Common use of 3Assumed Liabilities Clause in Contracts

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. 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”).