Common use of Assumed Liabilities Clause in Contracts

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due any and all liabilities and obligations of Seller arising out of or relating to the Business or the Purchased Assets on or after the Closing, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”), including, without limitation, the following:

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due any and all liabilities and obligations Liabilities of each Seller or its Subsidiaries arising out of or relating to the Business or the Purchased Assets on or after the ClosingTransferred Assets, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”) (provided that Assumed Liabilities of the Purchased Subsidiary shall not be separately assumed by Buyer, but rather shall be transferred to Buyer indirectly via the purchase of the Purchased Interests), including, without limitation, the following:

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due (a) the Liabilities incurred or arising after the Closing under the Assigned Contracts, but only to the extent that such Liabilities do not relate to any and all liabilities and obligations actual or alleged failure to perform, improper performance, warranty or other breach, default or violation of Seller arising out of or relating to the Business or the Purchased Assets on or after prior to the Closing, other than and (b) the Excluded Franchise Liabilities (the Liabilities under clauses (a) and (b) collectively, the “Assumed Liabilities”), including, without limitation, the following:.

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer Purchaser shall assume and agree to pay, perform and discharge when due any and all liabilities and obligations of Seller arising out of or relating to the Business or the Purchased Assets on or after the Closing, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”), including, without limitation, the following:.

Assumed Liabilities. Subject to On the terms and subject to the conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due any and all only the following liabilities and obligations of Seller or any of its applicable Subsidiaries to the extent arising out of or relating to the Business or the Purchased Assets on or after the Closing, other than and not included among the Excluded Liabilities (collectively, the “Assumed Liabilities”), including, without limitation, the following:):

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due any and all liabilities and obligations of Seller arising out the Company when due resulting from the operation of or relating to the Business or the Purchased Assets on or Company after the Closing, other than the Excluded Liabilities Closing Date (collectively, the “Assumed Liabilities”). Assumed Liabilities shall include, including, without limitation, the followingbut are not limited to:

Assumed Liabilities. Subject to On the terms and subject to the conditions set forth hereinhereof, Buyer shall assume and agree to pay, perform and discharge or otherwise discharge, when due due, any and all liabilities and obligations of Seller arising out of or relating to the Business or the Purchased Assets on or after the Closing, other than the Excluded following Liabilities (collectively, the “Assumed Liabilities”), including, without limitation, the following:):

Assumed Liabilities. Subject to the terms and conditions set forth herein, at the Closing, the Buyer shall will assume and agree to thereafter pay, discharge or perform and discharge when due any and all liabilities and obligations of Seller the following Seller’s Liabilities, to the extent arising out of or relating pertaining to the Business or the Purchased Assets on or after the ClosingAssets, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”), including, without limitation, the following:):

Assumed Liabilities. Subject Upon the sale and purchase of the Assets and subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due any and all the following liabilities and obligations of Seller arising out in connection with the operation of or relating to the Business or the Purchased Assets on or after the Closing, other than the Excluded Liabilities Closing (collectively, the “Assumed Liabilities”), including, without limitation, the following:):

Assumed Liabilities. Subject to Upon the terms and subject to the conditions set forth herein, Buyer shall assume hereby assumes and agree agrees to pay, perform and perform, discharge when due any and or otherwise satisfy in accordance with their respective terms, all liabilities and obligations of Seller arising out of or relating to the Business or the Purchased Assets on or after the Closing, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”), including, without limitation, . Buyer shall not assume the following:Retained Liabilities.

Assumed Liabilities. Subject to the terms and conditions set forth herein, at the Closing, Buyer shall assume and agree to pay, perform and discharge when due any and all liabilities due, the following Liabilities and obligations of Seller arising out of or relating to the Business or the Purchased Assets on or after the Closing, other than the Excluded Liabilities Effective Date (collectively, the “Assumed Liabilities”), including, without limitation, ) and only the followingAssumed Liabilities and no others:

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due any and all of Seller’s liabilities and obligations of Seller arising out of obligations, whether accrued, absolute, contingent or relating otherwise including, without limitation, liability or obligation with respect to the Business or the Purchased Assets on or after the Closing, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”), including, without limitation, the following:):

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due any and all liabilities and obligations of Seller and its Affiliates to the extent arising out of or relating to the Business or the Purchased Assets Assets, in each case, on or after the ClosingClosing (except as specifically set forth below), other than the Excluded Liabilities (collectively, the “Assumed Liabilities”), including, without limitation, including the following:

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due any and all liabilities and obligations of Seller arising out of or relating to the Business or the Purchased Assets on or after the Closing, other than the Excluded Liabilities (collectively, the “"Assumed Liabilities”"), including, without limitation, the following:

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due any and all the following liabilities and obligations of Seller to the extent solely and exclusively arising out of or relating to the Business or the Purchased Assets on or accruing after the ClosingClosing in respect of the period after the Closing Date, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”), including, without limitation, the following:):

Assumed Liabilities. Subject to At the terms and conditions set forth hereinClosing, the Buyer shall assume and agree to and, thereafter, shall pay, discharge, perform and discharge otherwise satisfy when due any and all due, the following liabilities and obligations of any kind and nature, whether known or unknown, express or implied, primary or secondary, direct or indirect, absolute, accrued, contingent or otherwise and whether due or to become due (collectively, “Liabilities”), of the Seller arising out of or relating to and the Business or the Purchased Assets on or after the Closing, other than the Excluded Liabilities Seller Subsidiaries (collectively, the “Assumed Liabilities”), including, without limitation, the following:):

Assumed Liabilities. Subject to the terms and conditions set forth herein, the Buyer shall (or shall cause its Designated Affiliates to) assume and agree to pay, perform and discharge when due any and all liabilities and obligations Liabilities of Asset Seller arising out of or relating to Leave Benefits for Transferred Employees (subject to the limitations provided for in Section 4.8(c)), the Business, the Business Agreements or the Purchased Assets on or after the Second Closing, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”), including, without limitation, the following:.

Assumed Liabilities. Subject to On the terms and subject to the conditions set forth herein, Buyer shall will assume and agree to pay, perform satisfy and discharge or perform when due any and all liabilities and obligations only the following Liabilities of Seller arising out of or relating to the Business or the Purchased Assets on or after the Closing, other than the Excluded Liabilities (and no others) (collectively, the “Assumed Liabilities”)): All Liabilities arising under the Assumed Contracts to the extent that the rights and benefits of Seller thereunder are after the Closing Date effectively transferred or assigned to Buyer, including, without limitation, or novated for the following:benefit of Buyer.

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall be responsible for, and shall assume ------------------- and agree agrees to paypay or discharge, perform and discharge when due any and all liabilities and obligations Liabilities of Seller arising out of or relating to the Purchased Business or that relate to the Purchased Assets on or after the Closing, other than the Excluded Liabilities (collectively, the “"Assumed Liabilities”"), including, without limitation, including but not limited to the following:

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due any and all liabilities and obligations of the Seller Parties arising out of the Purchased Assets or relating to the Business or the Purchased Assets on or after the ClosingBusiness, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”), ) including, without limitation, the following:

Assumed Liabilities. (a) Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due any and all liabilities and obligations Liabilities of Seller arising out of or relating to the Business or the Purchased Assets on or after the Closing, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”), including, without limitation, including the following:

Assumed Liabilities. Subject to Upon the terms sale and conditions set forth hereinpurchase of the Purchased Assets, the Buyer shall assume and agree to assume, pay, perform and or discharge when due any and all those liabilities and obligations (and only those liabilities and obligations) of the Seller arising out of or relating to the Business or the Purchased Assets on or after the Closing, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”), including, without limitation, the followingwhich are listed and described as follows:

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due any and all liabilities and obligations of Seller arising out of or relating to the Business or the Purchased Assets on or after the Closing, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”), including, without limitation, the following:

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due due, any and all liabilities and obligations of Seller arising out of or relating to the Business or the Purchased Assets on or after the Closing, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”), including, without limitation, to the following:

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer Purchaser shall assume and agree to pay, perform and discharge when due any and all the following liabilities and obligations of Seller arising out of or relating to the Business or the Purchased Assets on or after the Closing, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”), including, without limitation, the following:):

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall Sellers agree to assign to Purchaser, and Purchaser agrees to assume and agree agrees to pay, perform and discharge when due any and all liabilities and obligations of Seller arising out of or relating to only the Business or the Purchased Assets on or Assumed Liabilities after the Closing. For the avoidance of doubt, the Parties agree that the Purchaser shall not assume or otherwise become liable for any Liabilities of the Sellers or their respective Affiliates other than the Excluded Liabilities (collectivelyAssumed Liabilities. For the purposes of this Agreement, the “Assumed Liabilities”), including, without limitation, ” shall mean and include only the following:

Assumed Liabilities. Subject to As part of the terms and conditions set forth hereinconsideration for the Assets, the Buyer shall assume and agree to pay, discharge and perform and discharge when due any and all the following liabilities and obligations of Seller arising out of or relating the Seller, but in each case only if and to the extent that the liability or obligation arises from the operation of the Business or in the Purchased Assets on or after the Closingordinary course, other than the Excluded Liabilities consistent with past practices (collectively, the “Assumed Liabilities”), including, without limitation, the following:):

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due any and all liabilities of the following (and obligations only the following) Liabilities of Seller arising out of or relating to the Business or the Purchased Assets on or after the Closing, other than but specifically excluding the Excluded Liabilities (collectively, the “Assumed Liabilities”), including, without limitation, the following:):

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume pursuant to the Assignment and Assumption Agreement and Xxxx of Sale and agree to pay, perform and discharge when due any and all solely the following liabilities and obligations of Seller arising out of or relating to the Business or the Purchased Assets on or after the Closing, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”), including, without limitation, the following:):

Assumed Liabilities. (a) Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due any and all liabilities and obligations Liabilities of Seller arising out of or relating to the Business or the Purchased Assets on or after the Closing, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”), including, without limitation, including the following:

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due any and all liabilities and obligations of Seller Liabilities arising out of or relating to Buyer’s ownership or operation of the Business or the Purchased Assets on or after the Closing, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”), including, without limitation, the following:

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due any and all liabilities and or obligations of Seller (a) relating to or arising out of workers’ compensation claims of any Employee which relate to events occurring prior to the Closing Date as set forth on Section 2.03 of the Disclosure Schedules and (b) arising under or relating to the Business or the Purchased Assets on or after the Closing, other than the Excluded Liabilities Assigned Contracts (collectively, the “Assumed Liabilities”), including, without limitation, the following:.

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due any and all liabilities and obligations of any of the Seller Entities arising out of or relating to the Business or the Purchased Assets occurring on or after the Closing, other than with respect to the Excluded Liabilities following (collectively, the “Assumed Liabilities”), including, without limitation, the following:):

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due any and all liabilities and obligations of the Seller arising out when due resulting from the operation of or relating to the Business or the Purchased Assets on or after the Closing, other than the Excluded Liabilities Closing Date (collectively, the “Assumed Liabilities”). Assumed Liabilities shall include, including, without limitation, the followingbut are not limited to:

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge as and when due ONLY the following liabilities, obligations or commitments of any and all liabilities and obligations nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise (“Liabilities”) of Seller arising out of or relating to the Business or the Purchased Assets on or after the Closing, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”), including, without limitation, the followingand no other Liabilities:

Assumed Liabilities. Subject to the terms and conditions herein, and in reliance upon the representations, warranties and agreements hereinafter set forth hereinforth, Buyer shall assume and agree to payassume, perform and in due course discharge when due any and all liabilities and obligations of Seller arising out under the Contracts assigned to and accepted by Buyer that relate to hosting and support services required after the Closing Date, except for any such liabilities that arise as a result of the breach or relating nonperformance of Seller prior to the Business or Closing Date (the Purchased Assets on or after the Closing, other than the Excluded Liabilities (collectively, the “"Assumed Liabilities”"), including, without limitation, the following:.

