3Assumed Liabilities Sample Clauses

3Assumed Liabilities. Subject to Section 1.4, Buyer shall assume, effective as of the Closing (a) all ReShape Accounts Payable that remain unpaid as of the Closing Date; (b) all current liabilities, including accrued expenses, of the ReShape Business; (c) the obligations of ReShape or any of its Affiliates under the ReShape Business Contracts; (d) any and all products liability Claims that arose out of, relates to or results from any ReShape Product sold prior to the Closing; and (e) all other Liabilities arising out of or relating to Buyer’s ownership or operation of the Purchased Assets on or after the Closing (collectively, the “Assumed Liabilities”).

3Assumed Liabilities. Subject to the terms and conditions of this Agreement and the Ancillary Agreements, Buyer Parties agree, at the Closing, to assume the Liabilities of Seller Parties arising under the Acquired Contracts, Effluent Easements and Acquired Assets to the extent relating to each Buyer Parties' respective ownership, management, control, operation or conduct of the Business or the Acquired Assets after the Closing Date and based on events or circumstances first occurring after the Closing Date, excluding Liabilities to the extent attributable to any breach of, default under or failure to perform the Acquired Contracts and Effluent Easements initiated, occurring or existing on or prior to the Closing Date or any Seller Parties' ownership, management, control, operation or conduct of the Acquired Assets on or prior to the Closing Date (collectively, the "Assumed Liabilities").

3Assumed Liabilities. As part of the consideration for the Purchased Assets, effective as of the Closing and subject to the other provisions of this Agreement, Buyer shall ​ assume the following Liabilities (the “Assumed Liabilities”), and no other Liabilities of any Seller Party: (a) all trade accounts payable and other current liabilities of the Seller Parties Related to the RFG Business that remain unpaid as of the Effective Time and that are included in the calculation of Closing Working Capital; (b) all Liabilities arising under the Assigned Contracts, but only to the extent that such Liabilities thereunder are required to be performed after the Closing Date and do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by a Seller Party prior to the Effective Time; (c) the Post-Closing Employee Liabilities; (d) any severance compensation or similar compensation due to any Non-Continuing RFG Employees arising from or after the Closing; (e) all Liabilities arising out of or relating to the ownership or operation of the RFG Business after the Closing; and (f) all other Liabilities to be expressly assumed by Buyer or its Affiliates pursuant to this Agreement or the Transaction Documents (including, without limitation, pursuant to Section 6.6(f)); (g) the Liabilities, if any, set forth on Schedule 2.3(g) (the “Specifically Assumed Liabilities”).

3Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Operating Partnership shall assume from the Contributor and thereafter pay, perform or discharge in accordance with their terms all of the liabilities of the Contributors (the “Assumed Liabilities”).

3Assumed Liabilities. Following the Closing, in accordance with and pursuant to the terms of this Agreement, Purchaser shall, pay, perform and discharge when due, and neither Seller nor any of its Affiliates shall have any responsibility or obligations with respect to the following Liabilities (collectively, the “Assumed Liabilities”): (1) all Liabilities to the extent arising out of, resulting from or related to the Products or the Purchased Assets after the Closing or Purchaser’s use or operation of the Products or the Purchased Assets after the Closing, including to the extent arising out of or relating to the design, testing, marketing, labeling, manufacture, distribution, use or sale of any Products after the Closing; (2) all Liabilities under the Assigned Contracts arising after the Closing, except to the extent such Liabilities arise out of or relate to any breach by Seller of, or failure to comply with, prior to the Closing, any covenant or obligation in any such Assigned Contract; (3) all Liabilities related to Product warranty claims (i) with respect to Products sold prior to the Closing or (ii) arising with respect to or related to any return, refund or Recall with respect to Products manufactured prior to the Closing, including all Liabilities for any credits, rebate or other amounts payable in respect of any return of Products sold prior to the Closing (regardless of whether the applicable warranty is express or implied and whether made before or after the Closing to the extent not resolved as of the Closing), in each case of clauses (i) and (ii), in an aggregate amount up to Seventy-Five Thousand Dollars ($75,000) (the “Assumed Pre-Closing Warranty and Recall Liabilities Amount”); (4) all Liabilities related to Product warranty claims (i) with respect to Products sold after the Closing, or (ii) arising with respect to or related to any return, refund or Recall with respect to Products manufactured after the Closing, including all Liabilities for any credits, rebate or other amounts payable in respect of any returned Products sold after the Closing; (5) all obligations of Purchaser under this Agreement or any other Transaction Agreement; and (6) all Liabilities for Taxes arising out of, related to, or with respect to the Purchased Assets or the Assumed Liabilities that are attributable to a Post-Closing Tax Period, including the portion of any Straddle Period beginning after the Closing Date.

3Assumed Liabilities. In accordance with the provisions of this Agreement and the Sale Order, at the Closing, the Purchaser will assume and pay or perform and discharge when due the following Liabilities of the Seller, in each case other than the Excluded Liabilities (the “Assumed Liabilities”):

3Assumed Liabilities. On the terms and subject to the conditions of this Agreement, Buyer agrees to assume on the Closing Date the following agreements and liabilities of the Business (the “Assumed Liabilities”):  (a) all Current Liabilities;  (b) without limiting the generality of Section 2.3(a), all liabilities for accrued vacation in respect of Business Employees; and  (c) all obligations under the executory portion of any Acquired Contract, but not including any obligation relating to portions performed or to be performed on or before the Closing Date or as a result of any breach or default thereunder. 

3Assumed Liabilities. At the Closing, Buyer will assume the liabilities and obligations of Sellers set forth on Schedule 4.

3Assumed Liabilities. (a) At Closing, Purchaser shall assume as of the Closing Date and shall pay, perform and discharge when due the following Liabilities of Seller (referred to as the “Assumed Liabilities”): (i) All obligations that accrue and arise after the Closing with respect to those Assigned Contracts that are specifically set forth in Schedule 2.1(b)(viii); (ii) all Liabilities arising out of, relating to or otherwise in respect of, the ownership or use of the Purchased Assets from and after the Closing; provided, that Purchaser shall not assume any Liabilities associated with any real estate leases; and (iii) all obligations specifically set forth in Schedule 2.3(a)(iii). (b) Purchaser does not assume or agree to pay, satisfy, discharge, or perform any Liability, commitments, obligation, or indebtedness of Seller, whether primary or secondary, direct or indirect, liquidated, absolute or contingent, known or unknown and expressly disclaims any liability for Claims made against Purchaser by reason of successor liability or any other similar legal theory. (c) Purchaser will have no Liability whatsoever related to the delivery or non-delivery of physical possession or control of any of the Purchased Assets.