Obligations Assumed. As partial consideration for consummation of the transactions contemplated hereby, effective upon the Closing, Buyer hereby assumes and agrees to hereafter perform when due and discharge the following liabilities and obligations of Seller and Parent (the "Assumed Liabilities") and no other liabilities or obligations of Seller or Parent: 3.1.1 all obligations and liabilities of Parent for all ad valorem property taxes on the Fee Property and other Purchased Assets which become due and payable after the Closing Date (it being understood that, as between Seller, Parent and Buyer, the proration provisions of Section 2.6 hereof shall govern); 3.1.2 all liabilities, obligations, costs and expenses arising out of or relating to Buyer's ownership or operation of the Purchased Assets or the Business after the Closing or which relate to or arise out of Buyer's performance of the Easements and Similar Agreements, Permits, the Contracts and Intellectual Property (collectively, the "Instruments") after the Closing Date; 3.1.3 all accounts payable and all other nondelinquent current liabilities of Seller of the nature included in the calculation of Net Working Capital and incurred in the ordinary course of business, including all obligations under purchase orders, attributable to the ownership or operation of the Purchased Assets or the Business; 3.1.4 any Claim of Environmental Liability for which Buyer is responsible under Article IX of this Agreement, subject to Seller's obligations contained in Section 9.2.3; 3.1.5 all liabilities and obligations of Seller to hold, store or retain finished goods located at the Fee Property for customers who have previously purchased such goods; 3.1.6 any liability or obligation to the extent arising out of any act or omission occurring, or condition or circumstance coming into existence, after the Closing Date with respect to Buyer's ownership or operation of the Purchased Assets or the Business, or any product sold or manufactured by Buyer or any service provided by Buyer after the Closing Date (including all product liability and warranty claims and product returns with respect thereto); and 3.1.7 any liability or obligation arising out of any claim, litigation or proceeding to the extent such claim, litigation or proceeding is based on or caused by any act or omission occurring, or condition or circumstances coming into existence after the Closing Date with respect to the Purchased Assets or the Business.
Appears in 1 contract
Obligations Assumed. As partial consideration for consummation Buyer shall assume, effective as of the transactions contemplated herebyClosing and as part of the Purchase Price, effective upon the Closingand shall pay, Buyer hereby assumes discharge and agrees to hereafter perform as and when due and discharge due, each of the following liabilities and obligations of Seller and Parent (the "Assumed LiabilitiesASSUMED OBLIGATIONS"):
(a) and no other liabilities or obligations of Seller or Parent:
3.1.1 (i) all obligations and liabilities of Parent for all ad valorem property taxes Seller which pertain to or are to be performed during any period commencing on the Fee Property and other Purchased Assets which become due and payable or after the Closing Date (it being understood thatand which arise under any contract, as between Sellerlicense, Parent and Buyerpermit, agreement, arrangement, understanding or undertaking included in the Transferred Assets, including the Contracts, the proration provisions Real Property Leases and the Permits, and any obligation or liability of Section 2.6 hereof shall govern);
3.1.2 all liabilities, obligations, costs and expenses arising out Seller's Affiliates which is in the nature of or relating to Buyer's ownership or operation a guaranty of any of the Purchased Assets or foregoing (including letters of credit and performance bonds) and (ii) all obligations and inabilities of Seller under those open purchase orders which were entered into by Seller in the Business after ordinary course of business with respect to the Hospital Businesses before the Closing Date and which provide for the delivery of goods or which relate services subsequent to or arise out of Buyer's performance of the Easements and Similar Agreements, Permits, the Contracts and Intellectual Property Closing Date (collectively, the "InstrumentsASSUMED CONTRACTS").
