Assumption of Certain Obligations. Upon the terms and subject to the conditions set forth herein, Purchaser agrees, effective at the Closing, to assume and to timely satisfy and discharge the (x) Commercialization Agreement Assumed Liabilities and (y) the following Liabilities of Seller and its Affiliates to the extent relating to the Purchased Assets or the Business, in each case other than the Retained Liabilities (all of the foregoing Liabilities being collectively referred to hereinafter as the “Assumed Liabilities”), in each case except to the extent Seller or its Affiliates indemnify Purchaser and its Affiliates under provisions of the Commercialization Agreement that survive termination pursuant to Section 10.05 hereof:
(a) subject to Section 2.03(b), all Liabilities arising solely out of or relating to Legal Proceedings commenced after the Closing, irrespective of the legal theory asserted, solely to the extent arising from the development, commercialization, manufacture, packaging, import, marketing, distribution, sale or use of the Products or the use of the Purchased Assets, in each case, after the Cutoff Time;
(b) all Liabilities arising solely out of or relating to products liability claims relating to the Products, including claims alleging defects in the Products and claims involving the death of or injury to any individual relating to the Products, solely to the extent arising from the sale or use of the Products after the Cutoff Time;
(c) all Liabilities to third-party customers, third-party suppliers or other third parties, solely to the extent relating to the Products or the Purchased Assets and ordered in the ordinary course of business (or at the express request of Purchaser) after the Cutoff Time;
(d) all Liabilities arising out of or relating to any Transferred Contract after the Cutoff Time, to the extent relating to the period of time after the Cutoff Time (provided that, notwithstanding the foregoing to the contrary, for Transferred Contracts set forth on Section 2.03(d) of the Disclosure Schedules, the Assumed Liabilities include all Liabilities irrespective of when such Liabilities arose or relate);
(e) all other Liabilities (excluding Liabilities related to Taxes described in Section 2.04(d) or apportioned to Seller or the Divesting Entity pursuant to Section 2.10) arising out of or relating to the Products, the Business, or the Purchased Assets, including the use, ownership, possession, operation, management, business integration, sale or lease of the Purchased...
Assumption of Certain Obligations. Buyer shall not, by the execution, delivery and performance of this Agreement, assume, be bound by or otherwise be responsible for any liability or obligation of Seller of any kind or nature, known, unknown, accrued, absolute, contingent or otherwise, whatsoever whether arising out of occurrences prior to, at or after the date hereof, with reference to the Assets except those obligations assumed by Buyer under those certain licenses. Without limiting the foregoing, it is understood that Buyer does not assume, undertake or accept any obligations, duties, responsibilities or liabilities of Seller that now exist or may arise in the future with respect to matters occurring on or prior to the Closing (a) to any contract which does not relate expressly to the Masters; (b) to any employee or former employee of Seller or any of such employee's beneficiaries, heirs or assigns, arising out of such employee's or former employee's employment by Seller, or out of the transactions contemplated by this Agreement; (c) with respect to (i) any income, profits, property, excise or similar taxes (it being understood that Seller shall pay and be responsible for any and all taxes related to the operations of the Business through the Closing), or (ii) any claims for any personal injuries, property damage or consequential damage relating to products sold or manufactured by Seller on or prior to the Closing; (d) under any statutes, rule, regulation, code or ordinance, including, but not limited to, civil rights, health, safety, labor, discrimination and environmental laws, rules, regulations, codes and ordinances; (e) in connection with this Agreement and the transactions provided for herein, including transfer and other taxes, and expenses pertaining to the performance by Seller of its obligations hereunder, provided that Seller shall pay any sales taxes due to the State of Louisiana upon the sale of the Assets to Buyer; (f) to any shareholder of Seller; and (g) with respect to any options, warrants, agreements or convertible or other rights to acquire any securities of or interests in the Seller.
Assumption of Certain Obligations. Buyer shall assume only those liabilities related to the Business or Assets which are referred to in Section 2.2(a) or are otherwise expressly assumed in this Agreement (the "Assumed Liabilities").
Assumption of Certain Obligations. At the Effective Time, the Surviving Corporation shall assume all of MediaOne's rights and obligations under all of the agreements to which MediaOne is a party as of the Effective Time, including without limitation, the Separation Agreement between MediaOne and U S WEST dated as of June 5, 1998, the Employee Matters Agreement between MediaOne and U S WEST dated as of June 5, 1998, and the Tax Sharing Agreement between MediaOne and U S WEST dated as of June 5, 1998 (collectively, the "U S WEST Agreements") and shall execute such instruments of assumption as may be reasonably required under the terms of the U S WEST Agreements and such other agreements. At the Effective Time, AT&T shall guarantee the performance by the Surviving Corporation of its obligations under the U S WEST Agreements.
Assumption of Certain Obligations. Upon the sale, transfer, assignment, conveyance, and delivery of the Purchased Assets to Buyer at the Closing, Buyer shall assume and thereafter pay, perform, and discharge all obligations to be performed or arising after the Closing under all of the Assumed Contracts (the "Assumed Obligations"). Other than the Assumed Obligations, Buyer shall not assume or be liable for any other obligations or liabilities of Buyer (including any cure amounts payable to other parties to the Assumed Contracts).
Assumption of Certain Obligations. (a) TWC hereby expressly assumes (i) the due and punctual payment of the principal of, premium, if any, on, interest on, and any additional amounts payable under the Indenture in respect of, the Notes, and (ii) the performance of all of the covenants provided for in the Indenture to be performed or observed by WHD.
(b) WHD and the Trustee hereby acknowledge that TWC shall succeed to, and be substituted for, and may exercise every right and power of, WHD under the Indenture with the same effect as if TWC had been named therein.
Assumption of Certain Obligations. At the Closing, Seller shall assign to Buyer and Buyer, and Wendy's International, Inc. with respect to the obligations of Wendy's Old Fashioned Hamburgers of New York, Inc., shall assume and agree to timely perform, pay and discharge, on and after the Effective Time, the following, and only the following, obligations of Seller (all such assumed obligations being collectively referred to as the "Assumed Obligations"):
(a) All obligations of Seller which accrue and arise under the Leases on or after the Effective Time;
(b) All obligations of Seller which accrue and arise under the Personal Property Leases on or after the Effective Time provided Buyer may reject any of the Personal Property Leases and shall notify Seller prior to the Closing of any Personal Property Lease the terms of which Buyer deems to be unreasonable and which Buyer will reject;
(c) All obligations of Seller which accrue and arise under the Service Contracts and the Franchise Agreements on or after the Effective Time, provided Buyer may reject any of the Service Contracts and Buyer shall notify Seller prior to the Closing of any Service Contract the terms of which Buyer deems to be unreasonable and which Buyer will reject;
(d) Those Taxes which Buyer agrees to pay under Paragraph 6.4; and,
(e) Those obligations of Seller which accrue and arise under the Transferable Permits on or after the Effective Time. Except for those liabilities and obligations of Seller expressly enumerated in subparagraphs (a) through (e) of this Paragraph 3.2 which Buyer agrees to assume pursuant to the provisions of this Agreement, Buyer shall not assume or otherwise be responsible or liable for any other liabilities or obligations of Seller (the "Retained Obligations"), including by way of illustration but not limitation:
(i) any debt, obligation or liability accruing, arising out of, or relating to any act or omission of Seller or any other occurrence or event happening or existing before the Effective Time, including without limitation any of the following: (i) royalties, WNAP contributions and other advertising or marketing contributions or other monetary obligations arising under the Franchise Agreements, (ii) liabilities or obligations arising under any Contract not assumed by Buyer, or (iii) liabilities or obligations for any intentional act, tort or defective product arising out of Seller's conduct of the Restaurant Business or from any services or products sold prior to the Effective Time;
(ii) any obli...
Assumption of Certain Obligations. Pursuant to this Agreement, and as part of the consideration paid by Buyer hereunder, Buyer assumes and undertakes to discharge and perform the obligations of Seller (a) only as set forth on SCHEDULE 3.2 hereto; and PROVIDED that Buyer shall have no liability in connection any such obligation in any amount in excess of the amount of such obligation shown on SCHEDULE 3.2 hereto; and (b) pursuant to the express terms of those Customer Contracts set forth on SCHEDULE 1.1(B) hereto.
Assumption of Certain Obligations. Parent shall, upon consummation of the Mergers, assume (including by operation of Law) any remaining obligations of the Company under the WBA Asset Purchase Agreement, the Transition Services Agreement, dated as of October 17, 2017, by and between the Company and Walgreen Co. and the Transitional Trademark License Agreement, dated as of October 17, 2017, by and among the Company, Walgreen Co. and Name Rite, L.L.C.
Assumption of Certain Obligations. 3.2.1 At the Closing, XXXXX shall assign to PHMD and PHMD shall assume and agree to timely perform, pay and discharge, on and after the Effective Time, the following, and only the following, obligations of XXXXX (all such assumed obligations being collectively referred to as the “Assumed Obligations”): all obligations devolving on PHMD which accrue and arise pursuant to the Assumed Contracts on or after the Effective Time.
3.2.2 Except for those liabilities and obligations of XXXXX expressly enumerated in Section 3.2.1 which PHMD agrees to assume pursuant to the provisions of this Agreement, PHMD shall not assume or otherwise be responsible or liable for any other liabilities or obligations of XXXXX. XXXXX shall remain liable for all of its liabilities and obligations which have not been expressly assumed by PHMD pursuant to this Section.
