Common use of Post-Closing Liabilities Clause in Contracts

Post-Closing Liabilities. Subject to the terms and conditions of this Agreement, at Closing, the Acquiror will assume and agree to pay, perform and discharge when due from and after the Closing Date only the following obligations and Liabilities (collectively, the “Post-Closing Liabilities”): (a) any obligations or Liabilities that initially occur and are attributable solely to the period after Closing (and that do not relate to arise out of any breach of any representation of the Contributor and the Guarantor hereunder) in respect of the Assigned Licenses transferred and assigned to Acquiror hereunder in conformity with the provisions of such Assigned Licenses; and (b) any obligations or Liabilities that pertain to the ownership, operation or use of the Contributed Assets by the Acquiror arising from any acts, omissions, events, conditions or circumstances that initially occur and are solely attributable to the period after the Closing. The Contributor agrees to satisfy and discharge all obligations and Liabilities that are not assumed by Acquiror pursuant to the terms of this Agreement, whether known as of the date hereof or thereafter determined, including the Pre-Closing Liabilities. The Contributor represents and warrants to the Acquiror that all payments due and all obligations to be performed prior to or as of the Closing Date in respect of the Assigned Licenses and the other Contributed Assets have been timely made and performed.

Post-Closing Liabilities. Subject to the terms and conditions of this Agreement, at Closing, the Acquiror Buyer will assume and agree to pay, perform and discharge when due from and after the Closing Date only the following obligations and Liabilities (collectively, the “Post-Closing Liabilities”):Date: (a) any obligations or such of the Liabilities that initially occur and are attributable solely to the period after Closing (and that do not relate to arise out of any breach of any representation of the Contributor Seller and the Guarantor Shareholders hereunder) in respect of the Assigned Contracts, Assigned Leases or Assigned Licenses transferred and assigned to Acquiror Buyer hereunder in conformity with the provisions of such Assigned LicensesContracts, Assigned Leases or Assigned Licenses (collectively, the "Assumed Obligations"); and (b) any obligations or the Liabilities that pertain to the ownership, operation or use conduct of the Contributed Business or the Purchased Assets by the Acquiror Buyer arising from any acts, omissions, events, conditions or circumstances that initially occur and are solely attributable to the period after the ClosingClosing (the "Post-Closing Liabilities"). Nothing herein prevents Buyer from contesting in good faith any of the Assumed Obligations and/or the Post-Closing Liabilities. The Contributor Seller agrees to satisfy and discharge all obligations and Liabilities that are not assumed by Acquiror Buyer pursuant to the terms of this Agreement, whether known as of the date hereof or thereafter determined, including the Pre-Closing Liabilities. The Contributor Seller represents and warrants to the Acquiror that all payments due and all obligations to be performed prior to or as of the Closing Date in respect of the Assigned Contracts, Assigned Leases, Assigned Licenses and the other Contributed Purchased Assets have been timely made and performed.

Post-Closing Liabilities. Subject to the terms and conditions of this Agreement, at Closing, the Acquiror Purchaser will assume and agree to pay, perform and discharge when due from and after the Closing Effective Date only the following obligations and Liabilities listed below (collectively, the “Post-Closing Liabilities”):), but excluding, however, the Retained Liabilities: (a) any obligations or such of the Liabilities that initially occur and are attributable solely to the period after Closing the Effective Date (and that do not relate to or arise out of any breach of any representation or warranty of the Contributor and the Guarantor Seller hereunder) in respect of the Assigned Licenses Contracts transferred and assigned to Acquiror Purchaser hereunder in conformity with the provisions of such Assigned LicensesContracts; and (b) any obligations or the Liabilities that pertain to the ownership, operation or use conduct of the Contributed Purchased Assets by the Acquiror Purchaser arising from any acts, omissions, events, conditions or circumstances that initially occur and are solely attributable to the Purchaser and to the period after the ClosingEffective Date. The Contributor Nothing herein prevents the Purchaser from contesting in good faith any of the Post-Closing Liabilities. Seller agrees to satisfy and discharge all obligations and Liabilities of Seller that are not assumed by Acquiror Purchaser pursuant to the terms of this Agreement, whether known as of the date hereof or thereafter determined, including the Pre-Closing Liabilities. The Contributor Seller represents and warrants to the Acquiror that all payments due and all obligations to be performed prior to or as of the Closing Date it is not in default in respect of the Assigned Licenses and the other Contributed Assets have been timely made and performedPurchased Assets.