Common use of Assumed Liabilities Clause in Contracts

Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to assume and agree to pay, discharge and perform in accordance with their terms, only the following liabilities, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing (the “Assumed Liabilities”):

Assumed Liabilities. On Upon the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to Buyer shall assume and agree to pay, honor, perform and discharge and perform in accordance with their terms, only when due the following liabilitiesliabilities and obligations, commitments to the extent arising and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of period after the Closing (collectively, the “Assumed Liabilities”):

Assumed Liabilities. On Upon the terms and subject to the conditions set forth in of this Agreement, and subject to the exclusion Buyer shall assume effective as of the Excluded LiabilitiesClosing, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to assume and agree to Closing Buyer shall pay, discharge and or perform in accordance with their termswhen due, as appropriate, only the following liabilities, commitments and obligations Liabilities of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing Seller (the “Assumed Liabilities”):), and no other Liabilities:

Assumed Liabilities. On Upon the terms and subject to the conditions set forth in this Agreement, Buyer agrees that as of, and subject to the exclusion of the Excluded Liabilitiesat all times after, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to assume Buyer shall assume, and agree to paysatisfy, perform, pay and discharge as and perform in accordance with their termswhen due and payable, only and otherwise be solely responsible for, each of the following liabilities, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing Liabilities (the “Assumed Liabilities”):

Assumed Liabilities. On the terms and subject Subject to the terms, provisions and conditions set forth contained in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from on and after the Closing, to Buyer shall assume and agree to pay, discharge and perform in accordance with their terms, only the following liabilitiesliabilities (collectively, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing (the “Assumed Liabilities”):), and no other liabilities:

Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer Purchaser hereby agrees, effective at the time of the Closing and from and after the Closing, to assume and agree to pay, discharge and perform in accordance with their terms, only the following liabilities, commitments and obligations certain of the Sellers arising from or Liabilities of Seller relating to the Transferred Purchased Assets or the BusinessProduct, whether known or unknown, fixed or contingent, asserted or unasserted, and not satisfied or extinguished, as the same shall exist as of on and after the Closing Date (the “Assumed Liabilities”):), subject to Section 2.01(d) including the following:

Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the applicable Closing and from and after the applicable Closing, to assume and agree to pay, discharge and perform in accordance with their terms, only the following liabilities, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Initial Closing (the “Assumed Liabilities”):, the Interim Closing Assumed Liabilities and the Final Closing

Assumed Liabilities. On Subject to the terms and subject to the conditions set forth in this Agreement, and subject to at the exclusion of the Excluded LiabilitiesClosing, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to shall assume and agree to pay, discharge and perform in accordance with their terms, only the following liabilities, commitments as and obligations when due all of the Sellers Liabilities accruing or arising from or relating to out of the Transferred Assets Business or the BusinessPurchased Assets after the Closing, as other than the same shall exist as of the Closing Excluded Liabilities (the “Assumed Liabilities”):), in accordance with their respective terms and subject to their respective conditions, including the following liabilities and obligations:

Assumed Liabilities. On Upon the terms and subject to the conditions set forth in of this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to Buyer shall accept, assume and agree to pay, discharge and perform or otherwise discharge, in accordance with their terms, only the following liabilities, commitments respective terms and obligations of the Sellers arising from or relating subject to the Transferred Assets or respective conditions thereof, the BusinessAssumed Liabilities. For purposes of this Agreement, as the same shall exist as of the Closing (the term “Assumed Liabilities”):” means only the Liabilities set forth or described in this Section 1.4, whether or not any such Liabilities have a value for accounting purposes or are carried or reflected in or specifically referred to in Seller’s financial statements:

Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded LiabilitiesSection 2.2.2, the Buyer hereby agreesshall, effective at the time of the Closing and from and after the Closing, to assume and agree to thereafter timely pay, discharge and perform perform, in accordance with their respective terms, only the following liabilities, commitments and obligations all Liabilities of the Sellers arising from or relating to Company and its Subsidiaries, except the Transferred Assets or the BusinessExcluded Liabilities, as the same shall exist as of through the Closing and irrespective of whether the same shall arise prior to, on or following the Closing Date (collectively, the “Assumed Liabilities”):).

Assumed Liabilities. On Subject to and upon the terms and subject to the conditions set forth in of this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to assume and agree to pay, discharge and perform in accordance with their terms, only the following liabilities, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing Date, Buyer agrees to assume from Sellers and to thereafter pay, perform and/or otherwise discharge in a timely manner certain of the debts, obligations, contracts and liabilities of Sellers existing or incurred prior to the Closing or arising out of transactions or events occurring prior to the Closing and certain debts, obligations, contracts and liabilities relating to the Business and the Acquired Assets, except for the Excluded Liabilities of Sellers (the “Assumed Liabilities”):), including the following:

Assumed Liabilities. On Subject to the terms and subject to the conditions set forth in this Agreement, Agreement and subject to the exclusion of excluding the Excluded Liabilities, on the Closing Date, the Buyer hereby agreesshall assume and thereafter pay, effective at perform and discharge when due the time following obligations, liabilities, debts, charges, fees, commitments, expenses and disbursements of the Closing Seller and from and after the Closing, to assume and agree to pay, discharge and perform in accordance with their terms, only the following liabilities, commitments and obligations Subsidiaries of the Sellers arising from Seller that have not been paid, performed or relating to the Transferred Assets or the Business, as the same shall exist discharged as of the Closing (the “"Assumed Liabilities”):

Assumed Liabilities. On Except for the Excluded Liabilities, upon the terms and subject to the satisfaction of the conditions set forth contained in this Agreement, Agreement (and subject to the exclusion entry of the Excluded LiabilitiesApproval Order), on the Closing Date, the Buyer hereby agrees, effective at Buyers shall execute and deliver to the time of Sellers the Closing and from and after Assumption Agreement pursuant to which the Closing, to Buyers shall assume and agree to pay, perform and discharge and perform in accordance with their terms, only when due the following liabilities, commitments liabilities and obligations of the Sellers arising from or relating (the "Assumed Liabilities"), in accordance with the respective terms and subject to the Transferred Assets or the Business, as the same shall exist as of the Closing (the “Assumed Liabilities”):respective conditions thereof:

Assumed Liabilities. On At the Closing, on the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to shall assume and agree to satisfy, pay, perform and discharge and perform in accordance with their terms, only when due the following liabilities, commitments and obligations liabilities of the Sellers arising from or Companies relating to the Transferred Assets or Purchased Assets, subject to the Business, as the same shall exist as indemnification provisions of the Closing ARTICLE IX below (collectively the “Assumed Liabilities”):), subject in all cases to the provisions of Section 6.13:

Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement, and subject to at the exclusion of the Excluded LiabilitiesClosing, the Buyer hereby agrees, shall assume effective at the time as of the Closing and from and after the Closing, to assume and agree to shall thereafter pay, perform, be responsible for and discharge as and perform in accordance with their terms, when due only the following liabilities, commitments and obligations Liabilities of the Sellers arising from or relating to the Transferred Assets or the BusinessSeller, as the same shall exist as of the Closing but excluding any Excluded Liabilities (the “Assumed Liabilities”):

Assumed Liabilities. On Subject to the terms and subject to the conditions set forth in of this Agreement, and subject to the exclusion effective as of the Excluded LiabilitiesClosing, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to shall assume and agree to pay, perform and discharge and perform when due in accordance with their termsrespective terms the Assumed Liabilities. For purposes of this Agreement, “Assumed Liabilities” means, without duplication, only the following liabilities, commitments and obligations of the Sellers arising from or relating Liabilities (to the Transferred Assets or extent not paid prior to the Business, as the same shall exist as of the Closing (the “Assumed Liabilities”Closing):

Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement, Agreement and subject to the exclusion of exclusions set forth in Section 1.1(d), as partial consideration for the Excluded LiabilitiesTransferred Assets, the Buyer hereby agreesshall, effective at the time of the Closing and from and after the Closing, to assume and agree to thereafter pay, discharge and perform in accordance with their terms, only the following liabilities, commitments and obligations Liabilities of the Sellers arising from or relating to the Transferred Assets or the BusinessSellers, as the same shall exist as of on or after the Closing Date and irrespective of whether the same shall arise prior to, on or following the Closing Date (the “Assumed Liabilities”):

Assumed Liabilities. On the terms and subject to the conditions set forth in of this Agreement, effective as of the Closing, Buyer shall assume, and subject hereby agrees to pay, perform and otherwise discharge fully and timely, the following liabilities or obligations, in each case, solely to the exclusion extent related to, resulting from or arising out of the Excluded Liabilitiesownership, the Buyer hereby agrees, effective at the time use or operation of the Closing and Purchased Assets or the Transferred Business from and after the Closing, to assume and agree to pay, discharge and perform in accordance with their terms, only the following liabilities, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing (collectively, the “Assumed Liabilities”):

Assumed Liabilities. On the terms and subject to the conditions set forth contained in this Agreement, and subject to the exclusion effective as of the Excluded LiabilitiesClosing, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to assume Buyer shall pay or assume, perform and agree to paydischarge when due, discharge the following, and perform in accordance with their terms, only the following liabilitiesfollowing, commitments and obligations Liabilities of the Sellers arising from Sellers, or relating to either of them, excluding the Transferred Assets or the BusinessExcluded Liabilities (collectively, as the same shall exist as of the Closing (the “Assumed Liabilities”):

Assumed Liabilities. On Subject to the terms and subject to the conditions set forth in of this Agreement, and subject to the exclusion effective as of the Excluded LiabilitiesClosing, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to shall assume and agree to pay, perform and discharge and perform when due in accordance with their termsrespective terms the Assumed Liabilities. For purposes of this Agreement, “Assumed Liabilities” means, without duplication, only the following liabilitiesLiabilities, commitments and obligations of solely, in each case, to the Sellers extent arising from or relating periods occurring from and after the Closing and only to the Transferred Assets extent not otherwise paid, performed, discharged or otherwise satisfied prior to the Business, as the same shall exist as of the Closing (the “Assumed Liabilities”):Closing:

Assumed Liabilities. On (a) Subject to the terms and subject to the conditions set forth in this Agreement, Agreement and subject to the exclusion excluding any and all other liabilities of the Excluded LiabilitiesBusiness or Sellers, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to Buyer shall assume and agree to thereafter pay, perform and discharge and perform in accordance with their terms, when due only the following liabilities, commitments liabilities and obligations of the Sellers arising from Business that have not been paid, performed or relating to the Transferred Assets or the Business, as the same shall exist discharged as of the Closing Closing, (the “"Assumed Liabilities”"):

Assumed Liabilities. On Upon the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to the Purchaser shall assume and agree to pay, perform and discharge (in connection with the Assumed Liabilities and perform in accordance with their terms, only the following liabilities, commitments and obligations sale of the Sellers Acquired Assets) as and when due the Liabilities of Seller arising from out of or relating to the Transferred Assets operation of the Business or the Business, as the same shall exist as use of the Acquired Assets on or after the Closing other than the Excluded Liabilities, including as set forth on Annex 2.3 (collectively, the “Assumed Liabilities”):).

Assumed Liabilities. On Subject to the terms and subject to the conditions set forth in of this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to assume Buyer shall assume, and agree to shall pay, perform, satisfy and discharge (or cause to be paid, performed, satisfied and perform in accordance with their termsdischarged) when due, only the following liabilities, commitments and obligations Liabilities of the Sellers arising from or relating Seller related to the Transferred Assets or Purchased Assets, but excluding the BusinessExcluded Liabilities (collectively, as the same shall exist as of the Closing (the “Assumed Liabilities”):

Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to the Purchaser shall assume from the Sellers and agree to thereafter pay, perform or otherwise discharge and perform in accordance with their terms, only and shall hold the following liabilitiesSellers harmless from, commitments all of the liabilities and obligations of the Sellers with respect to, arising from out of or relating to the Transferred Assets or following (collectively, the Business, as the same shall exist as of the Closing (the “"Assumed Liabilities”"):

Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement, Agreement and subject to the exclusion of exclusions set forth in Section 1.1(d), as partial consideration for the Excluded LiabilitiesTransferred Assets, the Buyer hereby agreesshall, effective at the time of the Closing and from and after the Closing, to assume and agree to thereafter pay, discharge and perform in accordance with their respective terms, subject to all defenses or counterclaims with respect thereto, the Assumed Liabilities. “Assumed Liabilities” shall mean only the following liabilities of Seller, and no other liabilities, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing (the “Assumed Liabilities”)::

Assumed Liabilities. On At the Closing, on the terms and subject to the conditions set forth in this Agreement, Buyer shall assume and subject shall pay, perform and discharge when due the following Liabilities, except to the exclusion of extent the same are Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to assume and agree to pay, discharge and perform in accordance with their terms, only the following liabilities, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing no others (the “Assumed Liabilities”):

Assumed Liabilities. On (a) Upon the terms and subject to the conditions set forth in of this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to assume and agree to assume, pay, perform and discharge and perform in accordance with their termsas they become due, only all of the following liabilities, commitments and obligations Liabilities of the Sellers arising from or relating Seller Parties and their respective Affiliates solely to the Transferred Assets extent such Liabilities are required to be satisfied, paid, performed or the Business, as the same shall exist as of discharged after the Closing Date (collectively, the “Assumed Liabilities”):

Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to Buyer shall assume and agree to fully and timely perform, pay, satisfy and discharge and perform in accordance with their terms, only all the following liabilities, commitments liabilities and obligations arising under the Purchased Assets solely relating to Buyer's use of the Sellers arising from or relating Purchased Assets subsequent to the Transferred Assets or the Business, as the same shall exist as of the Closing (collectively, the “Assumed Liabilities”):obligations and liabilities assumed under this Section 2.2, the "ASSUMED LIABILITIES").

Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to the Purchaser shall assume from the Seller and agree to thereafter pay, perform or otherwise discharge and perform in accordance with their terms, only and shall hold the Seller harmless from, the following liabilities, commitments and liabilities or obligations of the Sellers arising from Seller (whether or relating to not fixed, contingent or absolute, accrued or unaccrued, known or unknown), but excluding the Transferred Assets or Excluded Liabilities (collectively, the Business, as the same shall exist as of the Closing (the “"Assumed Liabilities”"):

Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement, Agreement and subject to the exclusion of the Excluded Liabilitiesexclusions set forth in Section 2.01(d), the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to assume and agree thereafter timely to pay, discharge and perform in accordance with their terms, only the following liabilitiesLiabilities of Seller or its Affiliates, commitments whether known or unknown, fixed or contingent, asserted or unasserted, and obligations not satisfied or extinguished, irrespective of the Sellers arising from or relating to the Transferred Assets or the Business, as whether the same shall exist as of arise prior to, on or following the Closing (except as indicated otherwise) (the “Assumed Liabilities”):), and no other Liabilities: