Assumed liabilities

37 distinct versions of this provision, from purchase and merger agreements filed with the SEC. Below are 12, each quoted exactly as drafted, each linked to the filing it came from. No two are from the same company.

1. 01

   Assumed Liabilities

   Buyer shall assume and agree to pay, perform and discharge when due any and all of Seller’s liabilities and obligations, whether accrued, absolute, contingent or otherwise including, without limitation, liability or obligation with respect to (collectively, the “ Assumed Liabilities ”): (a) all Liabilities arising out of or relating to the ownership or operation of the Business and the Assets prior to the Closing, including, but not limited to (i) any claim for injury to persons or property; (ii) any employees, agents, independent contractors or creditors of the Seller or under any plan or arrangement with respect thereto and for wages, salaries, bonuses, commissions, sick pay, vacation or holiday pay, overtime or other benefits; (iii) any tax, assessment or other governmental imposition of any type or description, including, without limitation, any income or excess profits taxes or local income, sales, use, excise, value added, ad valorem or franchise taxes, together with any interest, assessments and penalties thereon; (iv) any violation by the Seller of any requirement of law prior to the Closing Date; and (v) any litigation or other legal proceedings, claims or investigations related to the Seller or the Business. (b) For purposes of this Agreement, “ Liabilities ” means liabilities, obligations or commitments of any nature whatsoever, whether asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise. (c) For purposes of this Agreement, “ Tax(es) ” means any federal, state, local or foreign tax, charge, fee, levy, custom, duty, deficiency, or other assessment of any kind or nature imposed by any Taxing Authority (including any income (net or gross), gross receipts, profits, windfall profit, sales, use, goods and services, ad valorem, franchise, license, withholding, employment, social security, workers compensation, unemployment compensation, employment, payroll, transfer, excise, import, real property, personal property, intangible property, occupancy, recording, minimum, alternative minimum, environmental or estimated tax), including any liability therefor as a transferee (including under Section 6901 of the Code or similar provision of applicable Law) or successor, as a result of Treasury Regulation Section 1.1502-6 or similar provision of applicable Law or as a result of any Tax sharing, […]

   Bitech Technologies Corp (BTTC) (CIK 0001066764) · filed 2024-11-26 · read the filing · this wording recurs in 10 agreements we hold

2. 02

   Assumed Liabilities

   In connection with the purchase and sale of the Purchased Assets, and simultaneously with the sale, assignment, transfer, conveyance and delivery to Buyer, as applicable, of the Purchased Assets, at the Closing, Buyer shall assume and pay, discharge and perform, as and when due only the Liabilities of Seller that arise on or after Closing under each Assumed Contract (collectively, the “ Assumed Liabilities ”)

   CLEANSPARK, INC. (CLSK) (CIK 0000827876) · filed 2024-06-20 · read the filing · this wording recurs in 6 agreements we hold

3. 03

   Assumption of Liabilities

   Buyer will not assume any of the obligations, liabilities or indebtedness of Seller or the Business of any nature whatsoever, whether or not reflected on any financial statements or records of Seller or the Business, except as set forth on Exhibit B (the “ Assumed Liabilities ”). EXCEPT FOR THE ASSUMED LIABILITIES EXPRESSLY SET FORTH HEREIN, BUYER DOES NOT AND SHALL NOT ASSUME, AND SPECIFICALLY DISCLAIMS, ALL OBLIGATIONS AND LIABILITIES OF SELLER OR ITS AFFILIATES OF ANY KIND, CHARACTER OR DESCRIPTION (INCLUDING ALL EXCLUDED TAXES AND ANY OBLIGATION OR LIABILITY ARISING UNDER ANY AGREEMENT BETWEEN SELLER OR ITS AFFILIATES AND ANY THIRD PARTY), WHETHER ACCRUED, ABSOLUTE, CONTINGENT OR OTHERWISE (THE “ EXCLUDED LIABILITIES ”), AND SELLER AND ITS AFFILIATES SHALL RETAIN AND HEREBY SPECIFICALLY AGREES TO PAY, PERFORM AND DISCHARGE WHEN DUE ALL SUCH EXCLUDED LIABILITIES. FOR PURPOSES OF CLARITY, THE EXCLUDED LIABILITIES SHALL INCLUDE WITHOUT LIMITATION ANY LIABILITIES OR OBLIGATIONS ARISING FROM OR RELATED TO (1) ANY BREACH OF, DEFAULT UNDER, NON-COMPLIANCE WITH RESPECT TO, PERFORMANCE OF OR FAILURE TO PERFORM UNDER, ANY ASSIGNED CONTRACT THAT OCCURRED ON OR BEFORE OR THAT RELATES TO ANY PERIOD PRIOR TO THE CLOSING, OR (2) ANY EVENT, CIRCUMSTANCE, OR CONDITION OCCURRING OR EXISTING ON OR PRIOR TO THE CLOSING THAT, WITH NOTICE OR LAPSE OF TIME, WOULD CONSTITUTE OR RESULT IN A BREACH OF ANY ASSIGNED CONTRACT. 1 Article II Consideration Payable by Buyer 2.1 Purchase Price . The consideration payable by Buyer for the Acquired Assets and for the other covenants and agreements of Seller hereunder will be (i) payments equal to $3,025,000 (according to the payment schedule set forth below), plus (ii) the value of the HoldCo Equity being transferred to Seller (the “ Purchase Price ”)