(b) after All obligations and liabilities to the Hired Employees for (i) accrued and earned paid time off or vacation pay of any kind whatsoever through the Closing Date;
3.1.3 all accounts payable and all other nondelinquent current liabilities , whether or not the same has been recorded on the financial records of Seller of ("PAID TIME OFF") and (ii) accrued sick pay (both regular sick pay and extended sick leave), whether or not the nature included in same has been recorded on the calculation of Net Working Capital and incurred in the ordinary course of business, including all obligations under purchase orders, attributable to the ownership or operation of the Purchased Assets or the Business;
3.1.4 any Claim of Environmental Liability for which Buyer is responsible under Article IX of this Agreement, subject to Seller's obligations contained in Section 9.2.3;
3.1.5 all liabilities and obligations financial records of Seller to hold, store or retain finished goods located at the Fee Property for customers who have previously purchased such goods;
3.1.6 any liability or obligation to the extent arising out of any act or omission occurring, or condition or circumstance coming into existence, after the Closing Date with respect to Buyer's ownership or operation of the Purchased Assets or the Business, or any product sold or manufactured by Buyer or any service provided by Buyer after the Closing Date (including all product liability and warranty claims and product returns with respect thereto"SICK PAY"); and
3.1.7 any liability or obligation arising out of any claim, litigation or proceeding to the extent such claim, litigation or proceeding is based on or caused by any act or omission occurring, or condition or circumstances coming into existence after the Closing Date with respect to the Purchased Assets or the Business.. Schedule 3.1
Appears in 1 contract
Samples: Stockholders Agreement (New American Healthcare Corp)
Obligations Assumed. As partial consideration for consummation of Subject to the transactions contemplated hereby, effective upon the Closing, Buyer hereby assumes representations and agrees to hereafter perform when due and discharge the following liabilities and obligations warranties of Seller contained in Section 5, Purchaser shall assume and Parent become responsible for certain contract obligations (the "Assumed LiabilitiesObligations") of Seller relating to the Business. The Assumed Obligations and no other liabilities or the manner of treatment thereof shall be as follows:
(i) All obligations of Seller under Service Agreements (whether oral or Parent:
3.1.1 all obligations and liabilities of Parent written) with Seller's clients for all ad valorem property taxes on the Fee Property and other Purchased Assets which become due and payable work to be performed by Purchaser after the Closing Date (it being understood that, as between Seller, Parent and Buyer, the proration provisions of Section 2.6 hereof shall govern);
3.1.2 all liabilities, obligations, costs and expenses arising out of or relating to Buyer's ownership or operation of the Purchased Assets or the Business after the Closing or which relate to or arise out of Buyer's performance of the Easements and Similar Agreements, Permits, the Contracts and Intellectual Property (collectively, the "Instruments") after the Closing Date;
3.1.3 all accounts payable and all other nondelinquent current liabilities of Seller of the nature included in the calculation of Net Working Capital and incurred agreements were entered into in the ordinary course of business, including which are incomplete as of Closing (all payments received from clients relating to work performed under such Service Agreements after the Closing shall belong to Purchaser). Copies of such written Service Agreements, if any, are included on Exhibit 1.2(f) have been made available to Purchaser prior to Closing.
(ii) All obligations of Seller for work or services to be performed, and payments to be made, after the Closing under purchase ordersAdministrative Agreements, attributable to which Administrative Agreements were entered into in the ownership or operation ordinary course of business and are listed on Exhibit 1.2(e).
(iii) All obligations of Seller arising after the Purchased Assets or Closing under the Business;Assumed Leases.
3.1.4 any Claim of Environmental Liability for which Buyer is responsible under Article IX of this Agreement, subject to Seller's obligations contained in Section 9.2.3;
3.1.5 all liabilities and (iv) All unused paid time-off obligations of Seller to hold, store or retain finished goods located at the Fee Property employees of Seller who are hired by Purchaser. Purchaser's obligation for customers who have previously purchased such goods;
3.1.6 any liability or unused paid time-off is limited to Purchaser's obligation to permit the extent arising out employees to receive paid time-off while employed by Purchaser, but Purchaser shall have no obligation to pay to any such employee compensation for any unused paid time-off not utilized by the employee. Further, there is no obligation of Purchaser to accumulate any act or omission occurringpaid time-off obligation of Seller to employees to future years.
(v) All obligations under the office equipment leases and other capitalized leases listed on Exhibit 1.2(r) relating to periods after the Closing. Seller agrees to assign to Purchaser all of Seller's rights and interest in and to all contracts and agreements giving rise to the Assumed Obligations and all other benefits associated therewith, or condition or circumstance coming into existence, after and the right to accept contracts from all quotations by the Business outstanding as of the close of business on the Closing Date without any obligation to Seller. However, Purchaser agrees to pay and discharge all Assumed Obligations in a timely and prompt manner in accordance with respect to Buyer's ownership or operation of the Purchased Assets or the Business, or any product sold or manufactured by Buyer or any service provided by Buyer after the Closing Date (including all product liability and warranty claims and product returns with respect thereto); and
3.1.7 any liability or obligation arising out of any claim, litigation or proceeding to the extent such claim, litigation or proceeding is based on or caused by any act or omission occurring, or condition or circumstances coming into existence after the Closing Date with respect to the Purchased Assets or the Businessterms thereof.
