Transferred Liabilities. As of the Closing Date, the Purchaser shall assume the following obligations and liabilities of the Seller:
Transferred Liabilities. The liabilities and obligations of Holdings to be allocated to, assumed by and vested in Acquiror Sub in the Merger pursuant to Section 1.4 hereof (the "Transferred Liabilities") shall be those liabilities and obligations of Holdings set forth on Schedule IV hereto, whether direct or indirect, known or unknown, absolute or contingent.
Transferred Liabilities. Subject to the terms and conditions of this Agreement, on the Closing Date, the Buyer (or one or more Buyer Designees) shall assume and become responsible for, perform, discharge and pay when due the Transferred Liabilities. For the avoidance of doubt, the Assets Sellers will retain, and will be responsible for paying, performing and discharging when due, and the Buyer and its Affiliates will not assume or have any responsibility for the Excluded Liabilities.
Transferred Liabilities. Purchaser shall assume as of the Effective Time and pay, perform and discharge as of or after the Effective Time, as the case may be, only the following duties, obligations, and liabilities of Seller arising from and after the Effective Time (the “Transferred Liabilities”):
Transferred Liabilities. Subject to the terms and conditions of this Agreement, at the Closing, Purchaser or one of its Subsidiaries shall assume and thereafter pay, perform and discharge all Liabilities, whether arising out of or relating to any circumstance, condition, occurrence or event happening before, on or after the Closing, whether due or to become due, arising out of, relating to or otherwise in respect of the Business or the operation or conduct of the Business including the following Liabilities; provided, that the Transferred Liabilities shall not include the Retained Liabilities (collectively, the “Transferred Liabilities”);
Transferred Liabilities. All the liabilities, obligations and commitments of the Seller and its subsidiaries (including the Subsidiary Transferors but excluding the Transferred Entities) to the extent related to the Business, including the following liabilities but excluding the Excluded Liabilities:
Transferred Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing and effective as of the Closing Date, the Purchaser shall assume and become responsible for, perform, discharge and pay as and when due the Liabilities of CECA related to the Transferred Assets, the Anticipated Voluntary Transferred Employees and the CECA Transferred Employees or the Business (the "Transferred Liabilities"), including:
Transferred Liabilities. 7.3.1 In the context of the Contribution, as from the Completion Date, Second Sight shall, subject to Section 7.1.1, assume all the liabilities relating to the Activity, in particular the debts listed below and recorded in Pixium’s balance sheet: Financial debts: Loans and debts owed to financial institutions: [__] euros Other loans and debts owed: [__] euros Operating liabilities Debts to suppliers and related accounts: [__] euros Tax and employee debts: [__] euros
Transferred Liabilities. Upon the terms and conditions set forth in this Agreement and subject to all applicable Laws, the Purchaser agrees that, in reliance upon, inter alia, the warranties and covenants given by the Seller pursuant to this Agreement and the other Transaction Documents, with effect on and from the Closing, the Purchaser (or one or more of its Affiliates, in the Purchaser’s sole discretion) shall assume, pay, perform and discharge when due in accordance with their respective terms, all of the Transferred Liabilities and the Seller will promptly, and at its own cost and expense, provide all information and assistance and take all steps reasonably requested by the Purchaser to assist in the assumption, payment or discharge of the Transferred Liabilities. For the avoidance of doubt, nothing in this Section 2.3 or any other provision of this Agreement shall be construed as transferring any Liabilities related to or arising under or out of the [**], and any and all such Liabilities shall remain with the Seller following the Closing.
Transferred Liabilities. All Liabilities of any Asset Sale ------------------------ Subsidiary to the extent arising out of, resulting from or primarily related to any of the Transferred Assets;
