TRANSFERRED OBLIGATIONS. Buyer will not engage in any Transfer of the Product unless the successor or transferee agrees in writing to be bound by all of the terms, conditions and obligations contained in this Agreement and the other documents and agreements executed in connection with the transactions contemplated hereby that Buyer does not remain obligated to perform.
TRANSFERRED OBLIGATIONS. Except for the Excluded Obligations, Assignee hereby consents to be bound by the terms of any and all Contracts (to the same extent as the Assignor was so bound) and assumes and agrees to pay, satisfy, honor, perform and discharge, as and when due, and (where applicable) otherwise in accordance with the Contracts, from the Assignment Effective Date, all liabilities, obligations, debts, contracts and commitments of any kind, character or description of Assignor primarily relating to, or arising under or in respect of, the Contributed Assets, whether absolute, accrued, liquidated, unliquidated, contingent, executory or otherwise arising, whether before or after the Assignment Effective Date including, without limitation, the payroll-related liabilities and other obligations set forth on Schedule 12 attached hereto (collectively, the "TRANSFERRED OBLIGATIONS").
TRANSFERRED OBLIGATIONS. Assignee hereby consents to be bound by the terms of any and all contracts (to the same extent as the Assignor was so bound) and assumes and agrees to pay, satisfy, honor, perform and discharge, as and when due, and (where applicable) otherwise in accordance with the contracts, from the Assignment Effective Date, all liabilities, obligations, debts, contracts and commitments of any kind, character or description of Assignor primarily relating to, or arising under or in respect of, the Contributed Assets, whether absolute, accrued, liquidated, unliquidated, contingent, executory or otherwise arising, whether before or after the Assignment Effective Date (collectively, the "TRANSFERRED OBLIGATIONS").
TRANSFERRED OBLIGATIONS. At the Closing, A&C shall assume only the following Liabilities of ICP (the "TRANSFERRED OBLIGATIONS"), and no others:
(i) All Liabilities arising after the Closing Date under the Transferred Contracts;
(ii) all Liabilities arising after the Closing under the Facility Leases;
(iii) all Liabilities arising after the Closing under the Equipment Leases;
(iv) all of the accounts payable, other accrued expenses and any other items shown as "current liabilities" on the Closing Date Balance Sheet (other than employee compensation expenses such as payroll, benefits, commissions, withholdings, and Taxes);
(v) the Liabilities expressly assumed by Buyer pursuant to this Agreement;
(vi) all Liabilities under open purchase orders that were entered into by ICP on behalf of the Acquired Business in the Ordinary Course of Business and which provide for the delivery of goods or services to the Acquired Business (and in either case for payment) subsequent to the Closing Date;
(vii) as provided in Section 2.5 hereof, all Liabilities in respect of real or personal property Taxes, utilities, gas and other services but only to the extent that they pertain to periods after the Closing Date;
(viii) all Liabilities arising from the operation of the Acquired Business from and after the Closing Date; and
(ix) the Liability described on SCHEDULE 2.2(c)(ix). Except for the Transferred Obligations, A&C shall not assume or be responsible at any time for any Liabilities of ICP or any of its Affiliates. Without limiting the generality of the foregoing, ICP expressly acknowledges and agrees that ICP shall retain, and that A&C shall not assume or otherwise be obligated to pay, perform, defend or discharge, except for the Transferred Obligations, (1) any Liabilities of ICP or any of its Affiliates for Taxes (except as provided in (vii) above), whether measured by income or otherwise, (2) any Liabilities of ICP or any of its Affiliates in connection with employee compensation expenses with respect to periods prior to Closing including, but not limited to, payroll, benefits, commissions, withholdings, and Taxes or with any Benefit Plan (with respect to the Employees or otherwise), including, without limitation, any liability of ICP or any of its Affiliates under ERISA, (3) any Liabilities of ICP or any of its Affiliates under any Environmental Laws, (4) any Liabilities pertaining to products sold by ICP prior to the Closing Date, including, but not limited to, product liability and returns and...
TRANSFERRED OBLIGATIONS. If and to the extent the RandH Buyers are required to assume or agree to assume any liability in respect of service rendered or events occurring before the Closing (a "Transferred Conformed Copy Obligation"), then, except as otherwise provided in Section 8.1(E)(3) or (E)(4) below, the RandH Buyers will pay such liability and the Ferro Sellers will reimburse the RandH Buyers' for the Ferro Sellers' share of such Transferred Obligations, which will equal -
(a) The amount of the Transferred Obligation minus
(b) The value of any assets directly related to such Transferred Obligation that have been or are transferred to the RandH Buyers at Closing.
TRANSFERRED OBLIGATIONS. Notwithstanding any other provision of this Agreement, and in addition to any other specific responsibilities of PPD which are set forth herein, pursuant to 21 CFR Section 312.52, PPD assumes the following specific responsibilities of XXXXXXXXXX as "Sponsor" under the Federal Food and Drug Administration Act ("Act"):
a. Screening Investigators to perform the Study in accordance with the Protocol;
b. Obtaining from Investigators information required by 21 CFR (S)312.53(c)(1), (2) and (3);
c. Transmitting to Investigators the materials described in 21 CFR (S)312.55(a) and (b) submitted to PPD by XXXXXXXXXX, and any other Study-related materials by XXXXXXXXXX;
d. Selecting monitors who will monitor in accordance with 21 CFR 312.53(d) and 312.56
(a) to perform the following tasks:
1. Monitor the progress of the Study; 2. Ensure the completeness and accuracy of clinical data; 3. Ensure Investigators' compliance with federal and other applicable laws and regulations;
e. Ensuring that the Study is conducted at each site in accordance with the Protocol, the Act, and applicable regulatory requirements and guidelines:
f. Transmitting all relevant information concerning serious or unexpected adverse events within twenty-four (24) hours to XXXXXXXXXX; provided, however, that XXXXXXXXXX shall retain responsibility for writing and filing IND Safety Reports with the FDA, and PPD shall transmit information from such reports to all Investigators.
g. Maintaining all necessary records concerning the Study as required by law;
h. Assuring the return of all unused supplies of investigational drug (Study Drug and Control Drug) from each site as specified by the Protocol to XXXXXXXXXX or XXXXXXXXXX'x designee. XXXXXXXXXX transfers the above responsibilities to PPD but retains those responsibilities of XXXXXXXXXX not specifically listed herein. Except for the responsibilities transferred to PPD herein, XXXXXXXXXX shall at all times be deemed to be the "Sponsor" of the Study for purposes of the Act.
TRANSFERRED OBLIGATIONS. The City agrees to, at its sole cost and expense, assume complete and full responsibility for all duties, obligations, and responsibilities of the Port under each Project Supplement for a City-Performed Project. Such duties, obligations, and responsibilities of each party shall include, but not be limited to, performance of the activity authorized by the Project Supplement, implementation of the required contract provisions, required reporting, audit compliance, and completion of any necessary environmental review, as well as all other applicable requirements of the CalSTA Agreement and the Act. The City and Port agree to coordinate and cooperate with each other to assure compliance with all such requirements.
