Common use of Assumption by Purchaser Clause in Contracts

Assumption by Purchaser. The Purchaser shall, by appropriate instruments to be executed and delivered at the Closing, assume and agree to perform, pay or discharge, to the extent not theretofore performed, paid or discharged, Seller's liabilities, obligations, debts, contracts or other commitments of any kind whatsoever, known or unknown, fixed or contingent, as the same shall exist on the Closing Date (hereinafter collectively called the "Assumed Liabilities"); provided, however, that it is expressly agreed that the Assumed Liabilities shall not include, and Purchaser shall not be obligated to assume or become liable for, any of Seller's liabilities or obligations, known or unknown, fixed or contingent, now existing or hereafter arising, which shall arise out of or relate to: (i) any liability or obligation of Seller to Discovery Laboratories, Inc. ("Discovery") arising out of any agreement between Discovery and Seller or out of any transactions contemplated by that certain letter of intent dated February 21, 1997, between Discovery and Seller ("Discovery Letter of Intent"); (ii) any liability or obligation of Seller to AR Baron arising out of any agreement between AR Baron and Seller; (iii) any liability or obligation of Seller under Seller's stock options, warrants, agreements to issue stock options and warrants, and any other securities or instruments convertible into securities except for the Seller Convertible Notes; or (iv) any agreement designated on Schedule 6.8 (a) as not being assumed by Access.