Other Assumed Liabilities. All other Liabilities assumed by Purchaser or for which Purchaser is responsible under any provision of this Agreement or any other agreement, instrument or certificate delivered by Purchaser in connection with the transactions contemplated hereby.
Other Assumed Liabilities. The Assignee hereby assumes and agrees with the Assignor to pay, perform, discharge or otherwise satisfy the Assumed Liabilities, pursuant to and in accordance with the Purchase Agreement.
Other Assumed Liabilities. The parties further agree that, except as otherwise specifically set forth in this Distribution Agreement, the Merger Agreement, the Post-Closing Covenants Agreement or the Tax Disaffiliation Agreement, at or prior to the Time of Distribution, GBC shall, or shall cause the appropriate GBC Subsidiary to, unconditionally assume and undertake to pay, satisfy and discharge when due in accordance with their terms all Liabilities (whether arising before or after the Time of Distribution) of the Company and its Subsidiaries other than the Retained Liabilities (collectively, the "Assumed Liabilities"), and the Company shall retain, or shall, or shall cause the appropriate Retained Company to assume, and undertake to pay, satisfy and discharge when due in accordance with their terms all Liabilities (whether arising before or after the Time of Distribution (including, without limitation, all Liabilities to be reflected on the Closing Balance Sheet)) of the Company and its Subsidiaries to the extent arising out of the Retained Business (the "Retained Liabilities").
Other Assumed Liabilities. All other Liabilities of the Seller Parties described on Schedule 2.3(d), but only to the extent that such Liabilities are related to the Business or the Purchased Assets.
Other Assumed Liabilities. All other Liabilities of NPS that are specifically enumerated as Assumed Liabilities on Schedule 3.1(d) attached hereto.
Other Assumed Liabilities. The liabilities or obligations of Sellers and Xxxxxxxxxx, other than as listed on Schedule 2.1.d., as specifically listed in SCHEDULE 3.1.d. hereto.
Other Assumed Liabilities. Liabilities under Section 2.8(c) of that certain Asset Purchase Agreement dated February 5, 2020, between Deverra and Nohla Therapeutics, Inc. (as amended, the “Nohla APA”), as amended by that certain Fourth Amendment to Asset Purchase Agreement (the “Fourth Amendment”, which Fourth Amendment amends and restates Section 2.8 of the Nohla APA), but only in the event and to the extent that such Liabilities relate to or arise from an NK Milestone Payment (as defined in the Fourth Amendment) that is triggered by the enrollment by Coeptis of a Phase 3 Trial (as defined in the Fourth Amendment) of an NK Immune Cell Therapy (as defined in the Fourth Amendment) in the third indication being pursued by Coeptis. For the avoidance of doubt, Coeptis will not assume any other Liabilities or obligations in respect of the Nohla APA, including, without limitation, any obligation to make the FDA Milestone Payment (as defined in the Nohla APA) or any other Liabilities relating to or arising from the FDA Milestone Payment.
Other Assumed Liabilities. In addition to the Lease ------------------------- Obligations, at the Closing, Buyer shall assume and agree to pay only the following liabilities of Sellers solely to the extent relating to the Business or the Assets: (i) the obligations of Sellers to be performed after the Closing under the Contracts (other than obligations to the extent arising out of or relating to any breach relating to facts occurring prior to the Closing Date), (ii) liabilities of Sellers to the Hired Employees to the extent such liability is expressly assumed by Buyer pursuant to Section 8.1, (iii) liabilities of Sellers under the capital leases listed on Schedule 2.2(iii) (other than obligations to the extent arising out of or ----------------- relating to any breach relating to facts occurring prior to the Closing Date), and (iv) (A) the current liabilities related to the Excluded Locations (other than any liabilities associated with or resulting from the closing of any Excluded Location, including, without limitation, any severance payments or benefits to any employee of any Seller that is terminated in connection with the closing of any Excluded Location), included in the line items set forth on the form of Statement of Working Capital (the "Excluded Location Current Liabilities"), and (B) pre-Closing liabilities of the Business, in each of clauses (iv)(A) and (B) to the extent that such liabilities are included as Current Liabilities in the calculation of the Closing Working Capital pursuant to Section 1.4 (collectively, subsections (i), (ii), (iii) and (iv) of this Section 2.2 are hereinafter referred to as the ("Assumed Liabilities"). Notwithstanding anything to the contrary contained herein, under no circumstances shall the Assumed Liabilities include or be deemed to include for any reason whatsoever liabilities included in the Excluded Liabilities.
Other Assumed Liabilities. On and after the Closing Time, the Buyer will indemnify and save the Seller harmless from any liability in connection with any of the Material Contracts, the Leases and the Licenses arising wholly after the Closing Time, except for any liability for any default under any Material Contract, the Leases and the Licenses occurring prior to the Closing Time.
Other Assumed Liabilities. Those Liabilities, if any, listed on Schedule 2.3(a)(v).