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due any and all liabilities and obligations Liabilities of Seller Sellers arising out of or relating to the Business or the Purchased Assets on or after the Closing, other than but specifically excluding the Excluded Liabilities (collectively, the “Assumed Liabilities”), including, without limitation, including the following:

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due any and all the following liabilities and obligations of Seller arising out of or relating to the Business or the Purchased Assets on or after the Closing, other than the Excluded Liabilities (collectively, the “"Assumed Liabilities”), including, without limitation, the following:"):

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due any and all the liabilities and obligations attributable to Buyer’s ownership or operation of Seller arising out of or relating to the Business or the Purchased Acquired Assets on or after the Closing, other than the Excluded Liabilities Closing (as defined below) (collectively, the “Assumed Liabilities”), including, without limitation, the following:.

Assumed Liabilities. Subject Pursuant to and on the terms and subject to the conditions set forth hereinof the Asset Purchase Agreement, Buyer shall assume the Purchaser hereby assumes and agree agrees to pay, perform and discharge or perform, when due any and all otherwise pursuant to their terms, the following liabilities and obligations of the Seller arising out of or relating to the Business or the Purchased Assets on or after the Closing, other than the Excluded Liabilities (collectively, the “"Assumed Liabilities”), including, without limitation, the following:"):

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due any and all liabilities and obligations of Seller relating to, arising out of or relating to the Business or the Purchased Assets on or after the Closing, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”), including, without limitation, the followingresulting from:

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due any and all liabilities and obligations of Seller arising out of or relating to the Business or the Purchased Assets on or after the Closing, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”), including, without limitation, the following:

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due any and all liabilities and obligations of Seller the Business arising out of or relating to the conduct of the Business or the Purchased Assets on or after the Closing, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”), including, without limitation, the following:

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due any and due, all liabilities and obligations of Seller arising out of or relating to the Business or the Purchased Assets before, on or after the Closing, other than the Excluded Liabilities Closing (collectively, the “"Assumed Liabilities”"). Without limiting the generality of the foregoing, including, without limitation, the Assumed Liabilities shall include the following:

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due any and all only the following liabilities and obligations of Seller to the extent arising out of or relating to the Business or the Purchased Assets on or after the Closing, other than the Excluded Liabilities Closing (collectively, the “Assumed Liabilities”), including, without limitation, the following:):

Assumed Liabilities. Subject to (a) On the terms and subject to the conditions set forth hereinin this Agreement, Buyer shall assume and agree agrees to assume, pay, perform and discharge when due any and all liabilities and obligations liabilities, obligations, damages, losses, debts, claims, demands, judgments or settlements of any nature or kind (collectively, “Liabilities ”) of Seller arising out of or relating to the Business or and the Purchased Assets on or after the Closing, other than the Excluded Liabilities (collectively, the “Assumed LiabilitiesLiabilities ”). Without in any way limiting the generality of the foregoing, including, without limitation, the Assumed Liabilities shall include the following:

Assumed Liabilities. Subject Buyer shall assume, satisfy, perform, pay and discharge the Assumed Liabilities in accordance with their respective terms and subject to the terms respective conditions thereof, when and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due any and all liabilities and obligations of Seller arising out of or relating to the Business or the Purchased Assets on or after the Closing, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”), including, without limitation, the following:as due.

