Assumed Liabilities
Legal Definition: As of the Closing Date, Purchaser will assume only the following Liabilities, commitments and obligations of Seller and will not be responsible or liable for any other Liabilities or obligations of Seller or the Business (collectively, the “Assumed Liabilities”): (i) any Liabilities under the Assumed Contracts arising or to be paid or performed after the Closing Date (other than to the extent that any such Liability results from any breach of or default under an Assumed Contract by Seller occurring prior to the Closing Date, whether claimed or alleged before or after the Closing Date); (ii) the Indebtedness, but only to the extent and in the amount that is reflected in the Closing Working Capital (as finally determined and set forth in the Final Closing Statement); and (iii) those additional current Liabilities expressly included in the Closing Working Capital (as finally determined and set forth in the Final Closing Statement) but only to the extent of the amount of such Liability set forth therein. Notwithstanding the foregoing, Purchaser shall not assume any Liability (or portion thereof) to the extent arising from any violation of Law, or from a Proceeding or Order occurring prior to the Closing Date.
Plain English Definition: Asset acquisitions aren’t strictly limited to assets; certain liabilities will also be transferred to (i.e. “assumed by”) the Buyer as part of the sale. Typically, the list of Assumed Liabilities is short and does not include any Liabilities not specifically mentioned in the list.