Common use of Assumed Contracts, Leases and Liabilities Clause in Contracts

Assumed Contracts, Leases and Liabilities. (1) At Closing, Buyer will assume and agree to pay or perform, as the case may be, only (a) Two Million Seven Hundred Fifty Thousand and No/100 Dollars ($2,750,000.00) of those obligations existing at February 1, 1998, constituting working capital liabilities incurred in the ordinary course of business which Buyer expressly elects to assume, as specifically set forth on Exhibit 1.3(a) attached hereto, (b) those obligations constituting working capital liabilities incurred in the ordinary course of business on and after the Effective Date (as such term is defined in paragraph 1.5), including indebtedness for borrowed money incurred to purchase Inventory in an amount not to exceed that set forth on Exhibit 1.3(b) hereto, but excluding all other long-term and interest bearing debt and other than obligations and costs associated with the "Sellers Plans" described in paragraph 3.13, and (c) those obligations arising on and after the Effective Date under those Contracts (as such term is defined in paragraph 3.9) which Buyer expressly elects to assume (collectively, the "Assumed Liabilities"). (2) Except for the Assumed Liabilities, it is expressly agreed and understood by each of the parties to this Agreement that Buyer does not assume, and will not be liable for, any debt, liability or obligation of Sellers or Shareholders of any type or description whatsoever, whether related or unrelated to the Assets, the Business or the transactions contemplated under this Agreement and that Sellers and/or Shareholders will remain liable and responsible for the payment or performance, as the case may be, of all debts, liabilities, obligations, contracts, leases, notes payable, accounts payable, commitments, agreements, suits, claims, indemnities, mortgages, taxes, contingent liabilities and other obligations of Sellers and/or Shareholders including, without limitation, any and all investment tax credit recapture, depreciation recapture, recapture or prior period adjustments under Medicare, Medicaid and Blue Cross, all impositions of income tax and other taxes; all employee wages, salaries and benefits including, without limitation, COBRA and WARN obligations, accrued vacation and sick pay not expressly assumed by

Assumed Contracts, Leases and Liabilities. (1) At Closing, Buyer will assume and agree to pay or perform, as the case may be, only (a) Two Million Seven Hundred Fifty Thousand and No/100 Dollars ($2,750,000.00) of those obligations existing at February 1, 1998, constituting working capital liabilities incurred in the ordinary course of business business, which Buyer expressly elects to assume, assume as specifically set forth on Exhibit 1.3(a) 1.4 attached hereto, and (b) those obligations constituting working capital liabilities incurred in the ordinary course of business on and after the Effective Date (as such term is defined in paragraph 1.5), including indebtedness for borrowed money incurred to purchase Inventory in an amount not to exceed that set forth on Exhibit 1.3(b) hereto, but excluding all other long-term and interest bearing debt and other than obligations and costs associated with the "Sellers Plans" described in paragraph 3.13, and (c) those obligations arising on and after the Effective Date Closing under those Leases and Contracts (as such term is defined in paragraph 3.9herein) which Buyer expressly elects to assume (collectively, the "Assumed Liabilities"). (2) Except for the Assumed Liabilities, it is expressly agreed and understood by each of the parties to this Agreement that Buyer does not assume, and will shall not be liable for, any debt, liability or obligation of Sellers or Shareholders Owners of any type or description whatsoever, whether related or unrelated to the Assets, the Business or the transactions contemplated under within this Agreement and that Sellers and/or Shareholders will and Owners shall remain liable and responsible for the payment or performanceperformance of, as the case may berespectively, each of all their own debts, liabilities, obligations, contracts, leases, notes payable, accounts payable, commitments, agreements, suits, claims, indemnities, mortgages, taxes, contingent liabilities and other obligations of Sellers and/or Shareholders including, without limitation, any and all investment tax credit recapture, depreciation recapture, recapture or prior period adjustments under Medicare, Medicaid and Blue CrossMedicaid, all impositions of income tax and other taxes; , all employee wages, salaries and benefits including, without limitation, COBRA and WARN obligationsobligations (as defined herein), accrued vacation and sick pay not expressly assumed byby Buyer pursuant to Section 1.4(1), and other accrued employee benefits including rights of Sellers' retirees to participate in Sellers' medical plans.