Appears in 1 contract
Samples: Asset Purchase Agreement (Healthplan Services Corp)
Obligations Assumed. As partial consideration for consummation Buyer shall assume as of the transactions contemplated herebyClosing Date, effective upon the Closing, Buyer hereby assumes and agrees to hereafter perform when due and discharge in accordance with their terms, the following liabilities and obligations of Seller (from and Parent after the Closing Date) in connection with or arising out of the Business: (i) all of the liabilities reflected on Seller's Balance Sheet (as defined in Section 5.3 below) and such additional liabilities as shall have been incurred in the usual and ordinary course of business between the date of Seller's Balance Sheet and the Closing Date and which remain unpaid as of the Closing Date, (ii) the Notes Payable and other liabilities of Seller specifically identified on Schedule 3.1 hereof (the "Scheduled Liabilities") including all notes payable pursuant to the Term Loan and Security Agreement between Seller and Northern Telecom Finance Corporation dated February 17, 1994 (the "Northern Telecom Debt"), (iii) the Permits (including, without limitation, the obligation to provide service as required by effective tariffs on file with the CPUC), (iv) Seller's Agreements listed on or incorporated into Schedule 5.5(ii) hereof, and the employee retention agreements listed on Schedule 5.5(iv) and the ongoing obligations to pay retention bonuses thereunder, (v) the Buyer Advances (as defined in Section 7.3(b) below), and (vi) such other leases and agreements entered into between the date hereof and the Closing Date that are approved by Buyer and are incurred in the usual and ordinary course of business (the terms "Scheduled Liabilities," and "Seller's Agreements" as used herein shall include all such additional assumed liabilities, leases and contracts). All such obligations to be assumed by Buyer are referred to herein collectively as the "Assumed Liabilities") and no other liabilities or obligations of Seller or Parent:
3.1.1 all obligations and liabilities of Parent for all ad valorem property taxes on the Fee Property and other Purchased Assets which become due and payable after the Closing Date (it being understood that, as between Seller, Parent and Buyer, the proration provisions of Section 2.6 hereof shall govern);
3.1.2 all liabilities, obligations, costs and expenses arising out of or relating to Buyer's ownership or operation of the Purchased Assets or the Business after the Closing or which relate to or arise out of Buyer's performance of the Easements and Similar Agreements, Permits, the Contracts and Intellectual Property (collectively, the "Instruments") after the Closing Date;
3.1.3 all accounts payable and all other nondelinquent current liabilities of Seller of the nature included in the calculation of Net Working Capital and incurred in the ordinary course of business, including all obligations under purchase orders, attributable to the ownership or operation of the Purchased Assets or the Business;
3.1.4 any Claim of Environmental Liability for which ." Buyer is responsible under Article IX of not assuming any obligations or liabilities except for those identified above in this Agreement, subject to Seller's obligations contained in Section 9.2.3;
3.1.5 all liabilities and obligations of Seller to hold, store or retain finished goods located at the Fee Property for customers who have previously purchased such goods;
3.1.6 any liability or obligation to the extent arising out of any act or omission occurring, or condition or circumstance coming into existence, after the Closing Date with respect to Buyer's ownership or operation of the Purchased Assets or the Business, or any product sold or manufactured by Buyer or any service provided by Buyer after the Closing Date (including all product liability and warranty claims and product returns with respect thereto); and
3.1.7 any liability or obligation arising out of any claim, litigation or proceeding to the extent such claim, litigation or proceeding is based on or caused by any act or omission occurring, or condition or circumstances coming into existence after the Closing Date with respect to the Purchased Assets or the Business3.1.
