Assumed Liabilities Sample Clauses
The "Assumed Liabilities" clause defines which specific debts, obligations, or responsibilities the buyer agrees to take on from the seller in a transaction, such as an asset purchase. Typically, this clause lists or describes the liabilities that will transfer to the buyer, which may include certain contracts, outstanding payments, or ongoing service obligations, while excluding others that remain with the seller. Its core practical function is to clearly allocate responsibility for existing and future liabilities, thereby preventing disputes over who is accountable for particular obligations after the transaction closes.
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Assumed Liabilities. Buyer will, as of the Closing, assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, and subject to the exclusions set forth below, the “Assumed Liabilities”):
(a) all Liabilities arising or to be performed under the Assigned Contracts and the Permits from and after the Closing (but not any Liability arising out of or in connection with any breach of any such Assigned Contract or Permit occurring prior to the Closing);
(b) all Liabilities associated with the Players Club, other than any Liabilities resulting from Seller’s violation of the terms and conditions of the Players Club prior to the Closing (as assumed, the “Players Club Liabilities”);
(c) all Liabilities with respect any Proceeding or Order that is commenced or issued after the Closing Date that arises from Buyer’s ownership of the Purchased Assets or operation of the Business from and after the Closing;
(d) all Liabilities for replacement of, or refund for, damaged, defective or returned goods relating to items purchased in a gift shop or similar facility at the Business;
(e) all Liabilities with respect to the Transferred Employees arising after the Closing Date;
(f) outstanding and unredeemed vouchers and comps (to the extent included as a liability in the calculation of Working Capital), Liabilities with respect gaming tokens and chips poker and slot participation and all Progressive Liabilities;
(g) accrued but unpaid (as of the Closing Date) vacation and/or personal time off (as applicable) associated with the Transferred Employees;
(h) all trade accounts payable of Seller with respect to the Business as reflected on the Reference Balance Sheet (subject to increases or decreases thereof as may occur prior to the Closing in the Ordinary Course of Business and not in violation of Section 6.1), in each case to the extent including in the calculation of Working Capital;
(i) all Liabilities for any Taxes of the Buyer or arising from Buyer’s use, ownership or operation of the Purchased Assets or the conduct of the Business after the effective time of Closing, including any Taxes described in Section 8.2 attributable to post-Closing Date portions of any Straddle Periods;
(j) all Liabilities relating to or arising out of the ownership of the Purchased Assets or the conduct of the Business in respect of periods following the Closing; and
(k) all other Liabilities set forth as liabilities in the calculation of Working Capital used to determine the Purc...
Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assume, effective as of 12:00:01 a.m. on the Closing Date, and from and after the Closing Purchaser shall pay, perform and discharge when due, all of the following liabilities, obligations and commitments (“Liabilities”) of Seller and the Selling Affiliates, other than any Excluded Liability (the “Assumed Liabilities”):
(i) all Accounts Payable, accrued expenses and other current liabilities arising out of or relating to the Product, the Acquired Assets or the Business arising on or after the Closing Date;
(ii) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date;
(iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date;
(iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities;
(v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Taxes”);
(vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date;
(vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and
(viii) all other Liabilities of Seller and the Selling Affiliates of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whethe...
Assumed Liabilities. On the Closing Date, Purchaser shall assume and become liable for, and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, the following liabilities and obligations relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) (collectively, the “Assumed Liabilities”):
(a) all liabilities required to be paid, performed or discharged under the Assigned Contracts and Orders from and after the Closing Date (other than such liabilities that were otherwise required to have been paid, performed or discharged prior to the Closing Date and relate to goods or services received or sold prior to the Closing Date);
(b) all liabilities and obligations required to be performed or discharged under the Assigned Contracts and Orders from and after the Closing Date;
(c) all liabilities and obligations of Reliant under the Nizatidine Supply Agreement assumed by Purchaser pursuant to the Nizatidine Supply Agreement Assignment;
(d) all Losses arising out of claims of third parties due to the use or sale of the Product (whether or not defective) sold from and after the Closing Date by Purchaser or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold from and after the Closing Date; and
(e) subject to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, sold by Purchaser after the Closing Date.
Assumed Liabilities. Section 2.3
Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to assume and agree to pay, discharge and perform in accordance with their terms, only the following liabilities, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing (the “Assumed Liabilities”):
(i) all liabilities, commitments and obligations arising under any of the Assumed Contracts to the extent such liabilities, commitments and obligations are required to be performed on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing;
(ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a);
(iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and
(iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so included.
Assumed Liabilities. Upon the terms and subject to the conditions and exclusions set forth in this Agreement, at the Closing, Purchaser shall, or shall cause the applicable Designated Purchasers to, assume and satisfy, pay, perform and discharge when due the following Liabilities of the Asset Seller Entities, to the extent arising out of or relating to acts or omissions in the conduct of the Triage Business or ownership of the Purchased Assets, whether accrued or fixed, known or unknown, absolute or contingent, matured or unmatured or determined or determinable as of the Closing Date, other than the Excluded Liabilities (all of the following Liabilities to be so assumed, satisfied or discharged being herein collectively called the “Assumed Liabilities”), and no Designated Purchaser or its Affiliates shall assume (by succession, transfer or assignment or otherwise) or have any responsibility for any other Liabilities of the Asset Seller Entities:
(i) all Liabilities to the extent arising out of or relating to acts or omissions after the Closing in the conduct of the Triage Business or the ownership of the Purchased Assets from and after the Closing (except as expressly excluded pursuant to subclauses (1) and (2) of clause (ii) of this Section 2.02(a));
(ii) (A) to the extent related to the Triage Business, all Liabilities arising after Closing to the extent arising out of or resulting from: (1) Exclusive Contracts included in the Purchased Assets under Section 2.01(a)(iv)(B), Section 2.01(a)(v)(A), Section 2.01(a)(vi) and Section 2.01(a)(xviii)(C)(i), and (2) Shared Contracts included in the Purchased Assets under Section 2.01(a)(iv)(A), Section 2.01(a)(v)(B), and Section 2.01(a)(xviii)(C)(ii), and (B) to the extent related to the leasing, maintenance, outfitting, or other operation of the Transferred Real Property, all Liabilities arising after Closing to the extent arising out of or resulting from Contracts included in the Purchased Assets under Section 2.01(a)(xxii), except in each case to the extent (1) arising out of or relating to the performance or nonperformance by any Asset Seller Entity of any obligation that was required to be performed or fulfilled by such Asset Seller Entity prior to the Closing or (2) attributable to the acts or omissions of any Asset Seller Entity prior to the Closing; and
(iii) all Liabilities for or with respect to which Purchaser bears responsibility pursuant to Article VII or Article VIII.
Assumed Liabilities. Subject to the terms and conditions of this Agreement, at the Closing, the Selling Parties shall assign, and the Purchasing Parties shall assume only the Assumed Liabilities. Thereafter, the Purchasing Parties shall pay and discharge all such Assumed Liabilities as and when such Assumed Liabilities become due and owing. For the purposes of this Agreement, the “Assumed Liabilities” shall mean (i) the value of accrued vacation time that is credited to Employees who are hired by any of the Purchasing Parties at Closing and that is not paid by the Selling Parties, (ii) any other accrued employee liabilities agreed upon in writing by the Purchasing Parties, and (iii) obligations arising from and after the Closing pursuant to the Seller Contracts (for purposes of this Agreement, (i) and (ii) are collectively referred to herein as the “Employee Liabilities”). Notwithstanding the foregoing, the Purchasing Parties shall not, without the prior written consent of Purchaser, assume liability or payment obligations for any Taxes (other than employment-related Taxes, but excluding any interest, fines, penalties or additions thereon) or all or any portion of the Liability described in Section 1.4(p). If the Selling Parties shall be required to pay any amounts included in Assumed Liabilities, then the Purchasing Parties shall reimburse the Selling Parties thereofor, subject to potential offset for any amounts owing to the Purchasing Parties by the Selling Parties.”
Assumed Liabilities. As of the date hereof, Assignee hereby assumes and agrees to pay, perform and discharge, fully and completely, all liabilities, commitments, contracts, agreements, obligations or other claims against Assignor, whether known or unknown, asserted or unasserted, accrued or unaccrued, absolute or contingent, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise associated with the Former Business whenever arising (the “Liabilities”), including, but not limited to, the Liabilities listed on Exhibit B, and identified in part by reference to the Balance Sheet.
Assumed Liabilities. On the basis of the representations, warranties, covenants and agreements and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing, the Buyer shall assume and agree to pay, perform and discharge when due the Assumed Liabilities.
Assumed Liabilities. In addition to payment of the Purchase Price, ADI shall assume at the Closing, and subsequently in due course pay, honor and discharge, (i) all the obligations, debts and liabilities of Artistic arising out of or relating to the P&C Businesses or the Assets, (ii) the employment related liabilities of Business Employees as set forth in Section 5.12, (iii) all environmental liabilities of Artistic, (iv) the obligations, debts and liabilities set forth on Annex 1, (v) contingent and unknown liabilities arising out of or relating primarily to the P&C Businesses, the Real Property or the Leased Property, accruing before, on or after the Closing Date (as defined in Section 1.4), (vi) the liabilities listed on the balance sheet of Artistic to the extent set forth on Annex 1(the "Assumed Balance Sheet Liabilities"), (vii) liabilities which relate to both the P&C Businesses and the businesses of Artistic other than the P&C Businesses (the "Joint Liabilities") to the extent provided in Section 1.9 and as shall be set forth on Schedule 1.3A and (viii) the allocable share of Joint Employee Liabilities set forth in Schedule 1.3B, determined on the basis of FTE (full time employee) equivalents (collectively, the "Assumed Liabilities"). Artistic shall retain and ADI shall not assume any of Artistic's obligations, debts and liabilities set forth on Schedule 1.3 and any other obligations, debts and liabilities other than the Assumed Liabilities (the "Excluded Liabilities").