Included Liabilities. For the purposes of this Agreement, "SEMICONDUCTOR LIABILITIES" shall mean (without duplication) the following Liabilities, except as otherwise provided for in any Ancillary Agreement or other express agreement of the parties:
Included Liabilities. For the purposes of this Agreement, "ROXIO LIABILITIES" shall mean (without duplication) the following Liabilities, except as otherwise provided for in any Ancillary Agreement or other express agreement of the parties:
Included Liabilities. For the purposes of this Agreement, "Palm Liabilities" shall mean (without duplication) the following Liabilities, except as otherwise provided for in any other Ancillary Agreement or other express agreement of the parties:
Included Liabilities. For the purposes of this Agreement, “LiveRamp Liabilities” shall mean (without duplication) the following Liabilities, except as otherwise and explicitly provided for in any Ancillary Agreement or other express agreement of the parties:
Included Liabilities. For the purposes of this Agreement, “HBI Liabilities” shall mean (without duplication) the following Liabilities, except as otherwise provided for in any Ancillary Agreement or other written agreement between Sxxx Xxx and HBI executed as of or after the date of this Agreement:
Included Liabilities. For the purposes of this Agreement, “SSI Liabilities” shall mean (without duplication) the following Liabilities, except as otherwise provided for in any other Ancillary Agreement:
Included Liabilities. Upon the terms, and subject to the conditions of this Agreement, Buyer and/or its designated Affiliates shall assume as of the Effective Time and shall pay, perform and discharge when due the following Liabilities, and only the following Liabilities, of Seller and its Affiliates; provided, however, that, notwithstanding clauses (a) through (m) below, Included Liabilities shall not include any such Liabilities, obligations or commitments to the extent they are retained by Seller or its Affiliates, or otherwise are the responsibility of Seller or its Affiliates pursuant to this Agreement (whether arising from Seller’s breach or inaccuracy of a representation or warranty or pursuant to Seller’s indemnification obligations or otherwise) (collectively, the “Included Liabilities”):
Included Liabilities. For the purposes of this Agreement, "Axcelis Technologies Liabilities" mean (without duplication) the following Liabilities, except as otherwise provided for in the Separation Agreement, this Agreement or any other Ancillary Agreement and except for the Excluded Liabilities referred to in Section 1.3(b) hereof:
Included Liabilities. On the terms and subject to the conditions of this Agreement, Purchaser, at the Closing, agrees to acquire the Company Stock subject to all of the then-existing obligations of Company; provided, however, that the Purchase Price (as defined in Section 3.1 herein) shall be reduced, which reduction shall come from the x-XXXX.xxx Stock (as defined in Section 3.1(b)), by the aggregate value of those certain liabilities of the Company listed on SCHEDULE 2.2 attached hereto (collectively, the "Included Liabilities").
Included Liabilities. Effective at 11:59 PM on the Closing Date, ELXSI shall transfer, assign and delegate to BickHoldCo, and BickHoldCo shall assume and agree to pay, satisfy and discharge in accordance with their respective terms (subject to any defenses or claimed offsets asserted in good faith against the obligee to whom the same are owed) or reimburse ELXSI, Parent or the Cues Division for any payment made by (or for the account of) any of them after the Closing Date on account of, the following Liabilities of ELXSI, the Xxxxxxxx'x Division and/or Parent, known or unknown, absolute or contingent (or otherwise), accrued or accruing prior to or after the Closing Date and whether or not carried on the books or records of ELXSI or Parent (the "INCLUDED LIABILITIES"):
