Common use of Assumption of Specified Liabilities Clause in Contracts

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.