comply with, any statute, law, ordinance, rule or regulation (collectively, "Laws") or any order, writ, injunction, judgment, plan or decree (collectively, "Orders") of any court, arbitrator, department, commission, board, bureau, agency, authority, instrumentality or other body, whether federal, state, municipal, foreign or other (collectively, "Government Entities").
Appears in 1 contract
LIABILITIES TO BE ASSUMED. As used At Closing Buyer shall assume and become responsible to pay, perform and discharge (i) those obligations of Seller of the type set forth on Exhibit 1.3 hereto (the "Trade Debt"), (ii) long and short term debt owing by Seller to Skandinavski Enskilda Banken and Nordbanken as set forth on Exhibit 1.3 hereto (the "Financial Institution Debt") and (iii) long and short term debt owing by Seller to Shareholder as set forth on Exhibit 1.3 hereto (the "Affiliate Debt"), as such obligations and debt are adjusted as the result of Seller's operations in the ordinary course of business (in a manner consistent with past practices) from January 1, 1999 through Closing Date (collectively the "Assumed Debt"). Notwithstanding any implication to the contrary above or elsewhere in this Agreement, (i) the term "Liability" Assumed Debt shall mean and not include any direct obligations or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation liabilities which are not of the same type as those set forth on Exhibit 1.3 hereto or responsibility, fixed or unfixed, asserted, liquidated or unliquidated, secured or unsecured. Subject to which are incurred by Seller in violation of the terms provisions of Sections 3.2 and conditions 3.3 of this Agreement, (ii) the principal amount of the Financial Institution Debt assumed by Buyer shall in no event exceed 45,500,000 Swedish kronor ("SEK"), (iii) the principal amount of the Affiliate Debt assumed by Buyer shall not exceed SEK 31,828,000 and (iv) the accrued and unpaid interest owing on the Closing DateFinancial Institution Debt and the Affiliate Debt assumed by Buyer shall not exceed the amount that would be owing thereunder if Seller pays such interest in accordance with applicable terms. In addition, Acquisition subject to the provisions of Section 1.8 below, Buyer shall assume at Closing the obligations of Seller accruing under the Contracts after the date of Closing (such contractual obligations and agree to perform and discharge only the Liabilities of the Company listed in the Company Disclosure Schedule or Recent Balance Sheet (collectively Assumed Debt collectively, the "Assumed Liabilities"). For greater certainty, Buyer does not assume any liabilities of Seller other than the Assumed Liabilities include only Liabilities, and, notwithstanding any implication to the contrary above or elsewhere in this Agreement, none of the following and only to the extent disclosed on the Company Disclosure Schedule liabilities or the Recent Balance Sheet (except obligations are "Assumed Liabilities" for Excluded Liabilities):purposes of this Agreement:
(a) All Liabilities Any of the Company under the ContractsSeller's accounts payable, Trade Rights, Real indebtedness or other liabilities and Personal Property Leases, obligations owing to Seller's shareholders or any of the other Purchased Assets.
(b) All Liabilities of the Company with respect to accounts payable that are in existence as of the Closing (the "Accounts Payable").
(c) All Liabilities of the Company under the Employee Plans/Agreements Affiliates (as defined in Section 4.15(a7.11 below) or any other parties (other than the Assumed Debt);
(b) described in Section 4.15(a) Any of Seller's or Shareholder's liabilities or obligations for expenses or fees incident to or arising out of the Company Disclosure Schedule (as hereinafter defined)negotiation, includingpreparation, without limitationapproval, (i) all compensation and benefits accrued by or otherwise payable to any employee authorization of the Company for premiums this Agreement or benefits under any Employee Plans/Agreements (excluding payments to Company employees under the Company's Employee Retention Plan, which shall be paid to the Company employees in Buyer stock in accordance with Section 3.1 below), (ii) all severance or other benefits due pursuant to written agreements which are included in the Company Disclosure Schedule to Vinay Mehra and Krishna Pendyala to the extent that such xxxxxxxxxx is texxxxxxxx (xx xxxated as terminated) in connection with the consummation (or preparation for the consummation) of the transactions contemplated by this Agreementhereby, ] including without limitation attorneys' and (iii) all accountants' fees and the costs and expenses incurred in connection with of preparing the transfer of work visas from the Company Audited Financial Statements referred to Buyer for those Affected Employees (as defined in Section 6.1)3.6 below;
(c) Other than those taxes set forth on Exhibit 1.3, who any liability or obligation of Seller with respect to federal, national, state, provincial, local or foreign taxes, levies, assessments, charges or fees which are imposed upon or measured by the income of Seller, and any federal, national, state, provincial, local or foreign sales, use, value added, profits, capital gains, service, gross receipts, occupation, property, property transfer, lease, capital stock, premium, excise, franchise, payroll, employment or similar taxes, levies, assessments, charges or fees (collectively "Taxes") payable by or imposed upon the assets of Seller and any liabilities for interest, penalties or additions to any of such Taxes, it being understood that Buyer shall not U.S. citizens.be deemed to be Seller's transferee with respect to any tax liability and that, notwithstanding anything to the contrary contained above, Buyer shall not under any circumstances be liable for any Taxes imposed upon or measured by the income of Seller;
(d) All Liabilities for claims for workers' compensation Any of Seller's liabilities or obligations by person who at reason of any violation or prior to the Closing Date are alleged violation of any federal, national, state, provincial, local or were employees foreign law or regulation or any requirement of the Company, whether insured or otherwise, arising out of events occurring on, prior to or after the Closing Date any governmental authority (including, without limitation, claims existing at the Closing Date"Environmental Laws" as defined in Section 2.1(m) below), and otherwise in accordance with or of the terms and conditions rights of all applicable workers' compensation statutesothers;
(e) Liabilities, without interruption if any, arising as a result of any employment by Buyer on or after the Closing Date.
(e) All Liabilities arising out transactions entered into in violation of any claim, suit, action, arbitration, proceeding, investigation or other similar matter pending or arising on, prior to, or after the Closing Date in any way relating to the Company, the business or operations of the Company, or the Purchased Assets, whether or not arising out occurrences, transactions, events or incidents occurring prior to, on or after the Closing Date.this Agreement;
(f) All Liabilities Any liability or obligation which would not have existed had all of Company Seller's and the Shareholder's representations and warranties been true as of the date of this Agreement and as of the Closing;
(g) Any liability or obligation for product liability or product nonconformity claims, or product warranty claims arising out in connection with products sold or manufactured by Seller;
(h) Other than those obligations set forth on Exhibit 1.3(h), any obligation owed to an employee of or in any way relating to or resulting from any product manufactured, assembled or sold Seller which accrues on or prior to the Closing, or which arises after the Closing Date (but is based substantially on conduct or events occurring prior to Closing, which relates to a claim for wages, harassment or discrimination, workers' compensation, disability, accrued vacation benefits, pension benefits, health, life or disability insurance claims, or severance benefits, including any Liability claim for severance benefits as a result of Company for claims made for (i) injury Seller's sale of the Assets to personBuyer under this Agreement, (ii) damage to property or other damagecollectively, or (iii) repair, replacement or return of products sold and shipped by the Company, whether made in product liability, tort, breach of warranty or otherwise"Employee Claims").
(g) All Liabilities of the Company for federal, state, foreign, county, local and other income, ad valorem, excise, profits, franchise, occupation, property, payroll, sales, use, gross receipts and other taxes (and any interest and penalties) and assessments incurred by, or attributed to, the Company or the Purchased Assets on or prior to the Closing Date.
(h) All Liabilities to third parties for infringement by the Company of such third party's Trade Rights.;
(i) All Liabilities Any other liability or obligation of Company Seller not expressly assumed by Buyer under Section 1.3 hereof; and
(j) Any liability for any violation by the Company of, or failure by the Company to comply with, any statute, law, ordinance, rule or regulation (collectively, "Laws") payment of premiums on or any order, writ, injunction, judgment, plan or decree (collectively, "Orders") of any court, arbitrator, department, commission, board, bureau, agency, authority, instrumentality or other body, whether federal, state, municipal, foreign or other (collectively, "Government Entities")amounts owing in connection with insurance coverage maintained by Seller.
Appears in 1 contract
Samples: Asset Purchase Agreement (American Precision Industries Inc)
LIABILITIES TO BE ASSUMED. As used in this Agreement, the term "Liability" shall mean BY THE PURCHASER The Purchaser hereby assumes and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, asserted, liquidated or unliquidated, secured or unsecured. Subject agrees to the terms and conditions of this Agreement, on the Closing Date, Acquisition shall assume and agree to perform and discharge be responsible for only the Liabilities specific obligations and liabilities of the Company listed in the Company Disclosure Schedule or Recent Balance Sheet Seller (collectively the "Assumed Liabilities")) listed on Schedule 4 hereto. For greater certainty, Purchaser shall not assume or be subject to any other debts ---------- or liabilities of the Assumed Liabilities include only the following and only to the extent disclosed on the Company Disclosure Schedule Seller or the Recent Balance Sheet (Shareholders. Without limiting the generality of the foregoing, in no event shall Purchaser assume or incur any liability or obligation in respect of any of the following, except for Excluded Liabilities):as provided on Schedule 4:
(a) All Liabilities any product liability or similar claim for injury to person or property, regardless of the Company under the Contractswhen made or asserted, Trade Rightswhich arises out of or is based upon any express or implied representation, Real and Personal Property Leaseswarranty, agreement or guarantee made by Seller, or alleged to have been made by Seller, or which is imposed or asserted to be imposed by operation of law, in connection with any service performed or product sold or leased by or on behalf of Seller on or prior to the other Purchased Assets.Initial Closing (as defined herein), including without limitation any claim relating to any product delivered in connection with the performance of such service and any claim seeking recovery for consequential damage, lost revenue or income;
(b) All Liabilities of the Company any federal, state or local income or other tax (i) payable with respect to accounts payable that are in existence the Business, Assets, properties or operations of Seller or any member of any affiliated group of which Seller is a member for any period prior to the date hereof, or (ii) incident to or arising as a consequence of the Closing (negotiation or consummation by Seller or any member of any affiliated group of which Seller is a member of this Agreement and the "Accounts Payable").transactions contemplated hereby;
(c) All Liabilities of the Company any liability or obligation under the Employee Plans/Agreements (as defined in Section 4.15(a)) described in Section 4.15(a) of the Company Disclosure Schedule (as hereinafter defined), including, without limitation, (i) all compensation and benefits accrued by or otherwise payable to any employee of the Company for premiums or benefits under any Employee Plans/Agreements (excluding payments to Company employees under the Company's Employee Retention Plan, which shall be paid to the Company employees in Buyer stock in accordance with Section 3.1 below), (ii) all severance or other benefits due pursuant to written agreements which are included in the Company Disclosure Schedule to Vinay Mehra and Krishna Pendyala to the extent that such xxxxxxxxxx is texxxxxxxx (xx xxxated as terminated) in connection with the consummation assets excluded from the Assets under Article 2(b);
(d) any liability or obligation arising prior to or as a result of the transactions contemplated by this Agreement to any employees, agents or independent contractors of Seller, whether or not employed by Purchaser after the date hereof, or under any benefit arrangement with respect thereto;
(e) any liability or obligation arising out of any breach by Seller of any provision of any agreement, contract, commitment or lease referred to in this Agreement, ] and including but not limited to liabilities or obligations arising out of Seller's failure to perform any agreement, contract, commitment or lease in accordance with its terms prior to the date hereof, but excluding however any liability arising out of the assignment to Purchaser of such agreements, contracts, commitments or leases in violation of the terms thereof; or
(iiif) all costs and expenses any liability or obligation of Seller arising or incurred in connection with the transfer negotiation, preparation and execution of work visas from this Agreement and the Company to Buyer for those Affected Employees (as defined in Section 6.1)transactions contemplated hereby and fees and expenses of counsel, who are not U.S. citizens.
(d) All Liabilities for claims for workers' compensation by person who at or prior to the Closing Date are or were employees of the Company, whether insured or otherwise, arising out of events occurring on, prior to or after the Closing Date (including, without limitation, claims existing at the Closing Date), and otherwise in accordance with the terms and conditions of all applicable workers' compensation statutes, without interruption as a result of any employment by Buyer on or after the Closing Date.
(e) All Liabilities arising out of any claim, suit, action, arbitration, proceeding, investigation or other similar matter pending or arising on, prior to, or after the Closing Date in any way relating to the Company, the business or operations of the Company, or the Purchased Assets, whether or not arising out occurrences, transactions, events or incidents occurring prior to, on or after the Closing Date.
(f) All Liabilities of Company arising out of or in any way relating to or resulting from any product manufactured, assembled or sold on or prior to the Closing Date (including any Liability of Company for claims made for (i) injury to person, (ii) damage to property or other damage, or (iii) repair, replacement or return of products sold and shipped by the Company, whether made in product liability, tort, breach of warranty or otherwise).
(g) All Liabilities of the Company for federal, state, foreign, county, local accountants and other income, ad valorem, excise, profits, franchise, occupation, property, payroll, sales, use, gross receipts and other taxes (and any interest and penalties) and assessments incurred by, or attributed to, the Company or the Purchased Assets on or prior to the Closing Dateexperts.
(h) All Liabilities to third parties for infringement by the Company of such third party's Trade Rights.
(i) All Liabilities of Company for any violation by the Company of, or failure by the Company to comply with, any statute, law, ordinance, rule or regulation (collectively, "Laws") or any order, writ, injunction, judgment, plan or decree (collectively, "Orders") of any court, arbitrator, department, commission, board, bureau, agency, authority, instrumentality or other body, whether federal, state, municipal, foreign or other (collectively, "Government Entities").
Appears in 1 contract
LIABILITIES TO BE ASSUMED. As used in this Agreement, the term "Liability" shall mean and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, asserted, liquidated or unliquidated, secured or unsecured. Subject to the terms and conditions of this Agreement, on the Closing Date, Acquisition 6.1 The Purchasers shall assume responsibility as from Completion for the payment and agree to perform and discharge only the Liabilities performance of the Company listed in the Company Disclosure Schedule or Recent Balance Sheet (collectively the "Assumed Liabilities"). For greater certainty, the Assumed Liabilities include only in accordance with Clause 6.2 and shall pay and discharge the following Assumed Liabilities as the same fall due for payment and shall indemnify Thales, and the Companies against the Assumed Liabilities, and Thales declares itself to be trustee of the benefit of this Clause for itself and the Companies.
6.2 It is agreed that the Assumed Liabilities shall be assumed as follows:
6.2.1 the UK Purchaser shall assume the Assumed Liabilities relating to the UK Business;
6.2.2 the French Purchaser shall assume the Assumed Liabilities relating to the French Business;
6.2.3 the German Purchaser shall assume the Assumed Liabilities relating to the German Business;
6.2.4 the US Purchaser shall assume the Assumed Liabilities relating to the US Business; and
6.2.5 Nice shall assume the Assumed Liabilities relating to the Assigned IPR and the Wordnet 3 Licence (subject to the satisfaction of the Condition at Clause 2.1.
6.3 The Thales Group shall continue to be responsible for the Excluded Liabilities and shall promptly discharge all debts, liabilities and obligations in connection with the Excluded Liabilities and Thales shall indemnify the Purchasers against all Excluded Liabilities. Nothing in this Agreement shall make the Purchasers liable for or assume any liability for any act, neglect, default or omission in respect of any of the Contracts committed by the Thales Group or occurring before Completion or impose any obligation on the Purchasers for and in respect of any product delivered or service performed by the Thales Group in connection with the Business before Completion save in respect of:
(a) the obligations in respect of warranty work under clause 17.1;
(b) the obligations in respect of the provision of Additional Services under clause 17.2; and
(c) obligations for which a specific provision has been made in the Completion Balance Sheet but only to the extent disclosed on the Company Disclosure Schedule or the Recent Balance Sheet (except for Excluded Liabilities):
(a) All Liabilities of the Company under the Contracts, Trade Rights, Real and Personal Property Leases, or any of the other Purchased Assets.
(b) All Liabilities of the Company with respect to accounts payable that are in existence as of the Closing (the "Accounts Payable").
(c) All Liabilities of the Company under the Employee Plans/Agreements (as defined in Section 4.15(a)) described in Section 4.15(a) of the Company Disclosure Schedule (as hereinafter defined), including, without limitation, (i) all compensation and benefits accrued by or otherwise payable to any employee of the Company for premiums or benefits under any Employee Plans/Agreements (excluding payments to Company employees under the Company's Employee Retention Plan, which shall be paid to the Company employees in Buyer stock in accordance with Section 3.1 below), (ii) all severance or other benefits due pursuant to written agreements which are included in the Company Disclosure Schedule to Vinay Mehra and Krishna Pendyala to the extent that such xxxxxxxxxx is texxxxxxxx (xx xxxated as terminated) in connection with the consummation of the transactions contemplated by this Agreement, ] and (iii) all costs and expenses incurred in connection with the transfer of work visas from the Company to Buyer for those Affected Employees (as defined in Section 6.1), who are not U.S. citizens.
(d) All Liabilities for claims for workers' compensation by person who at or prior to the Closing Date are or were employees of the Company, whether insured or otherwise, arising out of events occurring on, prior to or after the Closing Date (including, without limitation, claims existing at the Closing Date), and otherwise in accordance with the terms and conditions of all applicable workers' compensation statutes, without interruption as a result of any employment by Buyer on or after the Closing Date.
(e) All Liabilities arising out of any claim, suit, action, arbitration, proceeding, investigation or other similar matter pending or arising on, prior to, or after the Closing Date in any way relating to the Company, the business or operations of the Company, or the Purchased Assets, whether or not arising out occurrences, transactions, events or incidents occurring prior to, on or after the Closing Date.
(f) All Liabilities of Company arising out of or in any way relating to or resulting from any product manufactured, assembled or sold on or prior to the Closing Date (including any Liability of Company for claims made for (i) injury to person, (ii) damage to property or other damage, or (iii) repair, replacement or return of products sold and shipped by the Company, whether made in product liability, tort, breach of warranty or otherwise).
(g) All Liabilities of the Company for federal, state, foreign, county, local and other income, ad valorem, excise, profits, franchise, occupation, property, payroll, sales, use, gross receipts and other taxes (and any interest and penalties) and assessments incurred by, or attributed to, the Company or the Purchased Assets on or prior to the Closing Date.
(h) All Liabilities to third parties for infringement by the Company of such third party's Trade Rightsprovision.
(i) All Liabilities of Company for any violation by the Company of, or failure by the Company to comply with, any statute, law, ordinance, rule or regulation (collectively, "Laws") or any order, writ, injunction, judgment, plan or decree (collectively, "Orders") of any court, arbitrator, department, commission, board, bureau, agency, authority, instrumentality or other body, whether federal, state, municipal, foreign or other (collectively, "Government Entities").
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LIABILITIES TO BE ASSUMED. As used in this Agreement, SAIC agrees to assume only the term liabilities specifically set forth on SCHEDULE 2.04-A ("Liability" shall mean and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, asserted, liquidated or unliquidated, secured or unsecuredASSUMED LIABILITIES"). Subject to the terms and conditions of this Agreement, on On the Closing Date, Acquisition SAIC shall execute and deliver to Xxxxxxx an assignment and assumption agreement, which shall be substantially in the form of EXHIBIT 2.04-B ("ASSUMPTION AGREEMENT") to reflect SAIC's assumption of the Assumed Liabilities. Except as expressly set forth in this Section 2.04, SAIC will not assume or be obligated to perform any liabilities of any nature (whether known, unknown, absolute, accrued, contingent, inchoate or otherwise) relating to the business, operations, property or assets of Xxxxxxx. Except as expressly set forth in this SCHEDULE 2.04-A, SAIC shall not assume and agree shall not be deemed to perform and discharge only the Liabilities of the Company listed in the Company Disclosure Schedule or Recent Balance Sheet (collectively the "Assumed Liabilities"). For greater certainty, the Assumed Liabilities include only the following and only to the extent disclosed on the Company Disclosure Schedule or the Recent Balance Sheet (except for Excluded Liabilities):
(a) All Liabilities of the Company under the Contracts, Trade Rights, Real and Personal Property Leases, or any of the other Purchased Assets.