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer Purchaser shall assume and agree to pay, perform and discharge when due any and all liabilities and obligations Liabilities of Seller and its Affiliates arising out of or relating to the Business or the Purchased Assets on or to the extent arising after the Closing, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”), including, without limitation, including the following:

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due all of the following liabilities, obligations and commitments of any and all liabilities and obligations of Seller (and, to the extent expressly set forth in Section 2.3(d), such Seller’s Affiliates) accruing, arising out of or relating to the ownership and operation of the Business or the Purchased Assets on at, prior to or after the Closing, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”), including, without limitation, the following:):

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume pursuant to the Assignment and Assumption Agreement and Xxxx of Sale and agree to pay, perform and discharge when due any and all solely the following liabilities and obligations of Seller arising out of or relating to the Business or the Purchased Assets on or after the ClosingEffective Time, other than the Excluded Liabilities (collectively, the “"Assumed Liabilities”), including, without limitation, the following:"):

Assumed Liabilities. Subject to the terms and conditions set forth herein, at the Closing, Buyer shall assume and agree to pay, perform and discharge when due any the following, and all only the following, liabilities and obligations of Seller arising out of or relating to the Business or the Purchased Assets on or after the Closing, other than the Excluded Liabilities (collectively, the “"Assumed Liabilities”), including, without limitation, the following:"):

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due any (i) all liabilities included in the calculation of Closing Adjusted Working Capital as finally determined, and all (ii) the following liabilities and obligations of Seller arising out of or relating to the ownership or operation of the Business or the Purchased Assets on or after the ClosingAssets, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”), including, without limitation, the following:):

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due any and all liabilities and obligations Liabilities of Seller arising out of or relating to the Business or the Purchased Assets on prior to, at or after the ClosingClosing Date, other than the Excluded Liabilities (collectively, the “"Assumed Liabilities”"), including, without limitation, the following:

Assumed Liabilities. Subject to the terms and conditions set forth herein, Sellers shall assign to Buyer and Buyer shall assume from Sellers and agree to pay, perform and discharge when due any and all liabilities and obligations each of Seller arising out of or relating to the Business or the Purchased Assets on or after the Closing, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”), including, without limitation, . Assumed Liabilities shall mean solely the following:

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due any and all liabilities the following (and obligations only the following) Liabilities of Seller arising out of or relating to the Business or the Purchased Assets on or after the Closing, other than but specifically excluding the Excluded Liabilities (collectively, the “Assumed Liabilities”), including, without limitation, the following:):

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due any and all the following liabilities and obligations of Seller Seller, in each case arising out of or relating to the Business or the Purchased Assets on or after the Closing, other than the Closing and excluding any and all Excluded Liabilities Liabilities: (collectively, the “Assumed Liabilities”), including, without limitation, the following:):

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due any and all liabilities and obligations of Seller arising out of or relating to the Business or the Purchased Assets on or after the Closing, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”), including, without limitation, the following:

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due any and all liabilities Liabilities and obligations of Seller arising out of or relating to Buyer’s ownership and operation of the Business or and the Purchased Assets on or after the ClosingClosing Date, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”), including, without limitation, the following:

Assumed Liabilities. Subject to the terms and conditions set forth hereinherein and conditional on Closing, Buyer Purchaser shall assume and agree to pay, perform and discharge when due any and all liabilities and obligations of Seller Vendor arising out of or relating to the Business or the Purchased Assets on or after the ClosingClosing Time, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”), including, without limitation, the following:

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due any and all liabilities and obligations of Seller arising out of or relating to the Business or the Purchased Assets on or after the Closing, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”), including, without limitation, including the following:

Assumed Liabilities. Subject to the terms and conditions set forth herein, at the Closing, Buyer shall assume and agree to pay, perform and discharge when due any and all liabilities and obligations of Seller arising out of or relating to the Business or the Purchased Assets on or after the Closing, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”). For the avoidance of doubt, including, without limitation, the Assumed Liabilities shall include the following:

Assumed Liabilities. Subject to (a) On the terms and subject to the conditions set forth hereinin this Agreement, Buyer shall assume and agree agrees to assume, pay, perform and discharge when due any and all liabilities and obligations liabilities, obligations, damages, losses, debts, claims, demands, judgments or settlements of any nature or kind (collectively, “Liabilities”) of Seller arising out of or relating to the Business or and the Purchased Assets on or after the Closing, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”). Without in any way limiting the generality of the foregoing, including, without limitation, the Assumed Liabilities shall include the following:

Assumed Liabilities. Subject to the terms and conditions set forth herein, at the Closing, Buyer shall assume and agree to shall pay, perform and discharge when due any and all liabilities and obligations Liabilities of Seller arising out of or relating Seller, in each case, to the extent related to the Business or the Purchased Assets on (whether arising before or after the Closing), in each case, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”), including, without limitation, including the following:

Assumed Liabilities. Subject to On the terms and subject to the conditions set forth herein, Buyer shall assume from and agree to pay, perform and discharge when due any and all liabilities and obligations of Seller arising out of or relating to the Business or the Purchased Assets on or after the Closing, other than the Excluded Buyers shall assume and satisfy or perform all of the Liabilities of the Seller Parties that relate directly or indirectly to, in respect of, or otherwise arising from the ownership, use or operation of the Acquired Assets (collectively, the “Assumed Liabilities”), including, without limitation, the followingfollowing Liabilities:

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer and Recruiter shall assume and agree to pay, perform and discharge when due any and all liabilities the following (and obligations only the following) Liabilities of Seller arising out of or relating to the Business or the Purchased Assets on or after the Closing, other than but specifically excluding the Excluded Liabilities (collectively, the “Assumed Liabilities”), including, without limitation, the following:):

Assumed Liabilities. Subject to At the terms and conditions set forth hereinClosing, Buyer or in the case of the Assumed Contracts, as specified in Section 1.10, the Purchaser shall assume and agree to in due course pay, discharge, perform and discharge when due any and all or otherwise fully satisfy the following liabilities and obligations of Seller the Sellers arising out of or of, relating to or otherwise in respect of the Business or the Purchased Transferred Assets on or after the Closing, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”), including, without limitation, the following:):

Assumed Liabilities. (a) Subject to the terms and conditions set forth herein, including Section 1.03(b), at the Closing, Buyer shall assume and agree to pay, perform perform, and discharge when due any and all liabilities and obligations Liabilities of Seller arising out out, of or relating to the Business or to, ownership of the Purchased Assets or operation of the Business on or after the Closing, other than the Excluded Liabilities Closing (collectively, the “Assumed Liabilities”), including, without limitationbut not limited to, the following:

Assumed Liabilities. Subject to the terms and conditions set forth herein, at the Closing, Buyer shall assume and agree to pay, perform and discharge when due any and all liabilities and obligations of Seller arising out of or relating to the Business or the Purchased Assets on or after the Closing, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”), including, without limitation, including the following:

Assumed Liabilities. Subject to On the terms and subject to the conditions set forth herein, Buyer shall assume assume, accept and agree to pay, perform and discharge when due any and all liabilities and obligations of Seller arising out of or relating to the Business or the Purchased Assets on or after the Closing, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”), including, without limitation, including the following:

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due any and all liabilities and obligations of Seller arising out of or relating to the Business or Equipment that arise after Buyer takes possession of the Purchased Assets on or after the Closing, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”), including, without limitation, the following:Equipment pursuant to Section 2.03.

Assumed Liabilities. Subject (a) Except for the Retained Liabilities for which the Seller shall have responsibility to the terms perform and conditions set forth hereindischarge when due and in accordance therewith shall hold Buyer harmless from, from and after Closing, Buyer shall assume hereby assumes and agree agrees to pay, perform and discharge when due any and all liabilities and obligations of Seller Liabilities arising out of or relating to Purchased Assets and the operation of the Business or the Purchased Assets with respect to periods on or after the Closing, other than the Excluded Liabilities Closing (collectively, the “Assumed Liabilities”), including, without limitation, including the following: