Assumed Liabilities; Retained Liabilities Sample Clauses

Assumed Liabilities; Retained Liabilities. Buyer will not assume or be deemed to have assumed, or to have any obligations to Seller, Selling Principal, or third parties with respect to, any liabilities or obligations of Seller, except for the liabilities and obligations specifically specified on Schedule 2.2 attached to this Agreement (“Assumed Liabilities”), whether such other liabilities and obligations arose or arise before or after, or mature before or after, the Closing. All liabilities and obligations of Seller, except for the Assumed Liabilities, will be deemed to be “Retained Liabilities” and will be retained, paid, performed, and discharged solely by Seller.
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Assumed Liabilities; Retained Liabilities. (a) On the terms of and subject to the conditions of this Agreement and in reliance upon the representations and warranties contained herein, in addition to purchasing and acquiring the Transferred Assets, Purchaser shall assume and agrees, from and after the date of such assumption, to pay, perform and discharge when due, and to indemnify Seller against and hold it harmless from only the following liabilities and obligations of Seller (but excluding the Retained Liabilities) in respect of the Business (the “Assumed Liabilities”):
Assumed Liabilities; Retained Liabilities. (a) On the terms set forth herein, on and after the Closing Date, Buyer shall assume, perform, pay, and discharge in full when due all Assumed Liabilities.
Assumed Liabilities; Retained Liabilities. (a) Effective from and after the Closing, Purchaser shall assume, and shall thereafter pay, perform and observe fully and timely, the Assumed Liabilities. Notwithstanding anything to the contrary contained in this Agreement, other than to the extent of the Assumed Liabilities, Purchaser shall not assume, and shall not be obligated to pay, perform or observe, any Liabilities of the Asset Sellers, including the following (collectively, the “Retained Liabilities”): (i) all Indebtedness; (ii) all Liabilities (A) for Taxes that relate to the Purchased Assets, the Business or the Assumed Liabilities for Taxable periods (or portions thereof) ending on or before the Closing Date, (B) for payments under any Tax allocation, sharing or similar agreement that relate to the Purchased Assets, the Business or the Assumed Liabilities, (C) imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability Law or any other Law or as a result of the application of Section 6901 of the Code or any similar Law, in each case with respect to the Purchased Assets, the Business or the Assumed Liabilities, (D) for income Taxes of Seller or any of its Affiliates and (E) for Seller’s or any Affiliate’s share of any Transfer Taxes; (iii) all Liabilities relating to or arising under any Excluded Assets; (iv) all Liabilities relating to the operation of the Business and the ownership of the Purchased Assets on or before the Closing Date other than the Assumed Liabilities; (v) all Product Recall Liabilities and all product liability claims for death, personal injury, other injury to persons or damage to property relating to Business Products sold by the Business prior to the Closing; (vi) all Retained Environmental Liabilities; (vii) all Liabilities arising or occurring on or prior to the Closing Date relating to the employment or termination of employment of any Transferred Employees, including all obligations and Liabilities relating to compensation, benefits, severance and Liabilities under the Workers Adjustment and Retraining Notification Act and similar Laws (collectively, the “WARN Act”) arising on or before the Closing Date; (viii) all Liabilities, whether arising before, on or after the Closing Date, relating to any Business Employees who are not Transferred Employees, other than as set forth in the Transition Services Agreement with respect to the Business Employees employed by Jxxxxx Sub, Estonia Sub, or China Sub, and (vix) all Liabilit...
Assumed Liabilities; Retained Liabilities. (a) Except for liabilities relating to Taxes (which shall be governed solely by Section 5.1(d)) and subject to Section 7.1 of this Agreement, from and after the Closing, Purchaser shall assume and pay, perform and discharge, the following liabilities and obligations (all such liabilities and obligations, collectively, the “Assumed Liabilities”):
Assumed Liabilities; Retained Liabilities. Celldex shall, and does hereby agree to, assume, satisfy, perform, pay and discharge (a) all Liabilities and obligations that Celldex has expressly assumed or agreed to assume or perform under this Agreement, (b) all Liabilities and obligations under or pursuant to the Assigned Contracts attributable to the exercise of rights thereunder by Celldex after the Effective Date, and (c) all Liabilities and obligations that arise out of or are related to the use or ownership of Biological Materials by Celldex after the Effective Date (collectively, the “Assumed Liabilities”). All Liabilities and [*****] REPRESENTS CONFIDENTIAL PORTION WHICH HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. obligations (x) under or pursuant to the Assigned Contracts relating to periods prior to the Effective Date or (y) relating to the use or ownership of Biological Materials by Medarex prior to the Effective Date shall be retained by Medarex (collectively, the “Retained Liabilities”).
Assumed Liabilities; Retained Liabilities. (a) Buyer shall not assume or be liable for any Liabilities other than as expressly provided for in this Section 1.2. Buyer shall not assume or be liable for any Liabilities, Indebtedness or other obligations of whatever nature of Seller which relate to Photrex or other Miravant Derived Photodynamic Therapy programs prior to the Closing Date, including sales or distribution of drugs, equipment or consumables made prior to the Closing Date that are used or consumed after the Closing Date, any replacement, warranty or service claims relating to such sales or distribution, past clinical or nonclinical studies or prior financial obligations or judgments made against Miravant or one or more Miravant Subsidiaries. Notwithstanding the foregoing:
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Assumed Liabilities; Retained Liabilities. Subject to the terms and conditions set forth herein, Company shall assume all liabilities and obligations related to the Contributed Assets arising after the Closing (as defined below) but only to the extent that such liabilities and obligations do not relate to any pre-Closing breach, default, omission or violation of which Seller has knowledge prior to the Closing (the “Assumed Liabilities”). Other than the Assumed Liabilities, the Company shall not assume any liabilities or obligations of Contributor of any kind (all liabilities of Contributor other than the Assumed Liabilities being the “Retained Liabilities”).
Assumed Liabilities; Retained Liabilities. (a) On the terms set forth herein, on and after the Closing Date, Buyer shall assume, perform, pay, and discharge in full when due the following Liabilities of the Seller (the “Assumed Liabilities”): (i) the accounts payable and other Liabilities outstanding as of the date hereof which are specifically set forth on Section 1.2(a)(i) of the Disclosure Schedule, (ii) deferred revenue reflected on the Financial Statements, and (iii) those executory and other obligations under the Assumed Contracts arising on and after the Closing Date are assumed by Buyer. For clarity, Buyer is assuming only those obligations under the Assumed Contracts and only to the extent that such obligations arise in the course of performing such Assumed Contracts from and after the Closing Date and is not assuming any obligations or liabilities that are due to any breach or default by Seller or performance by Seller under any such Assumed Contract.
Assumed Liabilities; Retained Liabilities. Celldex shall, and does hereby agree to, assume, satisfy, perform, pay and discharge (a) all Liabilities and obligations that Celldex has expressly assumed or agreed to assume or perform under this Agreement, (b) all Liabilities and obligations under or pursuant to the Assigned Contracts attributable to the exercise of rights thereunder by Celldex after the Effective Date, and (c) all Liabilities and obligations that arise out of or are related to the use or ownership of Biological Materials by Celldex after the Effective Date (collectively, the "Assumed Liabilities"). All Liabilities and obligations (x) under or pursuant to the Assigned Contracts relating to periods prior to the Effective Date or (y) relating to the use or ownership of Biological Materials by Medarex prior to the Effective Date shall be retained by Medarex (collectively, the "Retained Liabilities").
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