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. Subject to Section 2(d), in connection with the purchase and sale of the Transferred Assets pursuant to this Agreement, at the Closing, the Buyer shall assume and pay, discharge, perform or otherwise satisfy, and indemnify, defend and hold harmless from and after the Closing Seller and each of the Seller Indemnified Parties from and against, the following liabilities and obligations (other than Excluded Liabilities) of any kind and nature, whether known or unknown, express or implied, primary or secondary, direct or indirect, absolute, accrued, contingent or otherwise and whether due or to become due, of the Seller Entities arising out of, relating to or otherwise in respect of the Business or the Transferred Assets (the “Assumed Liabilities”):
(i) any trade account payable of the Business reflected in the Balance Sheet;
(ii) any trade account payable (other than a trade account payable to any Seller Entity or their respective Affiliates) of the Business incurred subsequent to the date of the Balance Sheet in the ordinary course of business consistent with past practice (but not for any liabilities arising out of the breach by a Seller Entity of its obligations);
(iii) except as provided in Section 2(d), all Environmental Liabilities relating to the Transferred Assets, without regard to whether Environmental Conditions were present at, on, or underlying such Transferred Assets on, prior to or after the Closing Date;
(iv) any Taxes to be paid by the Buyer pursuant to Article 6;
(v) all liabilities of the Seller under the Contracts (other than Contracts which are Excluded Assets) and the Business Permits to be performed on or after, or in respect of periods following, the Closing Date; provided, however, that with regard to liabilities under such Contracts, such liability shall only be assumed to the extent such liability does not arise from or relate to any breach of such Contract that occurred prior to the Closing Date;
(vi) all liabilities in respect of products or services manufactured, marketed, distributed, supplied, performed or sold by the Business on or after the Closing Date, including product liability and negligence claims and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty or similar claims;
(vii) any obligations or liabilities to or with respect to any current or former Non U.S. Business Employees (and their covered dependents and beneficiaries), but only if and to the extent Buyer or any of its Affili...
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. On the Closing Date, Buyer or the UniSource Designee acquiring the Assets shall deliver to Seller the Assignment and Assumption Agreement pursuant to which Buyer or such UniSource Designee shall assume and agree to discharge when due, without recourse to Seller, in accordance with the respective terms and subject to the respective conditions thereof, all of the Assumed Liabilities. All of the following liabilities and obligations of Seller or Buyer which relate to, or arise by virtue of Seller's or Buyer's ownership of the Assets or operation of the Business (other than Excluded Liabilities) are referred to collectively as the "Assumed Liabilities":
(a) all liabilities and obligations of Seller or Buyer arising on or after the Closing Date under the Assigned Agreements, the Real Property Leases, and the Transferable Permits in accordance with the terms thereof, including, without limitation, the Assigned Agreements entered into by Seller (i) prior to the date hereof and (ii) after the date hereof consistent with the terms of this Agreement, except in each case to the extent such liabilities and obligations, but for a breach or default by Seller, would have been paid, performed or otherwise discharged on or prior to the Closing Date and are not otherwise included among the items causing an adjustment to the Base Purchase Price contemplated in Section 3.3 or to the extent the same arise out of any such breach or default or out of any event which after the giving of notice or passage of time or both would constitute a default by Seller;
(b) all liabilities and obligations of Seller for accounts payable to the extent included among the items causing an adjustment to the Base Purchase Price contemplated in Section 3.3;
(c) all liabilities and obligations associated with the Assets or the Business in respect of Taxes for which Buyer is liable pursuant to Section 3.4 or 6.10(a) hereof;
(d) all liabilities and obligations of Seller or Buyer with respect to the Transferred Employees incurred on or after the Closing Date for which Buyer is responsible pursuant to Section 6.12;
(e) all liabilities, responsibilities and obligations of Seller or Buyer arising under Environmental Laws or relating to Environmental Conditions or Regulated Substances (including common law liabilities relating to Environmental Conditions and Regulated Substances), whether such liability, responsibility or obligation is known or unknown, contingent or accrued as of the Closing Date, includin...
Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, effective at the Effective Time, Buyer shall assume, and shall pay, perform, fulfill and discharge, the following Liabilities of Seller or its Subsidiaries (collectively, the “Assumed Liabilities”):
(a) all Liabilities accruing from, arising out of or related to the Transferred Contracts that are incurred or required to be paid, performed or otherwise discharged on or after the Effective Time;
(b) all Liabilities accruing from, arising out of or related to Buyer’s operation of the Business and the ownership and operation of the Transferred Assets on or after the Effective Time;
(c) all Liabilities that are assumed by operation of Applicable Law related to the Transferred Employees whose primary place of employment is outside the United States, including those specified in Schedule 2.03(c);
(d) all Product Obligations;
(e) any Taxes to be paid by Buyer pursuant to Section 5.09; and
(f) all Liabilities to be performed by Buyer or its Subsidiaries under this Agreement and the Ancillary Agreements. The assumption by Buyer of the Assumed Liabilities and the transfer of the Assumed Liabilities by Seller and its Subsidiaries shall in no way expand the rights or remedies of any Person against Buyer or Seller and its Subsidiaries or their respective officers, directors, employees, shareholders and advisors as compared to the rights and remedies that such Person would have had against such Parties had Buyer not assumed the Assumed Liabilities. Without limiting the generality of the foregoing, the assumption by Buyer of the Assumed Liabilities shall not create any third-party beneficiary rights.
Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, the Parties agree, effective at the Effective Time, Buyer shall assume or to cause its Subsidiaries to assume all Liabilities of Seller or any of the Retained Subsidiaries to the extent relating to or arising out of the Purchased Assets or the Business of whatever nature, whether presently in existence or arising hereafter, except for the Excluded Liabilities (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities):
(a) all current liabilities set forth on the Balance Sheet and all current liabilities incurred after the Balance Sheet Date in the ordinary course of business, to the extent not satisfied prior to the Effective Time;
(b) all Liabilities arising under the Purchased Contracts;
(c) any Liabilities for Pre-Closing Non-Income Taxes relating to the Purchased Assets, in each case, to the extent included in the calculation of Final Closing Net Working Capital;
(d) all Liabilities arising under warranty obligations or arising under applicable product liability, personal injury or tort Laws relating to any products manufactured or sold in the Business prior to, at or after the Effective Time, except for those Liabilities set forth on Schedule 2.04(d) (the “Excluded Product Liabilities”) (excluding the Excluded Product Liabilities, the “Product Liabilities”);
(e) all Environmental Liabilities arising at or prior to the Effective Time in connection with or relating to the Business as currently or formerly conducted, the Purchased Assets, the Real Property or any other real or personal property currently owned, leased or operated in connection with the Business or the Purchased Assets, including all Environmental Liabilities arising out of or relating to any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”);
(f) all Liabilities arising out of or in connection with any act, omission or circumstance occurring at any time after the Effective Time;
(g) all Liabilities relating to Purchased Subsidiary Employees, other than any such Liabilities expressly retained by Seller pursuant to Article VII;
(h) all Liabilities relating to the International Plans; and
(i) any Liabilities with respect to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. Buyer’s obligati...
Assumed Liabilities. Subject to the terms and conditions set forth herein, and in reliance upon the representations and warranties contained herein, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery of the Assets to Buyer, Buyer will assume and undertake to pay, perform and discharge, in accordance with the terms thereof, only the following Liabilities of the Company incurred in the ordinary course of business (the "Assumed Liabilities"):
(a) express contractual performance obligations arising after the Effective Time (other than obligations relating to those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assets);
(b) Liabilities expressly assumed by Buyer pursuant to Article X; and
(c) Liabilities (other than those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) which are not included in clause (a) or (b) of this Section 3.1, but only to the extent and in the amounts provided for on the Final Closing Statement. The parties understand and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoever.
Assumed Liabilities. Section 2.3
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. 5 Section 1.4