(b) All Liabilities of the Company with respect to accounts payable that are in existence as of the Closing (the "Accounts Payable").
(c) All Liabilities of the Company under the Employee Plans/Agreements (as defined in Section 4.15(a)) described in Section 4.15(a) of the Company Disclosure Schedule (as hereinafter defined), includingassume, without limitation, any of the following liabilities or obligations: (i) all compensation and benefits any liability or obligation for any Xxxxxxx Taxes or accrued by salaries, workers' compensation, medical or otherwise payable sick pay of or relating to any employee of the Company for premiums or benefits under any Employee Plans/Agreements (excluding payments to Company employees under the Company's Employee Retention Plan, which shall be paid to the Company employees in Buyer stock in accordance with Section 3.1 below)Xxxxxxx employees, (ii) all severance or other benefits due pursuant to written agreements which are included in the Company Disclosure Schedule to Vinay Mehra and Krishna Pendyala to the extent that such xxxxxxxxxx is texxxxxxxx (xx xxxated as terminated) in connection obligations under any contracts with the consummation of the transactions contemplated by this AgreementXxxxxxx employees, ] and (iii) all costs and expenses incurred in connection with the transfer of work visas from the Company to Buyer for those Affected Employees pension or profit sharing liabilities or severance liabilities, or (as defined in Section 6.1), who are not U.S. citizens.
(div) All Liabilities for claims for workers' compensation by person who at any liability or prior to the Closing Date are or were employees of the Company, whether insured or otherwise, obligation arising out of events occurring on, prior to or after the Closing Date (including, without limitation, claims existing at the Closing Date), and otherwise in accordance with the terms and conditions of all applicable workers' compensation statutes, without interruption as a result resulting from Xxxxxxx'x breach of any employment contract or other agreement or from any violation of any federal, state, local or foreign government's laws or regulations. The assumption by Buyer SAIC of any contract, lease or other agreement of Xxxxxxx, as set forth on SCHEDULE 2.04-A, shall include only payment and performance obligations thereunder which accrue or arise after the Closing Date.
(e) All Liabilities arising out ; in no event shall SAIC assume or be deemed to assume any liability of any claimnature (whether known, suitunknown, actionabsolute, arbitrationaccrued, proceeding, investigation contingent or other similar matter pending or arising on, prior to, or after the Closing Date in any way otherwise) relating to the Companyperformance under any such contract, the business lease or operations of the Company, or the Purchased Assets, whether or not arising out occurrences, transactions, events or incidents occurring prior to, on or after the Closing Date.
(f) All Liabilities of Company arising out of or in any way relating to or resulting from any product manufactured, assembled or sold on or prior to the Closing Date (including any Liability of Company for claims made for (i) injury to person, (ii) damage to property or other damage, or (iii) repair, replacement or return of products sold and shipped by the Company, whether made in product liability, tort, breach of warranty or otherwise).
(g) All Liabilities of the Company for federal, state, foreign, county, local and other income, ad valorem, excise, profits, franchise, occupation, property, payroll, sales, use, gross receipts and other taxes (and any interest and penalties) and assessments incurred by, or attributed to, the Company or the Purchased Assets on or agreement which accrued prior to the Closing Date, unless such liability is included within the Assumed Liabilities.
(h) All Liabilities to third parties for infringement by the Company of such third party's Trade Rights.
(i) All Liabilities of Company for any violation by the Company of, or failure by the Company to comply with, any statute, law, ordinance, rule or regulation (collectively, "Laws") or any order, writ, injunction, judgment, plan or decree (collectively, "Orders") of any court, arbitrator, department, commission, board, bureau, agency, authority, instrumentality or other body, whether federal, state, municipal, foreign or other (collectively, "Government Entities").
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Samples: Asset Purchase Agreement (Maxwell Technologies Inc)