Assumed Contracts, Leases and Liabilities. (1) At Closing, Buyer will assume and agree to pay or perform, as the case may be, only (a) Two those obligations consisting of current trade accounts payable up to One Million Seven Hundred Fifty Thousand and No/100 Dollars ($2,750,000.001,000,000.00) of those obligations existing at February 1, 1998, constituting that constitute current working capital liabilities incurred in the ordinary course of business business, exclusive of long-term and interest bearing debt, which Buyer expressly elects to assume, assume as specifically set forth on Exhibit 1.3(a) 1.3 attached hereto, and (b) those obligations constituting working capital liabilities incurred in the ordinary course of business on and arising after the Effective Date (as such term is defined in paragraph 1.5), including indebtedness for borrowed money incurred to purchase Inventory in an amount not to exceed that set forth on Exhibit 1.3(b) hereto, but excluding all other long-term and interest bearing debt and other than obligations and costs associated with the "Sellers Plans" described in paragraph 3.13, and (c) those obligations arising on and after the Effective Date Closing under those Leases and Contracts (as such term is defined in paragraph 3.94.11) which that Buyer expressly elects to assume (collectively, the "Assumed Liabilities"). (2) Except for the Assumed Liabilities, it is expressly agreed and understood by each of the parties to this Agreement that Buyer does not assume, and will shall not be liable for, any debt, liability or obligation of Sellers Seller or Shareholders Shareholders, of any type or description whatsoever, whether related or unrelated to the Assets, the Business or the transactions contemplated under within this Agreement and that Sellers Seller and/or Shareholders will shall remain liable and responsible for the payment or performance, as the case may be, of all debts, liabilities, obligations, contracts, leases, notes payable, accounts payable, commitments, agreements, suits, claims, indemnities, mortgages, taxes, contingent liabilities and other obligations of Sellers Seller and/or Shareholders including, without limitation, any and all investment tax credit recapture, depreciation recapture, recapture or prior period adjustments under Medicare, Medicaid and Blue Cross, all impositions of income tax and other taxes including, without limitation, payroll-related taxes; all employee wages, salaries and benefits including, without limitation, COBRA and WARN obligationsobligations and other (1) (a) in excess of, accrued vacation and sick pay not expressly assumed byin the aggregate, an amount equal to One Million Dollars ($1,000,000.00) (the "Assumed Liabilities Cap").

Assumed Contracts, Leases and Liabilities. (1) At Closing, Buyer will assume and agree to pay or perform, as the case may be, only (a) Two Million Seven Hundred Fifty Thousand and No/100 Dollars ($2,750,000.00) of those obligations existing at February 1, 1998, constituting consisting of current trade accounts payable and accrued expenses which constitute current working capital liabilities incurred in the ordinary course of business which business, exclusive of long-term and interest bearing debt, that Buyer expressly elects to assume, assume as specifically set forth on Exhibit 1.3(a) 1.3 attached hereto, and (b) those obligations constituting working capital liabilities incurred in the ordinary course of business on and arising after the Effective Date (as such term is defined in paragraph 1.5), including indebtedness for borrowed money incurred to purchase Inventory in an amount not to exceed that set forth on Exhibit 1.3(b) hereto, but excluding all other long-term and interest bearing debt and other than obligations and costs associated with the "Sellers Plans" described in paragraph 3.13, and (c) those obligations arising on and after the Effective Date Closing under those Leases and Contracts (as such term is defined in paragraph 3.94.11) which Buyer expressly elects to assume (collectively, the "Assumed Liabilities"). (2) Except for the Assumed Liabilities, it is expressly agreed and understood by each of the parties to this Agreement that Buyer does not assume, and will shall not be liable for, any debt, liability or obligation of Sellers Seller or Shareholders any Shareholder, of any type or description whatsoever, whether related or unrelated to the Assets, the Business or the transactions contemplated under within this Agreement and that Sellers Seller and/or Shareholders will any Shareholder shall remain liable and responsible for the payment or performance, as the case may be, of all debts, liabilities, obligations, contracts, leases, notes payable, accounts payable, commitments, agreements, suits, claims, indemnities, mortgages, taxes, contingent liabilities and other obligations of Sellers Seller and/or Shareholders any Shareholder including, without limitation, any and all investment tax credit recapture, depreciation recapture, recapture or prior period adjustments under Medicare, Medicaid and Blue Cross, all impositions of income tax and other taxes, including, without limitation, payroll related taxes; all employee wages, salaries and benefits including, without limitation, COBRA and WARN obligations, sick pay and accrued vacation and sick pay not expressly assumed byby Buyer pursuant to this paragraph, and other accrued employee benefits including rights of Seller's retirees to participate in Seller's medical plans. Seller and Shareholders agree, jointly and severally, to indemnify and hold Buyer harmless, from and against any and all claims of Seller's employees relating to their employment by Seller through Closing and such termination, whenever made. Notwithstanding any statement contained in this Agreement or otherwise seemingly to the contrary, Buyer shall not be obligated to assume liabilities in excess of, in the aggregate, an amount equal to One Million Four Hundred Seventy Seven Thousand Dollars ($1,477,000.00) (the "Assumed Liabilities Cap").

