Common use of Assumed and Excluded Liabilities Clause in Contracts

Assumed and Excluded Liabilities. Subject to the terms and conditions set forth herein, at the Closing, Purchaser shall assume from the Seller Parties, and thereafter pay, perform, or discharge in accordance with their terms, the liabilities set forth on Schedule 2.2. The liabilities to be assumed pursuant to the preceding sentence shall be referred to herein as the "Assumed Liabilities" and all other liabilities and Obligations of the Seller Parties shall be referred to herein as the "Excluded Liabilities." Notwithstanding anything contained in this Agreement to the contrary, Purchaser is not assuming or agreeing to pay, satisfy, discharge or perform, and shall not be deemed by virtue of the execution and delivery of this Agreement or any document delivered at the Closing pursuant to this Agreement, or as a result of the consummation of the transactions contemplated by this Agreement, to have assumed, or to have agreed to pay, satisfy, discharge or perform, any liability, Obligation or indebtedness of any Seller Party, whether primary or secondary, direct or indirect, other than the Assumed Liabilities. Seller Parties shall retain all of the Excluded Liabilities. Without limiting the foregoing, the Seller Parties shall be responsible for paying any and all Cure-Amounts necessary to assume and assign the Assigned Contracts and Leases to Purchaser.

Assumed and Excluded Liabilities. Subject In part consideration for the sale of the Purchased Assets, the Buyer, as of Closing and thereafter, shall assume and be liable for the following (collectively, the “Assumed Liabilities”): (a) The obligation to service the Accounts Receivable, excluding any debts, obligations or liabilities of the Company for the Accounts Receivable that arise or accrue prior to the terms Closing (which shall constitute Excluded Liabilities for purposes of this Agreement); and (b) The amounts due under the Acquired Contracts, excluding any debts, obligations or liabilities of the Company thereunder that arise or accrue prior to the Closing (which shall constitute Excluded Liabilities for purposes of this Agreement). Except for the Assumed Liabilities as provided in Section 2.1, anything else to the contrary notwithstanding, the Buyer does not assume and conditions set forth hereinshall in no event be liable for any liabilities, at debts, leases or obligations of the ClosingCompany whatsoever, Purchaser shall assume from whether to any employee, any Governmental Authority or to any other Person, whether in respect to the Seller PartiesBusiness, the Purchased Assets or otherwise, and thereafter pay, perform, or discharge in accordance with their terms, the liabilities set forth on Schedule 2.2. The liabilities to be assumed pursuant to the preceding sentence shall be referred to herein as the "Assumed Liabilities" and all other liabilities and Obligations of the Seller Parties shall be referred to herein as the "Excluded Liabilities." Notwithstanding anything contained in this Agreement to the contrary, Purchaser is Buyer does not assuming or agreeing to pay, satisfy, discharge or perform, assume and shall not be deemed by virtue of the execution and delivery of this Agreement or any document delivered at the Closing pursuant to this Agreement, or as a result of the consummation of the transactions contemplated by this Agreement, to have assumed, any Account Receivables, contract, tort, product liability or other claims, debts or liabilities relating to have agreed acts or events occurring prior to paythe Closing Date. All such other liabilities, satisfydebts, discharge leases, obligations of or perform, any liability, Obligation or indebtedness of any Seller Party, whether primary or secondary, direct or indirect, other than claims against the Assumed Liabilities. Seller Parties shall retain all of Company are hereinafter collectively referred to as the “Excluded Liabilities. Without limiting the foregoing, the Seller Parties shall be responsible for paying any and all Cure-Amounts necessary to assume and assign the Assigned Contracts and Leases to Purchaser.”