Common use of Assignment of Liabilities Clause in Contracts

Assignment of Liabilities. 3.1 Liabilities to be Paid Off at Closing or Assumed by Purchaser. --------------------------------------------------------------------- A. At the Closing, Purchaser shall assume and pay off or discharge (or pay to Seller, who will discharge) when due (and secure the release of Seller and Member from any and all personal liability or guaranty with respect to such obligation), the following: (i) Sellers obligation to FirstMerit Bank, N.A. under a credit facility, the outstanding amount of which on July 31, 2002 is Two Hundred Thirty-Five Thousand Dollars ($235,000.00), plus accrued interest, and as of the Closing Date is $235,397.61, which is collateralized by a security interest in Sellers assets; (ii) All of the trade accounts payable of the Seller relating to the Business incurred in the ordinary course of business consistent with Sellers prior practices, the outstanding amount of which is $4,670.75 on July 31, 2002, and as may be incurred, increased or decreased since July 31, 2002 to the Pro Forma Balance Sheet for operations in the ordinary course of business or any other transaction provided by this Agreement, and subject to the satisfaction of the Net Asset Amount requirement set forth in Section 4.1(d) as of the Closing Date. (iii) All of the obligations and liabilities of Seller arising after the Closing under the contracts described in Section 2.2 and the Leases described in Section 2.4. The Assumed Liabilities to be paid off as set forth in Section 3.1 A. (i)-(ii), as may be incurred, increased or decreased since the July 31, 2002 Pro Forma Balance Sheet to the Pro Forma Balance Sheet for operations in the ordinary course of business or any other transaction permitted by this Agreement, and subject to the satisfaction of the Net Asset Amount requirement set forth in Section 4.1(d) as of the Closing Date. It is intent of the parties that Purchaser shall pay off at Closing, or assume and pay off or discharge when due, all obligations of Seller set forth in Section 3.1.A above for which the Member has personal liability and Purchaser agrees to use its best efforts to secure the release of such Member from such liability after the Closing if such releases are not secured prior to Closing. B. Purchaser shall pay to Seller at Closing, the sum of Twenty-Four Thousand Three Hundred Five Dollars and Fifty-Seven Cents ($24,305.57), which represents the amount of Seller's accrued payroll and taxes and accrued travel and entertainment expenses as of August 30, 2002. Seller, upon receipt, agrees to use such funds to pay off such accrued expenses.

Assignment of Liabilities. 3.1 Liabilities to be Paid Off at Closing or Assumed by PurchaserPurchaser No. ---------------------------------------------------------------------1. ----------------------------------------------------------------------- A. At the Closing, Purchaser No. 1 shall assume and pay off or discharge (or pay to Seller, who will discharge) when due (and secure the release of Seller and Member any Shareholder from any and all personal liability or guaranty with respect to such obligation), the following: (i) Sellers obligation to FirstMerit Bank, N.A. SAI (whose obligation is to AT&T - Finova) under a floor plan credit facility, the outstanding amount of which on July the March 31, 2002 1999 Pro Forma Balance Sheet No. 1 is Two Hundred Thirty-Five Thousand Dollars ($235,000.00), plus accrued interest, 522,731.86 and as of the Closing Date is $235,397.61227,585.40, which is collateralized by a security interest in Sellers SAIs assets; (ii) All of the trade accounts payable of the Seller relating Sellers obligation to SAI (whose obligation is to the Business incurred in the ordinary course Bank of business consistent with Sellers prior practicesCanton) under a term financing line, the outstanding amount of which is $4,670.75 on July the March 31, 2002, and as may be incurred, increased or decreased since July 31, 2002 to the 1999 Pro Forma Balance Sheet for operations in the ordinary course of business or any other transaction provided by this Agreement, No. 1 is $0.00 and subject to the satisfaction of the Net Asset Amount requirement set forth in Section 4.1(d) as of the Closing Date., is $138,581.91, which is collateralized by a security interest in certain of SAIs assets; (iii) All Sellers obligation to GMAC on a vehicle being transferred to Purchaser No. 1, the outstanding amount of which on the March 31, 1999 Pro Forma Balance Sheet is $12,052.93 and as of the obligations and liabilities of Seller arising after the Closing under the contracts described Date, is $11,729.69, which is collateralized by a security interest in Section 2.2 and the Leases described in Section 2.4said vehicle. The Assumed Liabilities to be paid off as set forth in Section Sections 3.1 A. (i)-(iii), (ii) and (iii), as may be incurred, increased or decreased since the July March 31, 2002 1999 Pro Forma Balance Sheet No. 1 to the Pro Forma Balance Sheet No. 1 for operations in the ordinary course of business or any other transaction permitted by this Agreement, and subject to the satisfaction of the Net Asset Amount No. 1 requirement set forth in Section 4.1(d) as of the Closing Date. It is intent of the parties that Purchaser No. 1 shall pay off at Closing, or assume and pay off or discharge when due, all obligations of Seller set forth in Section 3.1.A 3.1 A above for which the Member any Shareholder has personal liability and Purchaser No. 1 agrees to use its best efforts to secure the release of such Member any Shareholder from such liability after the Closing if such releases are not secured prior to Closing. B. Purchaser shall pay All of the trade accounts payable of the Seller relating to Seller at ClosingBusiness No. 1 incurred in the ordinary course of business consistent with Sellers prior practices, the sum of Twenty-Four Thousand Three Hundred Five Dollars and Fifty-Seven Cents ($24,305.57), which represents the outstanding amount of Seller's accrued payroll which is $334,937.90 on the March 31, 1999 Pro Forma Balance Sheet No. 1, and taxes as may be incurred, increased or decreased since the March 31, 1999 Balance Sheet No. 1 to the Pro Forma Balance Sheet No. 1for operations in the ordinary course of business or any other transaction provided by this Agreement, and accrued travel and entertainment expenses subject to the satisfaction of the Net Asset Amount No. 1 requirement set forth in Section 4.1(d) as of August 30, 2002. Seller, upon receipt, agrees to use such funds to pay off such accrued expensesthe Closing Date.