   HUMBL, INC. (HMBL) (CIK 0001119190) · filed 2024-12-11 · read the filing · this wording recurs in 3 agreements we hold

4. 04

   Transfer and Assumption of Assumed Liabilities

   Upon the terms and subject to the conditions of this Agreement, concurrently with the purchase of the Purchased Assets at the Closing, the Seller shall convey, assign and transfer to the Buyer, and the Buyer shall assume and agree to pay, perform and discharge when due, all Liabilities of the Seller other than the Excluded Liabilities expressly set forth in Section 2.4 below (the “ Assumed Liabilities ”), including, for the avoidance of doubt, all Liabilities that may arise in connection with any of the following matters: (a) all Liabilities in respect of any Purchased Asset; (b) the employment or termination of employment or services of the Employees (including the N o-Of fer Employees), whether arising before, on or after the Closing Date, including any Liabilities under the WARN Act as set forth in Section 6.8(h) , but excluding Liabilities arising from severance payments to, or unpaid wages owed to, any Declining Employee; (c) without limiting the generality of Section 2.3(b) , those certain severance obligations set forth in Section 2.3(c) of the Disclosure Schedule, whether arising before, on or after the Closing Date; (d) the non-continuation of the service of any Employee (including the No-Offer Employees) resulting from any failure by the Buyer to offer employment pursuant to Section 6.8(a) ; (e) any Liabilities in respect of (i) Taxes of, or imposed on, the Seller for any taxable period (or portion thereof) ending on or prior to the Closing Date (determined, in the case of the pre-Closing portion of the taxable period in which the Closing occurs, on a closing of the books basis) with respect to the Business, any Transferred Subsidiary or any Purchased Asset (other than any Seller Taxes) and (ii) the portion of any Schedule 7.6(b) Taxes that are the responsibility of the Buyer pursuant to Section 7.6(b) hereof and Section 7.6(b) of the Disclosure Schedule; Annex A-3 Table of Contents (f) all Third Party Claims, including any Third Party Claims relating to the negotiation, execution, delivery or performance of this Agreement or any other Transaction Document or the consummation of any transaction contemplated by this Agreement or any other Transaction Document, but excluding any Excluded Third Party Claims (the “ Assumed Third Party Claims ”); and (g) up to $6,000,000 in incurred and unpaid costs or expenses of the Seller as of the Closing in connect […]

   ContextLogic Inc. (LOGC) (CIK 0001822250) · filed 2024-03-15 · read the filing · this wording recurs in 2 agreements we hold

5. 05

   Assumed Liabilities

   Subject to the terms and conditions set forth herein, the Purchaser shall assume and agree to pay, perform and discharge only the following Liabilities of the Sellers, in each case, to the extent arising out of or relating solely to the Purchased Assets and solely in respect of periods from and after the Closing, (such Liabilities, collectively, the “ Assumed Liabilities ”), and no other Liabilities: 2.3.1 all Liabilities arising under or relating to the Assigned Contracts solely in respect of periods from and after the Closing Date and that do not relate in any respect to pre-Closing periods nor arise from any failure to perform, improper performance, warranty or other breach, default or violation by the Sellers on or prior to Closing; 2.3.2 all current trade payables and accrued expenses payable to third parties in connection with the Business that are reflected in Closing Working Capital in the Final Adjustment Statement, as finally determined; and 2.3.3 all other Liabilities arising out of or relating to the Purchaser’s ownership, operation or use of the Purchased Assets or the conduct of the Business in respect of periods from and after the Closing Date solely to the extent such Liabilities actually arise out of or relate to the ownership, operation or use of the Purchased Assets or the conduct of the Business on or after the Closing Date; The assumption of the Assumed Liabilities by the Purchaser shall not enlarge any rights of third parties under Contracts with the Purchaser or the Sellers, and nothing herein shall prevent any Party from contesting any of the Assumed Liabilities in good faith with any third party

   American Virtual Cloud Technologies, Inc. (CIK 0001704760) · filed 2022-02-14 · read the filing · this wording recurs in 2 agreements we hold

6. 06

   Assumed Liabilities

   Subject to the terms and conditions of this Agreement, on and after the Closing Date, Cardurion shall assume and pay, perform and discharge the following Liabilities of Imara (the “ Assumed Liabilities ”): (a) all Liabilities resulting from the ownership, use, Control, operation or maintenance of the Purchased Assets and/or the Exploitation of any Licensed Products, by Cardurion to the extent that such Liability arises A-10 Table of Contents from any event, condition or circumstance first occurring after the Closing Date and not resulting from any breach by Imara of its obligations under this Agreement or the Ancillary Agreements; provided, that, the assumption of liabilities by Cardurion pursuant to this clause (a) shall be subject to and shall not limit, offset, or affect a claim (or the related recovery) by Cardurion (x) for a breach by Imara of Imara’s representations and warranties hereunder or (y) in respect of Excluded Liabilities; (b) all Liabilities arising under the Assigned Contracts after the Closing Date to the extent that such Liabilities are not attributable to any failure by Imara or any of its Affiliates to comply with the terms thereof prior to the Closing Date; and (c) all Taxes imposed on the Purchased Assets or that otherwise arise with respect to the use of the Purchased Assets, in each case, for any taxable period (or portion thereof) beginning after the Closing Date

   IMARA Inc. (ELVN) (CIK 0001672619) · filed 2022-09-23 · read the filing · this wording recurs in 2 agreements we hold

7. 07

   Assumed Liabilities

   On the Closing Date, Buyer shall execute and deliver to Seller the Assignment and Assumption Agreement pursuant to which Buyer shall assume and agree to pay, perform and discharge as and when due the Liabilities set forth on Schedule III , to the extent not paid prior to the Closing (collectively, the “ Assumed Liabilities ”). A-13 TABLE OF CONTENTS ​ ​ ​ ​ ​ ​ ​ ​ Section 2.4 Excluded Liabilities . Notwithstanding any provision herein to the contrary, Buyer shall not assume or be obligated to pay, perform or otherwise discharge, and Buyer shall not be the successor to Seller with respect to, any Liabilities, in each case, other than the Assumed Liabilities and the Parties acknowledge that, for the avoidance of doubt, the “Assumed Liabilities” do not include the Liabilities of Seller set forth on Schedule IV (all such Liabilities that Buyer is not assuming being referred to collectively as the “ Excluded Liabilities ”)

   Coherus BioSciences, Inc. (CHRS) (CIK 0001512762) · filed 2025-01-14 · read the filing · this wording recurs in 2 agreements we hold

8. 08

   Assumption of Liabilities

   On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser shall assume, effective as of the Closing, only the following Liabilities (the “ Assumed Liabilities ”): (a) Liabilities of the Company accruing under the Purchased Contracts with respect to the period from and after the Closing to the extent that such Liabilities do not relate to any breach or non-performance of the Company prior to the Closing; (b) the Gift Card Liabilities; and (c) any Liabilities arising out of and accruing in respect of the Purchaser’s ownership and operation of the Business on or after the Closing

   First Watch Restaurant Group, Inc. (FWRG) (CIK 0001789940) · filed 2024-01-08 · read the filing · this wording recurs in 2 agreements we hold

9. 09

   Assumption of Liabilities

   On and subject to the terms and conditions of this Agreement, Buyer agrees to assume and become responsible for the Assumed Liabilities as of the Closing. Buyer shall not assume or have any responsibility with respect to any Liability of Seller that is not an Assumed Liability. “ Assumed Liabilities ” means all obligations of Seller arising from and after Closing under the Contracts listed on Exhibit A