Assumed Contracts, Leases and Liabilities. (1) At Closing, Buyer will assume and agree to pay or perform, as the case may be, only (a) Two Million Seven Hundred Fifty Thousand and No/100 Dollars ($2,750,000.00) of those obligations existing at February 1, 1998, constituting consisting of current trade accounts payable and accrued expenses which constitute current working capital liabilities incurred in the ordinary course of business business, exclusive of long-term and interest bearing debt, which Buyer expressly elects to assume, assume as specifically set forth on Exhibit 1.3(a) 1.3 attached hereto, and (b) those obligations constituting working capital liabilities incurred in the ordinary course of business on and arising after the Effective Date (as such term is defined in paragraph 1.5), including indebtedness for borrowed money incurred to purchase Inventory in an amount not to exceed that set forth on Exhibit 1.3(b) hereto, but excluding all other long-term and interest bearing debt and other than obligations and costs associated with the "Sellers Plans" described in paragraph 3.13, and (c) those obligations arising on and after the Effective Date Closing under those Leases and Contracts (as such term is defined in paragraph 3.94.11) which Buyer expressly elects to assume (collectively, the "Assumed Liabilities"). (2) Except for the Assumed Liabilities, it is expressly agreed and understood by each of the parties to this Agreement that Buyer does not assume, and will shall not be liable for, any debt, liability or obligation of Sellers Seller or Shareholders General Partner, of any type or description whatsoever, whether related or unrelated to the Assets, the Business or the transactions contemplated under within this Agreement and that Sellers Seller and/or Shareholders will General Partner shall remain liable and responsible for the payment or performance, as the case may be, of all debts, liabilities, obligations, contracts, leases, notes payable, accounts payable, commitments, agreements, suits, claims, indemnities, mortgages, taxes, contingent liabilities and other obligations of Sellers Seller and/or Shareholders General Partner including, without limitation, any and all investment tax credit recapture, depreciation recapture, recapture or prior period adjustments under Medicare, Medicaid and Blue Cross, all impositions of income tax and other taxes, including, without limitation, payroll related taxes; all employee wages, salaries and benefits including, without limitation, COBRA and WARN obligations, sick pay and accrued vacation and sick pay not expressly assumed byby Buyer pursuant to this paragraph, and other accrued employee benefits including rights of Seller's retirees to participate in Seller's medical plans. Notwithstanding any statement contained in this Agreement or otherwise seemingly to the contrary, Buyer shall not be obligated to assume liabilities in excess of, in the aggregate, an amount equal to One Million Dollars ($1,000,000) (the "Assumed Liabilities Cap").