Post-Closing Liabilities. All obligations and liabilities arising out of Buyer’s operations and/or ownership of the Acquired Assets or Licensed Operations on or after the Closing Date, including all liabilities with respect to medical staff, health and/or safety matters.
Post-Closing Liabilities. Purchaser acknowledges that Purchaser shall be responsible for all Liabilities and obligations relating to Purchaser’s ownership or use of, or right to use, the Purchased Assets and the Assumed Liabilities after the Closing Date, including without limitation all Taxes arising out of or related to the Purchased Assets or the operation of conduct of the Business acquired pursuant to this Agreement for all Tax periods beginning on or after the Closing Date.
Post-Closing Liabilities. As of the Closing Date:
Post-Closing Liabilities. As between TRIBUTE and MUTUAL, subject to paragraph 2(c)(iii), TRIBUTE shall be solely responsible for Liabilities related to the Purchased Assets arising on or after the Closing Date, whether such Liabilities are made, incurred, pending or filed.
Post-Closing Liabilities. Except as otherwise expressly set forth in Sections 2.4(a) or 2.4(b):
Post-Closing Liabilities. All Liabilities of the Business (other than Retained Liabilities) to the extent (A) resulting from events or conditions occurring following the Transfer Time or (B) arising out of the Assets and occurring after the Transfer Time.
Post-Closing Liabilities. Subject to the terms and conditions of this Agreement, at Closing, the Acquiror will assume and agree to pay, perform and discharge when due from and after the Closing Date only the following obligations and Liabilities (collectively, the “Post-Closing Liabilities”):
Post-Closing Liabilities. Unless otherwise provided in this Agreement or expressly agreed in writing by the Parties, any formal written legal claims pending or asserted, and any actual liabilities incurred (whether such liabilities were formally asserted, known or unknown prior to the Closing Date) in connection with the Purchased Assets the Licensed Patent Rights and Know-How, existing prior to the Closing Date shall be the responsibility of 3M and 3M IPC, and those that are incurred on or after the Closing Date shall be the responsibility of XXXXX. For avoidance of doubt, with regard to any liabilities or obligations under Assigned Agreements, 3M shall only be responsible for payments owed or incurred prior to the Closing Date and XXXXX shall have liability for all other obligations arising under such Assigned Agreements. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.
Post-Closing Liabilities. Any liability, claim or obligation which is based on events or conditions occurring or arising out of the RMUSA Business as operated by Company after the Contribution or the ownership, possession, use or sale of the RMUSA Assets by Company after the Contribution (but, in each case, only to the extent such liability, claim or obligation is based on events or conditions that occur or arise for the first time after the Contribution);
Post-Closing Liabilities. Any liability, claim or obligation which is based on events or conditions occurring or arising out of the Cemex Business as operated by Company after the Contribution or the ownership, possession, use or sale of the Cemex Assets by Company after the Contribution (but, in each case, only to the extent such liability, claim or obligation is based on events or conditions that occur or arise for the first time after the Contribution);
