Common use of Transferred Liabilities Clause in Contracts

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: (i) all Product Liabilities other than the Excluded Product Liabilities; (ii) all Liabilities arising under the Business Contracts other than the Excluded Business Contract Liabilities; (iii) all Liabilities in connection with any Proceeding commenced after the Closing Date and relating to the Business; (iv) all Environmental Liabilities; (v) all Liabilities (including Pension Liabilities) relating to the CECA Transferred Employees and the Anticipated Voluntary Transferred Employees, provided, however, that the Transferred Liabilities shall not include (x) those liabilities the existence of which would result in any of the representations and warranties made by CECA or Arkema Shanghai under Article IV being inaccurate, (y) the Specific Liabilities and (z) 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: (i) all Product Liabilities other than the Excluded Product Liabilities; (ii) all Liabilities arising under the Business Contracts other than the Excluded Business Contract Liabilities; (iii) all Liabilities in connection with any Proceeding commenced after the Closing Date and relating to the Business; (iv) all Environmental Liabilities; (v) all Liabilities (including Pension Liabilities) relating to the CECA Transferred Employees and the Anticipated Voluntary Transferred Employees, provided, however, that the Transferred Liabilities shall not include (x) those liabilities the existence of which would result in any of the representations and warranties made by CECA or Arkema Shanghai under Article IV being inaccurate, (y) the Specific Liabilities and (z) the Excluded Liabilities.