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.
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. 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) At the Closing, Buyer will assume, and shall pay, perform and/or discharge as and when due, the Assumed Liabilities, including, but not limited to, future performance of the Assigned Contracts. (b) Notwithstanding anything herein to the contrary, Buyer shall not assume, become liable for, or agree to pay, perform or discharge the Retained Liabilities. 2.3
Assumed Liabilities; Retained Liabilities. At the Closing, the Purchaser shall assume from the Sellers and undertake to discharge only those obligations of the Sellers arising from and after the Closing under (a) each of the Assumed Colocation Agreements; (b) each of the Leases, subject to the Sellers' ability, in accordance with Section 4.8 hereof, to obtain a Lease Assignment for each of such Leases; and (c) the Generator Lease/Purchase Agreements, dated July 31, 2001, January 24, 2001, May 17, 2001, and October 1, 2002 by and between Caterpillar Finance and the Seller or Sellers (the "Generator Leases"), true and complete copies of which are attached hereto as Exhibit A, subject to the Sellers' payment of the monthly payment due and owning as of October 2002 (the "October Generator Payment") under the Generator Leases (collectively, the "Assumed Liabilities"); provided, however, that the liabilities and obligations set forth in clauses (a), (b) and (c) of this Section 1.3 that arise, or are deemed to have arisen, as a result of any default, breach or violation of such Agreements or Leases by the Sellers prior to the Closing shall specifically not be, or deemed not to be, part of the Assumed Liabilities and shall be included as part of the Retained Liabilities. Other than the Assumed Liabilities, the Purchaser does not and shall not assume or in any way be liable or responsible for or undertake to pay, perform, satisfy or discharge any other liabilities, commitments, debts or obligations, whether known or unknown, relating to the Business or not, presently existing or hereafter arising, disclosed or undisclosed, absolute, contingent, inchoate, fixed or otherwise, of the Sellers (the "Retained Liabilities") and the Sellers shall pay, perform, discharge or satisfy, when due, in accordance with Section 4.6 hereof, all of 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:
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. (a) Upon the terms and subject to the conditions of this Agreement, Buyer shall, at the Closing, assume and agree to pay, perform, and discharge the Assumed Liabilities. Except for the Assumed Liabilities, Buyer shall not assume, whether by assignment, express or implied contract, by operation of law or otherwise, or be obligated to pay, perform, discharge or guarantee, any liabilities or obligations of Sellers or any Affiliate thereof (whether or not such liability or obligation is related to or arising out of the Business) whether arising or incurred before, on or after the Financial Effective Time.
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) Subject to the terms and conditions set forth herein, effective as of the Closing, Purchaser shall assume and agree to pay, perform and discharge when due only the following Liabilities of the Division (collectively, the “Assumed Liabilities”):
