Common use of Assumed and Excluded Liabilities Clause in Contracts

Assumed and Excluded Liabilities. (a) As of and after the Closing, and subject to consummation of the Closing, Purchaser shall assume, pay, discharge and perform the following obligations and Liabilities (collectively, the “Assumed Liabilities”): (i) all Liabilities associated with the Patent Lawsuit (including attorneys’ fees and the other costs of defending the Patent Lawsuit but only to the extent such attorney’s fees and costs arise or are incurred following the Closing); (ii) the obligations and Liabilities under or with respect to the Assigned Contracts and other Transferred Assets transferred to Purchaser at the Closing to be paid, discharged and performed after the Closing Date and which are, but only to the extent they are, attributable to the period after the Closing Date, provided that Purchaser shall not be responsible for any Liability of Seller or its Affiliates for Taxes (whether attributable to the period before or after the Closing Date) except as expressly provided in Sections 2.8, 2.9 and 2.12; (iii) obligations and Liabilities relating to the Transferred Assets in respect of which Purchaser received a credit to the Cash Consideration pursuant to Section 2.4 or 2.8; and (iv) obligations and Liabilities relating to COBRA Coverage pursuant to Section 7.6 or assumed pursuant to Section 7.10, if any.

Assumed and Excluded Liabilities. (a) As of and after the Closing, and subject to consummation of the Closing, Purchaser shall assume, pay, discharge and perform the following obligations and Liabilities (collectively, the “"Assumed Liabilities”"): (i) all Liabilities associated with the Patent Lawsuit (including attorneys’ fees and the other costs of defending the Patent Lawsuit but only to the extent such attorney’s fees and costs arise or are incurred following the Closing); (ii) the obligations and Liabilities of Seller and the Netherlands Subsidiary under or with respect to the Assigned Contracts and other Transferred Assets transferred to Purchaser at the Closing to be paid, discharged and performed after the Closing Date and which are, but only to the extent they are, attributable to the period after the Closing Date, provided that Purchaser shall not be responsible for any Liability of Seller or its Affiliates for Taxes (whether attributable to the period before or after the Closing Date) except as expressly provided in Sections 2.8, 2.9 and 2.122.10; (iiiii) obligations and Liabilities relating to the Transferred Assets in respect of which Purchaser received a credit to the Cash Consideration pursuant to Section 2.4 or 2.8; and (iviii) obligations and Liabilities relating to COBRA Coverage pursuant to Section 7.6 7.5 or assumed pursuant to Section 7.107.9, if any.

Assumed and Excluded Liabilities. (a) As of and after the Closing, and subject to consummation of the Closing, Purchaser shall assume, pay, discharge and perform the following obligations and Liabilities (collectively, the “Assumed Liabilities”): (i) all Liabilities associated with the Patent Lawsuit (including attorneys’ fees and the other costs of defending the Patent Lawsuit but only to the extent such attorney’s fees and costs arise or are incurred following the Closing); (ii) the obligations and Liabilities of Seller and the Netherlands Subsidiary under or with respect to the Assigned Contracts and other Transferred Assets transferred to Purchaser at the Closing to be paid, discharged and performed after the Closing Date and which are, but only to the extent they are, attributable to the period after the Closing Date, provided that Purchaser shall not be responsible for any Liability of Seller or its Affiliates for Taxes (whether attributable to the period before or after the Closing Date) except as expressly provided in Sections 2.8, 2.9 and 2.122.10; (iiiii) obligations and Liabilities relating to the Transferred Assets in respect of which Purchaser received a credit to the Cash Consideration pursuant to Section 2.4 or 2.8; and (iviii) obligations and Liabilities relating to COBRA Coverage pursuant to Section 7.6 7.5 or assumed pursuant to Section 7.107.9, if any.