Common use of Transferred Liabilities Clause in Contracts

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”); (i) Liabilities arising out of, relating to or otherwise in respect of the Transferred Companies, Transferred Assets and Transferred Intellectual Property; (ii) Liabilities of the Asset Transferring Companies and Transferred Companies to Transferring Employees specifically assumed by Purchaser pursuant to Section 5.10, including retention payments to the Transferring Employees in accordance with Section 5.10(i); (iii) Liabilities of the Asset Transferring Companies under Transferred Contracts; (iv) Liabilities to the extent reflected in the U.K. Net Working Capital, including reserves set forth therein; (v) Liabilities in connection with the Proceedings set forth on Schedule 2.2(d)(v) up to an amount as set forth on such Schedule; and (vi) Liabilities in connection with obligations under the BSP Agreement, including any obligations that survive expiration of the BSP Agreement, solely to the extent those obligations relate exclusively to the “STP” and “Armor All” Marks, provided that Clorox Parent shall not (i) enter into any extension of such agreement or (ii) request that BSP provide any services under the BSP Agreement with respect to the “STP” and “Armor All” Marks other than those provided by BSP as of the Closing Date.

Transferred Liabilities. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, in consideration for the sale, assignment, conveyance, transfer and delivery of the Transferred Assets to the Buyer, at the Closing, Purchaser or one of its Subsidiaries the Buyer shall assume from the Sellers the following Transferred Liabilities (as defined below) and thereafter agrees to pay, perform and discharge when due, in accordance with their respective terms and subject to their respective conditions, only the following Transferred Liabilities: (i) all Liabilities, whether Liabilities arising out of under the Assumed Seller Plans other than Liabilities arising from or relating related to any circumstanceExcluded Liabilities; (ii) all Liabilities arising under the Acquired Leases; (iii) the Excluded Holdings Lease Indemnity; (iv) all Liabilities arising under the Assigned Debtor Contracts, conditionincluding the Cure Costs; (v) all Liabilities arising from the ownership, occurrence possession or event happening before, on or use of the Acquired IP from and after the Closing; and (vi) all Liabilities arising from and after the Closing from the Acquired Claims, whether due including fees, charges and other costs incurred by the Buyer to investigate or to become due, arising out of, relating to or otherwise in respect of prosecute the Business or Acquired Claims after the operation or conduct of the Business including the following Liabilities; provided, that the Transferred Liabilities shall not include the Retained Liabilities Closing (clauses (i)–(vi) collectively, the “Transferred Liabilities”); (i) . Subject to applicable Law, the Sellers and their respective Affiliates shall have no further Liabilities arising out of, relating to or otherwise in respect of the Transferred Companies, Transferred Assets and Transferred Intellectual Property; (ii) Liabilities of the Asset Transferring Companies and Transferred Companies to Transferring Employees specifically assumed by Purchaser pursuant to Section 5.10, including retention payments to the Transferring Employees in accordance with Section 5.10(i); (iii) Liabilities of the Asset Transferring Companies under Transferred Contracts; (iv) Liabilities to the extent reflected in the U.K. Net Working Capital, including reserves set forth therein; (v) Liabilities in connection with the Proceedings set forth on Schedule 2.2(d)(v) up to an amount as set forth on such Schedule; and (vi) Liabilities in connection with obligations under the BSP Agreement, including any obligations that survive expiration of the BSP Agreement, solely to the extent those obligations relate exclusively to the “STP” and “Armor All” Marks, provided that Clorox Parent shall not (i) enter into any extension of such agreement or (ii) request that BSP provide any services under the BSP Agreement with respect to the “STP” Transferred Liabilities. For the avoidance of doubt, (x) Transferred Liabilities shall not include any Excluded Liabilities and “Armor All” Marks other than those provided by BSP as (y) nothing in this Section 1.1(c) is intended to discharge or otherwise modify any existing Liability of the Closing DateCompanies.