   MOBIVITY HOLDINGS CORP. (MFON) (CIK 0001447380) · filed 2024-11-26 · read the filing · this wording recurs in 2 agreements we hold

10. 10

    No Assumption of Liabilities or Obligations

    Notwithstanding anything to the contrary in this Agreement: (a) the Purchaser shall NOT assume any current or future liabilities or obligations of the Seller, the Special Shareholder, and/or the Shareholder, except for the Exceptions listed in Schedule 1.3. hereto; and, (b) nothing herein shall be construed as imposing any liability or obligation upon the Purchaser, other than as specifically and expressly provided for herein

    AMERINST INSURANCE GROUP LTD (CIK 0001065201) · filed 2023-09-26 · read the filing · this wording recurs in 2 agreements we hold

11. 11

    Assumption of Liabilities

    At Closing, Purchaser shall assume all (i) obligations which Purchaser expressly assumes under this Agreement, (ii) Advance Bookings, (iii) liabilities for which Purchaser receives a credit to the Purchase Price on the closing statement or pursuant to any post-closing adjustments, and (iv) obligations under Permitted Title Exceptions which accrue to the period from and after the Closing Date, or which accrue to the period prior to the Closing Date but only to the extent to which Purchaser receives a credit to the Purchase Price on the closing statement or pursuant to any post-closing adjustments (collectively, the “ Assumed Liabilities ”). The provisions of this Section 7.10 shall survive the Closing. ARTICLE VIII. GENERAL PROVISIONS 8.1. Fire or Other Casualty . Seller agrees to give Purchaser prompt notice of any fire or other casualty to the Property costing more than Twenty-Five Thousand Dollars ($25,000) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is damaged by fire or other casualty which is fully 35 46482347v.15 |US-DOCS\163655107.9|| insured (without regard to deductibles) and would cost not more than Five Hundred Thousand Dollars ($500,000) and require less than 120 days to repair, then neither party shall have the right to terminate its obligations under this Agreement to purchase or sell the Property by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance for the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000) or require more than 120 days to repair, then Purchaser may terminate its obligations under this Agreement to purchase the Property by written notice […]

    Braemar Hotels & Resorts Inc. (BHR, BHR-PB, BHR-PD) (CIK 0001574085) · filed 2025-11-07 · read the filing

12. 12

    Assumption of Liabilities

    Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following liabilities and obligations of Seller (collectively, the “ Assumed Liabilities ”): (a) the obligations of Seller under the Acquired Contracts that (i) arise after the Closing, (ii) relate to periods following the Closing, and (iii) are to be paid or performed at any time after the Closing; (b) the obligations and liabilities set forth on Section 1.3 of the Disclosure Schedule ; and (c) liabilities to the extent arising out of Buyer’s operation of the Business and use of the Acquired Assets after the Closing Date. In no event shall Buyer be responsible for or have assumed any liability of Seller relating to any breach, default or violation by Seller on or prior to the Closing, unless identified in Section 1.3 of the Disclosure Schedule . Asset Purchase Agreement – 2024 Human Bees, Inc. & ShiftPixy, Inc. Page 11 of 61 Section 1.4. Retained Liabilities. Other than as expressly set forth in Section 1.3 , Seller shall maintain sole responsibility for, and solely shall retain, pay, or perform any and all liabilities to the extent arising out of or relating to the operation of Seller’s Business prior to the Closing, including but not limited to (i) any breach or default by Seller under any Acquired Contract prior to the Closing; (ii) any liability of Seller related to any current or former company employees, officers, directors, independent contractors or consultants or existing human capital, such as temporary and assigned and contracted workers, including but not limited to any wage related claims for wages, accrued vacation, sick pay, back pay, leaves, etc., any employment practices claims, any claims relating to wrongful termination, whistleblower actions, employment law violations, harassment, injuries, death, employee benefits, etc.; (iii) any conduct or alleged conduct or negligence of any employee, agent or contractor of Seller occurring prior to Closing; (iv) any workers’ compensation program liabilities of Seller, including reserve, premium, deductibles and any and all other liabilities with respect to current or former workers’ compensation programs; (v) liabilities in respect of any of the Excluded Assets as well as any contracts that are not Acquired Contracts; (vi) liability for Taxes, including any Taxes arising as a res […]

    ShiftPixy, Inc. (PIXY) (CIK 0001675634) · filed 2024-06-27 · read the filing