Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions set forth in this Agreement, Purchaser shall assume, and agree to pay, perform and discharge as and when due and owing, only the following Liabilities (the “Assumed Liabilities”):
Assumption and Exclusion of Liabilities. (a) On the terms and subject to the conditions of this Agreement, from and after the Closing Date, Purchaser shall assume and shall pay, perform and discharge when due only the following specified liabilities and obligations, and no others (collectively, the "ASSUMED LIABILITIES"):
Assumption and Exclusion of Liabilities. Transferee hereby assumes and agrees to pay, perform and discharge when due, all Liabilities of Transferor to the extent relating to or arising out of the Transferred Assets or the EIS Business (the “Assumed Liabilities”); provided that, the “Assumed Liabilities” shall not include Tax liabilities, which shall be governed exclusively by the Tax Matters Agreement.
Assumption and Exclusion of Liabilities. (a) The Purchaser shall assume no liability or obligation of the Sellers except the liabilities and obligations expressly set forth in this Section 2.02(a) (collectively, the “Assumed Liabilities”), which the Purchaser or its permitted assignee (as contemplated by Section 11.06), as the case may be, shall assume and pay, perform and discharge in accordance with their respective terms, subject to any defenses or claimed offsets asserted in good faith against the obligee to whom such liabilities or obligations are owed:
Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Purchaser shall assume and shall agree to pay, perform and discharge the following Liabilities of Parent, the Seller and any of Parent’s other Affiliates (the “Assumed Liabilities”):
Assumption and Exclusion of Liabilities. (a) Purchaser shall not assume any Liabilities of Seller except for those Liabilities which Purchaser expressly assumes pursuant to this Section 2.2(a). On the terms and subject to the conditions of this Agreement, Purchaser shall, on the Closing Date, assume the Liabilities of Seller as of the Closing Date arising out of or relating to the Business, whether accrued or arising before or after the Closing, listed on Exhibit 2.2(a) (the “Assumed Liabilities”).
Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions set forth in this Agreement, the Purchaser shall assume, effective as of the Closing (or as of such later date as may be expressly provided in Section 2.08, Section 5.23 or in the Separation Agreement), and from and after the Closing (or such later date as may be expressly provided in Section 2.08, Section 5.23 or in the Separation Agreement) the Purchaser shall pay, perform and discharge when due, only the following Liabilities of BSC and the Sellers relating to the Business or the Purchased Assets, other than the Excluded Liabilities (the “Assumed Liabilities”):
Assumption and Exclusion of Liabilities. (a) On the terms and subject to the conditions of this Agreement, the Purchaser or one of its designated Affiliates shall, on the Closing Date, assume and shall pay, perform and discharge when due all debts, obligations, contracts, commitments, agreements and liabilities of the Sellers, of every kind and description primarily related to the conduct of the SAP Business and arising by reason of actions or events occurring on or before the Closing Date, whether or not existing on the Closing Date, and whether absolute or contingent, matured or unmatured, or known or unknown, except for the Excluded Liabilities (as defined below) (the "Assumed Liabilities").
Assumption and Exclusion of Liabilities. (a) On the terms and subject to the conditions of this Agreement, the Purchaser shall, on the Closing Date, assume, and shall pay, perform and discharge when due, all Liabilities of the Sellers arising out of or relating to the Business as a going concern, the Transferred Assets or the Newspapers, whether accrued or arising before or after the Closing, except for the Excluded Liabilities (the “Assumed Liabilities”). Without in any way limiting the foregoing, the Purchaser shall be responsible for and shall assume as part of the Assumed Liabilities (i) all liabilities associated with prepaid subscriptions and advertising, (ii) all severance liabilities for Newspaper Employees that are hired by the Purchaser, (iii) all liabilities arising under any contract related to the Business arising after the Closing, (iv) all Liabilities arising under any contract related to the Business incurred prior to the Closing (but only to the extent such Liability is included as a Current Liability in calculating the Purchase Price Adjustment).
Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions set forth in this Agreement, the Companies shall, by executing and delivering, at the Closing, the Assignment and Assumption Agreement, jointly and severally, assume, and agree to pay, perform and discharge when due, any and all of the Liabilities of the Sellers exclusively relating to the Small Molecule Anti-Infective Program or the Transferred Assets arising on or after the Closing Date, other than the Excluded Liabilities set forth in Section 2.02(b) below (the “Assumed Liabilities”). The Assumed Liabilities include, but are not limited to, the following:
