First Closing Assumed Liabilities Clause Samples
First Closing Assumed Liabilities. Subject to the terms and conditions set forth herein, effective as of the First Closing, the Purchaser shall assume and agree to pay, perform and discharge only the following Liabilities of the Sellers (collectively, the “First Closing Assumed Liabilities” and, together with the Second Closing Assumed Liabilities, the “Assumed Liabilities”):
(i) up to $208,000 in ordinary course trade payables (represented by the line items “Indus” and “WCA,” reduced by amounts owed to Affiliates of the Purchaser, on the closing funds flow statement);
(ii) obligations arising under the Assumed Contracts after the First Closing (other than any such Liabilities that are based on, arise from or relate to (A) any breach, default or violation thereof by a Seller on or prior to the First Closing Date or (B) any breach, default or violation of the Management Services Agreement by a Seller); and
(iii) ordinary course payroll obligations accrued from February 20, 2021 through the First Closing Date with respect to the Group III Employees in the amount set forth on Schedule I to the Closing Statement (the “Assumed Payroll Amount”).
First Closing Assumed Liabilities. Subject to Section 5.12(b), on the terms and subject to the conditions set forth in this Agreement, effective as of the First Closing, the Buyer Parent shall, or shall cause the relevant Buyers (as applicable) to, assume responsibility for, pay, perform and discharge when due only the following Liabilities, in each case arising after the First Closing (collectively, the “First Closing Assumed Liabilities”) and the Buyer Parent and the Buyers (and no Seller) shall be collectively responsible for all First Closing Assumed Liabilities:
(i) all Liabilities (including third party claims) arising out of or relating to the SSD Business or the First Closing Transferred Assets in each case arising from facts, circumstances, events or conditions first arising after the First Closing; provided that any Liability of any Seller with respect to its breach of, or failure to perform under, any First Closing Transferred Contract prior to the First Closing shall not be assumed by the Buyer Parent or its Affiliates and shall not constitute a First Closing Assumed Liability;
(ii) all Liabilities (A) expressly assumed by the Buyer Parent pursuant to ARTICLE VI, (B) relating to employee benefits, compensation or other arrangements with respect to the employment or service or termination of employment or service by Buyer or its Affiliates of any Transferred SSD Employee arising after the First Closing, (C) in respect of severance or termination indemnities arising under applicable Law or this Agreement in connection with the First Closing and owed to Transferred SSD Employees as a result of the occurrence of the First Closing (excluding, for the avoidance of doubt, any such indemnities that are discretionary in nature), (D) arising as a result of or relating to the Buyer Parent or its Affiliate’s failure to: (1) provide employment to any Automatic Transfer Employees on terms which comply with the requirements under the relevant ARD and/or this Agreement; (2) comply with their respective obligations under the relevant ARD or the directions of any Employee Representative Body or Governmental Entity, including, where relevant, to provide the information required under applicable Law to the Seller Parent or its Affiliates in order for them to comply with their respective obligations or to inform or consult with any relevant employees or Employee Representative Body in accordance with the ARD; (3) provide employment to any Offer Employee in accordance with the provisions of Section 6...