Appears in 1 contract
Samples: Asset Purchase Agreement (Nextlink Communications LLC)
Obligations Assumed. As partial part of the consideration for consummation of the transactions contemplated herebyPurchased Assets, effective upon the Closingand subject to Section 3.2, Buyer hereby assumes and agrees to hereafter perform when due and discharge shall assume the following liabilities and obligations of Seller and Parent (the "Assumed LiabilitiesObligations") and no other ), which Buyer shall pay, perform, or discharge when due in accordance with their terms, subject to any defenses or claimed offsets asserted in good faith against the obligee to whom such liabilities or obligations are owed:
(a) all debts, liabilities and obligations that Buyer has assumed or agreed to assume pursuant to this Agreement;
(b) all of the debts, liabilities and obligations of Seller identified or Parent:provided for in the Financial Statements as set forth on Schedule 3.1(b);
3.1.1 (c) all of the debts, liabilities and obligations of Seller, in accordance with the terms thereof, under or with respect to the Contracts, including, without limitation, those arising in connection with any breach or violation of any Contract by Seller prior to Closing, but excluding any obligations or liabilities arising from or related to (i) the principal amount of the Sabre Note, (ii) the Stockholder Notes, (iii) the Lanigan Employment Agreement, (iv) the Agreement for Services datex Xxxxx 25, 2002 (the "ICGC Agreement"), between Seller and ICG Commerce, Inc. ("ICGC") (except for the existing engagements thereunder for Novartis Pharmaceuticals entered into on August 8, 2002, Timken Steel entered into on August 8, 2002, and Dole entered into on October 21, 2002) and (v) any contracts or agxxxxents listed on Schedule 3.1(c);
(d) all of the debts, liabilities and obligations of Parent Seller for all ad valorem property taxes on inventory ordered by Seller in the Fee Property ordinary course of business prior to the Closing Date and other Purchased Assets which become due and payable delivered to Buyer after the Closing Date (it being understood that, as between Seller, Parent and Buyer, the proration provisions of Section 2.6 hereof shall govern)Date;
3.1.2 (e) all liabilitiesof the debts, obligations, costs liabilities and expenses arising out obligations of or relating Seller which relate to Buyer's ownership or operation of the Purchased Assets or the Business after to the Closing extent attributable to occurrences or which relate to or arise out of Buyer's performance of circumstances arising following the Easements and Similar Agreements, Permits, the Contracts and Intellectual Property (collectively, the "Instruments") after the Closing DateClosing;
3.1.3 all accounts payable and all other nondelinquent current liabilities of Seller of (f) any sales or transfer Taxes that may be due from the nature included in the calculation of Net Working Capital and incurred in the ordinary course of business, including all obligations under purchase orders, attributable to the ownership or operation sale of the Purchased Assets or the Business;
3.1.4 any Claim of Environmental Liability for which Buyer is responsible under Article IX of pursuant to this Agreement, subject to Seller's obligations contained in Section 9.2.3and any recording fees imposed upon the transfer of the Purchased Assets hereunder and the filing of any instruments;
3.1.5 all (g) the following (and no other) liabilities and obligations with respect to employees of Seller hired by Buyer in accordance with in Section 6.1:
(1) liabilities of Seller for wages or salary,
(2) liabilities of Seller for bonuses or commissions,
(3) liabilities of Seller for reasonable and customary severance costs (including without limitation as a result of this transaction), it being agreed that one week's pay per year of service, with a minimum payment of two weeks pay and a maximum of six weeks pay is reasonable and customary,
(4) liabilities of Seller for workers' compensation, and
(5) liabilities of Seller for sick pay and vacation accruals. However, notwithstanding the foregoing, in no event shall any such liabilities be assumed by Buyer to holdthe extent that such liabilities arise as a result of any claims by employees of Seller or any ERISA Affiliate (as defined in Section 4.8(a)(i) hereof) of Seller of age, store sex, religious, disability, or retain finished goods located at the Fee Property for customers who have previously purchased such goods;other unlawful discrimination by Seller or any ERISA Affiliate of Seller.
3.1.6 (h) any liability or obligation to the extent arising out (contingent or otherwise) of any act or omission occurring, or condition or circumstance coming into existence, after the Closing Date with respect to Buyer's ownership or operation of the Purchased Assets or the Business, or any product sold or manufactured by Buyer or any service provided by Buyer after the Closing Date (including all product liability and warranty claims and product returns with respect thereto); and
3.1.7 any liability or obligation Seller arising out of any claim, litigation or proceeding either (i) threatened or pending on or before the Closing Date or (ii) threatened or initiated after the Closing Date to the extent such claim, litigation or proceeding is based on or caused by any act or omission occurring, or condition or circumstances coming into existence after existing, prior to the Closing Date Date, with respect to the Purchased Assets Assets, the Assumed Obligations or the Business;
(i) any liability for product sold or manufactured by Seller or any service provided by Seller prior to the Closing in connection with the Business, including all product liability and warranty claims and product returns with respect thereto; and
(j) all accrued interest on the Sabre Note from September 30, 2002 until the Closing, which accrued interest Buyer shall to pay to Sabre at the Closing.
Appears in 1 contract
Samples: Asset Purchase Agreement (Manhattan Associates Inc)
Obligations Assumed. As partial part of the consideration for consummation the Purchased Assets from and after the Closing Date, Buyer shall assume, fully perform, and timely discharge (i) all debts, obligations and liabilities of Seller or Dan Xxx under the trade accounts payable listed on the Closing Date Balance Sheet (the "Accounts Payable"), (ii) the accrued liabilities listed on the Closing Date Balance Sheet and of the transactions contemplated herebysame nature as the accrued liabilities at August 31, effective upon 1995, as set forth on Schedule 3.1(a) hereto including performance of the ClosingRepairs (the "Accrued Liabilities"), Buyer hereby assumes (iii) all debts, obligations and agrees to hereafter perform when due and discharge the following liabilities and obligations of Seller or Dan Xxx that accrue or are otherwise attributable to periods after the Closing Date under the Contracts listed in Schedule 2.1(d) (as updated through the Closing Date), pursuant to Purchase and Parent Sales Contracts listed on Schedule 2.1(e), and under Leases listed on Schedule 2.1(h), (iv) except with respect to products that have been manufactured, assembled and tested prior to the Closing Date, all liabilities, damages or obligations relating to any litigation, claim, suit or proceedings with respect to the Business for product liability and product warranties, in each case for products sold by the Business on or after the Closing Date (the "Assumed Liabilities"), (v) any and no other all liabilities or obligations of Seller or Parent:
3.1.1 all obligations and liabilities of Parent for all ad valorem property taxes on the Fee Property and other Purchased Assets which become due and payable after the Closing Date (it being understood that, as between Seller, Parent and Buyer, the proration provisions of Section 2.6 hereof shall govern);
3.1.2 all liabilities, obligations, costs and expenses arising out of any governmental compliance, enforcement or relating to Buyer's ownership regulatory action, suit or claim or any claim by any person or entity arising out of the operation of the Business or the Purchased Assets on or the Business after the Closing or which relate to or arise out of Buyer's performance of the Easements and Similar Agreements, Permits, the Contracts and Intellectual Property (collectively, the "Instruments") after the Closing Date;
3.1.3 all accounts payable , and all other nondelinquent current liabilities of Seller of the nature included in the calculation of Net Working Capital and incurred in the ordinary course of business, including all obligations (vi) any liability under purchase orders, attributable to the ownership or operation of the Purchased Assets or the Business;
3.1.4 any Claim of Environmental Liability for which Buyer is responsible under Article IX of this Agreement, subject agreements relating to Seller's obligations contained in Section 9.2.3;
3.1.5 all liabilities and obligations employment of Seller to holdtemporary employees, store or retain finished goods located at the Fee Property for customers who have previously purchased such goods;
3.1.6 any liability or obligation to the extent arising out of any act or omission occurring, or condition or circumstance coming into existence, after the Closing Date with respect to Buyer's ownership or operation of the Purchased Assets or the Business, or any product sold or manufactured by Buyer or any service provided by Buyer after the Closing Date (including all product liability and warranty claims and product returns with respect thereto); and
3.1.7 any liability or obligation arising out of any claim, litigation or proceeding but only to the extent such claim, litigation or proceeding is based on or caused by any act or omission occurring, or condition or circumstances coming into existence after the Closing Date with respect to the Purchased Assets or the Business.liability arises as a result of Buyer's employment of such temporary employees..
Appears in 1 contract
Obligations Assumed. As partial consideration for consummation Buyer shall assume, effective as of the transactions contemplated herebyClosing and as part of the Purchase Price, effective upon the Closingand shall pay, Buyer hereby assumes discharge and agrees to hereafter perform as and when due and discharge due, each of the following liabilities and obligations of Seller and Parent (the "Assumed LiabilitiesObligations"):
(a) and no other liabilities or obligations of Seller or Parent:
3.1.1 all All obligations and liabilities of Parent for all ad valorem property taxes on the Fee Property and other Purchased Assets Seller which arise, first become due and payable or payable, or are to be performed during any period commencing on or after the Closing Date (it being understood thatunder the Contracts, as between Seller, Parent and Buyer, the proration provisions of Section 2.6 hereof shall govern);
3.1.2 all liabilities, obligations, costs and expenses arising out of Real Property Leases or relating to Buyer's ownership or operation of the Purchased Assets or the Business after the Closing or which relate to or arise out of Buyer's performance of the Easements and Similar Agreements, Permits, the Contracts and Intellectual Property Permits (collectively, the "InstrumentsAssumed Contracts").
(b) All obligations and liabilities to the Hired Employees (as defined in Paragraph 13.9) for paid time off (including vacation pay and "paid days leave") after and sick pay (both regular sick pay and extended sick leave) through the Closing Date ("Paid Time Off"), together with all payroll taxes or other Taxes (as defined in Paragraph 17.13) attributable or otherwise payable with respect thereto (the amount of which Taxes shall be determined as if the Paid Time Off were payable as of the Closing Date;
3.1.3 all accounts payable ), whether or not the foregoing have been recorded on the financial records of Seller, and all other nondelinquent current obligations and liabilities concerning employee matters to be assumed by Buyer pursuant to Paragraph 13.9 or 13.10 (if applicable). Seller has provided Buyer with a list of accrued Paid Time Off as of June 5, 1998 with respect to all employees of the Hospital Business, which schedule includes all Paid Time Off earned by such employees as of such date and also contains a summary of all of the sick pay benefits made available by Seller to its employees.
(c) Any accrued and unpaid liabilities of Seller of in existence on the nature included in the calculation of Net Working Capital and Closing Date, which were incurred in the ordinary course of business, including all obligations under purchase orders, attributable to the ownership or operation of the Purchased Assets or Hospital Business, which represent the Business;
3.1.4 any Claim of Environmental Liability for which Buyer is responsible under Article IX of this Agreementfollowing current liabilities (collectively, subject to Seller's obligations contained in Section 9.2.3;
3.1.5 all together with the liabilities and obligations for Paid Time Off and related Taxes assumed under Paragraph 3.1(b), the "Accrued Operating Expenses"): (i) trade payables incurred to suppliers of goods or services, (ii) water, gas, electricity and other utility charges, (iii) license fees, (iv) rent, common area maintenance charges, operating expenses and other charges arising under the Real Property Leases, (v) insurance premiums, but only with respect to policies that will be continued in force by Buyer after the Closing, (vi) salaries and other payroll costs respecting Hired Employees accrued in accordance with the normal accounting practices of Seller (but not including accrued benefits with respect to holdPlans (as defined in Paragraph 17.13)), store (vii) similar liabilities incurred in the ordinary course of the operation of the Hospital Business and customarily recorded as a current liability, other than the current portion of long term liabilities and obligations, income taxes (whether deferred or retain finished goods currently payable) and the obligations and liabilities specified in Paragraph 3.2, and (viii) any other liabilities and obligations, if any, agreed to in writing by Buyer and Seller.
(d) All obligations and liabilities of Seller with respect to indebtedness set forth on Schedule 3.1(d).
(e) Buyer acknowledges that as of the Closing Date there will be patients located at in the Fee Property Hospital and Buyer will accept such patients as patients of Buyer and will assume and accept responsibility and liability (other than liability for customers who have previously purchased such goods;
3.1.6 any liability or obligation acts and omissions of Seller prior to the extent arising out Closing Date) for treating such patients; subject to Paragraph 13.8, all revenues and expenses of any act or omission occurring, or condition or circumstance coming into existence, such patients for periods from and after the Closing Date with respect to shall become revenue and expenses of Buyer's ownership or operation of the Purchased Assets or the Business, or any product sold or manufactured by Buyer or any service provided by Buyer after the Closing Date (including all product liability and warranty claims and product returns with respect thereto); and
3.1.7 any liability or obligation arising out of any claim, litigation or proceeding to the extent such claim, litigation or proceeding is based on or caused by any act or omission occurring, or condition or circumstances coming into existence after the Closing Date with respect to the Purchased Assets or the Business.
Appears in 1 contract
