Assumption of Specified Liabilities Sample Clauses

Assumption of Specified Liabilities. Subject to the terms and conditions herein set forth, from and after the Closing, Purchaser shall assume and Purchaser shall pay, perform, and discharge, when due, only the following liabilities and obligations of Seller: (a) trade payables of Seller (other than any inter-company payables to Clinsite or its other Affiliates) reflected on Seller's Balance Sheet or incurred after the date of Seller's Balance Sheet in the Ordinary Course of Business (including quantity, frequency and payment and other terms of trade) ("Trade Payables"); (b) Seller's unearned revenues consisting of the obligation to complete Customers' Contracts; and (c) Seller's obligations arising under the Assigned Contracts. Purchaser shall not assume, pay, perform, or discharge any other liabilities or obligations, of Clinsite or Seller, including without limitation: (i) Seller's obligations to Personnel or to any organization that provides Personnel to Seller; (ii) Seller's obligations to commissioned representatives of Seller, except for commissions due for ongoing studies and included in the Assumed Liabilities; (iii) The fees and expenses of Counsel for Clinsite and Seller, provided SFBC and Purchaser acknowledge that such fees and expenses shall be paid in accordance with Section 3.02(a); and (iv) Any liabilities of Seller's Subsidiary. The liabilities and obligations to be assumed by Purchaser pursuant to the foregoing provisions of this Section 2.02 are referred to herein as the "Assumed Liabilities." Without limiting or otherwise affecting the foregoing provisions of this Section 2.02, and except as otherwise provided in this Agreement, all liabilities and obligations in respect of the conduct of the Business after the Closing or the ownership of the Acquired Assets after the Closing shall be the responsibility of, and shall be paid and discharged by, Purchaser.

Assumption of Specified Liabilities. Purchaser shall neither assume, nor discharge, nor be liable for any debts, liabilities or obligations of Seller of any kind whatsoever, except for the following specifically described liabilities (collectively, the "Assumed Liabilities"). All schedules shall be prepared as of November 30, 1999 and updated by ▇▇▇▇▇▇ as of the date of Closing, provided that the schedule on accounts payable at Closing shall not be considered inaccurate if it is within $40,000 of the correct amount in the aggregate, with any particular payable being correct within $4,000. 2.1 Payment for those accounts payable for ordered Inventory and supplies not delivered before the close of business on the Inventory Date which are specifically assumed by Purchaser pursuant to Section 4.2. 2.2 Debt to the State Bank and Trust Company of Defiance, Ohio (as set forth on Schedule D attached hereto and incorporated herein). 2.3 Accounts Payable (as set forth on Schedule E attached hereto and incorporated herein). 2.4 Accrued Liabilities (as set forth on Schedule F attached hereto and incorporated herein). 2.5 ▇▇▇▇▇▇▇ Note (as set forth on Schedule G attached hereto and incorporated herein). 2.6 Pension Liability (as set forth on Schedule H attached hereto and incorporated herein). 2.7 Reserve for Bad Debts and Unknown Liabilities (as set forth on Schedule I attached hereto and incorporated herein). 2.8 The personal property leases of the Company as set forth on Schedule J attached hereto and incorporated herein. 2.9 All obligations and liabilities relating to the termination of employees of Seller at its Defiance, Ohio locations, provided that Seller fully cooperates with Purchaser in connection with the timing, manner and means of providing notice of such termination, and the information required to make a determination regarding such termination, which, to the knowledge of Seller, are set forth on Schedule K. 2.10 The Severance Agreements dated December 24, 1998, by and between the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ (the "▇▇▇▇▇▇▇▇▇ Agreements"), which Severance Agreements became effective as of June 1, 1999, provided that the Severance Agreements with ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ are amended prior to Closing to include only for the continuation of health insurance and the deletion of the Noncompetition Agreement and the Separation Package.

Assumption of Specified Liabilities. 10 1.4 Non-Assumption of Certain Liabilities..............................11 1.5

Assumption of Specified Liabilities. Buyer shall assume, as of the Closing Date, and thereafter shall pay, perform, and discharge the Specified Liabilities, which shall include only the following:

Assumption of Specified Liabilities. 4 Section 2.1 Assumption of Assumed Liabilities............................4 Section 2.2 Excluded Liabilities.........................................4

Assumption of Specified Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer will assume only (a) the payment and performance obligations of the Business arising after the Closing Date under the Contracts, Premises Leases, Equipment/Vessel Leases, Licenses and Permits, and Environmental Permits that are effectively assigned to Buyer or as to which Buyer effectively has the benefits pursuant to Section 10.2, (b) Seller's obligation to redeliver to ExxonMobil the sulphur described in Section 2.1(n), (c) obligations pursuant to the arrangements identified on Schedule 2.1(f) item 23, and (d) obligations approved by Buyer in accordance with the following procedures: after April 1, 2002 Seller will communicate with ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ at (▇▇▇) ▇▇▇-▇▇▇▇, email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇, fax (▇▇▇) ▇▇▇-▇▇▇▇ to request Buyer's approval to incur any obligation prior to Closing in an amount equal to or greater than TWO THOUSAND FIVE HUNDRED AND 00/100 DOLLARS ($2500.00), which shall become due after Closing and shall incur only such obligations as are approved in writing by ▇▇. ▇▇▇▇▇▇ or his designee in his or their reasonable discretion.

Assumption of Specified Liabilities. Upon the terms and subject to the conditions set forth herein, subject however to Section 1.1.4 and 1.3 hereof, and as additional consideration for Buyer’s purchase of the Purchased Assets, Buyer shall, at Closing, assume, and covenant and agree to pay, perform and discharge when due, only the following liabilities and obligations of Seller (the “Assumed Liabilities”) listed on Schedule 1.2A hereof: (i) liabilities for accounts payable and accrued wages associated with the operation of the Business and reflected on the Seller’s balance sheet; and (ii) those liabilities or obligations of Seller accruing after the Closing Date under the terms of a Contract or other obligation which is listed on Schedule 1.2B hereof. Subject to Sections 1.1.4 and 1.3 hereof, at the Closing, Buyer shall execute and deliver to Seller the ▇▇▇▇ of Sale, Assignment and Assumption Agreement assuming the Assumed Liabilities.

Assumption of Specified Liabilities. Purchaser shall only assume those liabilities of Seller of any nature whatsoever, by reason of this Agreement or any of the transactions contemplated hereby, as described in Schedule "C".

Assumption of Specified Liabilities. At the Closing, and as additional consideration for the sale, grant, conveyance, assignment, transfer and delivery of the Assets, subject, however, to Sections 1.1.4 and 1.4 hereof, Buyer shall assume and agree to pay, perform and discharge when due only the following: (i) those liabilities or obligations of Seller which are listed on Schedule 1.3A hereof (which shall be the detail of the liabilities reflected in the balance sheet included in the Financial Statements dated June 30, 1998 as updated to the Closing Date pursuant to Section 1.9 hereof) which updated Schedule 1.3A shall prevail in the event of a conflict between the Closing Balance Sheet and such updated Schedule 1.3A); and (ii) those liabilities and obligations of Seller which arise under the terms of a contract, agreement, license, lease, sales order, purchase order or other commitment which is listed on Schedule 1.3B hereof (as updated to the Closing Date pursuant to Section 1.9 hereof) or is not required by the last sentence of this Section