Common use of Liabilities Assumed by Buyer Clause in Contracts

Liabilities Assumed by Buyer. Upon the terms and subject to the conditions of this Agreement, and in reliance on the representations, warranties, covenants and agreements made by the Company herein, effective as of the Closing Date, Buyer shall assume and be obligated pursuant to this Agreement to pay when due, perform or discharge only the debts, claims, liabilities, obligations and expenses described below and on Schedule 2.1(c) (collectively, the “Assumed Liabilities”): (i) (A) the deferred subscriber liability; and (B) executory obligations arising from the Assumed Contracts which are to be performed after the Closing Date; provided, however, that Buyer shall not assume any (x) liability of any nature related to any Excluded Liabilities, (y) obligations arising from any Contracts attributable or relating to the Business, the rights to which are not, for any reason, assigned to Buyer as required pursuant to the terms of this Agreement, or (z) liabilities arising from the breach of any Assumed Contracts by the Company or its affiliates occurring prior to the Closing Date, excluding, however, liabilities arising from any continuation of such breach by Buyer after the Closing Date; Table of Contents (ii) Transfer Taxes in accordance with Section 11.2; (iii) all Liabilities in connection with, arising under or pursuant to, the Company IP (as defined below) comprising a portion of the Purchased Assets, occurring after the Closing Date; (iv) all Liabilities of the Company with respect to accrued vacation and severance, if any, of all the Retained Employees to the extent included in the Net Working Capital on the Closing Statement; (v) Liabilities of the Company to accept returns or to provide product warranty services with respect to customers of the Business, regardless of when the products or services associated with the Business were purchased; (vi) all current trade accounts payable, current accrued expenses and other current liabilities, in each case existing as of the Closing, in each case to the extent related to the Business arising in the ordinary course of business consistent with past practice and calculated in accordance with GAAP and included on the Closing Statement (as defined below) (the “Accounts Payable”); (vii) all agency subscriber liability, whether or not reflected on the Balance Sheet; and (viii) all purchase orders exclusively related to the Business issued in the ordinary course of business to vendors which have not yet been invoiced by the vendors. Notwithstanding anything set forth above, the Assumed Liabilities shall not include any Excluded Liabilities. Buyer shall indemnify the Company with respect to the Assumed Liabilities in accordance with Article X. The Company shall retain (and thereafter pay, perform, discharge or otherwise satisfy in accordance with their respective terms, and indemnify Buyer with respect thereto in accordance with Article X hereof), all other liabilities not specifically identified above and/or on Schedule 2.1(c).

Liabilities Assumed by Buyer. Upon the terms and subject to the ---------------------------- conditions of this Agreement, and in reliance on the representations, warranties, covenants and agreements made by the Company Seller herein, effective as of the Closing Date, Buyer shall assume and be obligated pursuant to this Agreement to pay when due, perform perform, or discharge only (i) the accounts payable, employee accrued vacation obligations owed by Seller to present active-service employees hired by Buyer on or about the Closing Date, debts, claims, liabilities, obligations obligations, open purchase orders and expenses described below and in respective amounts not to exceed the amounts (actual or estimated) as set forth on Schedule 2.1(c1.1(c) for the --------------- period through the Closing Date, plus (ii) liabilities and obligations arising pursuant to the Purchased Contracts, except to the extent that any such liability arises out of a breach or default by Seller occurring on or prior to the date hereof with respect to any such Purchased Contract, and plus (iii) sales tax arising prior to the Closing which is not past due and employment taxes arising prior to the Closing which are not past due (collectively, the “items set forth in Section 1.1(c)(i), (ii) and (iii) shall be referred to as the "Assumed Liabilities”): (i) (A) "). Seller and the deferred subscriber liability; Owners agree and (B) executory obligations arising from acknowledge that Buyer shall have the right, at its option and at any time following the Closing, to negotiate with any creditor on any matters related to the Assumed Contracts which are to be performed after the Closing DateLiabilities Amount or otherwise; provided, however, that Buyer shall not assume any (x) liability of any nature related give prior notice to any Excluded Liabilities, (y) obligations arising from any Contracts attributable or and allow Seller and/or Owners to participate in negotiations relating to the Business, the rights to which are not, for any reason, assigned to Buyer as required pursuant to the terms of this Agreement, or (z) liabilities arising from the breach of any Assumed Contracts by the Company or its affiliates occurring prior to the Closing Date, excluding, however, liabilities arising from any continuation of such breach by Buyer after the Closing Date; Table of Contents (ii) Transfer Taxes in accordance with Section 11.2; (iii) all Liabilities in connection with, arising under or pursuant to, the Company IP (as defined below) comprising a portion of the Purchased Assets, occurring after the Closing Date; (iv) all Liabilities of the Company with respect to accrued vacation and severance, if any, of all the Retained Employees to the extent included in the Net Working Capital on the Closing Statement; (v) Liabilities of the Company to accept returns or to provide product warranty services with respect to customers of the Business, regardless of when the products or services associated with the Business were purchased; (vi) all current trade accounts payable, current accrued expenses and other current liabilities, in each case existing as of the Closing, in each case to the extent related to the Business arising in the ordinary course of business consistent with past practice and calculated in accordance with GAAP and included on the Closing Statement (as defined below) (the “Accounts Payable”); (vii) all agency subscriber liability, whether or not reflected on the Balance Sheet; and (viii) all purchase orders exclusively related to the Business issued in the ordinary course of business to vendors which have not yet been invoiced by the vendors. Notwithstanding anything set forth above, the Assumed Liabilities shall not include any Excluded Liabilities. Buyer shall indemnify the Company with respect to the Assumed Liabilities in accordance with Article X. The Company shall retain (and thereafter pay, perform, discharge or otherwise satisfy in accordance with their respective terms, and indemnify Buyer with respect thereto in accordance with Article X hereof), all other liabilities not specifically identified above and/or on Schedule 2.1(c).

Liabilities Assumed by Buyer. Upon the terms and subject to the conditions of this AgreementExcept as otherwise provided in Section 1.7, and in reliance on the representations, warranties, covenants and agreements made by the Company herein, Closing Date but effective as of the Closing Transfer Date, Buyer shall assume and be obligated pursuant to this Agreement to pay pay, perform, and discharge when due, perform or discharge only the due all direct and indirect debts, claimsliabilities and obligations of Seller or its applicable subsidiaries as of the Transfer Date of every kind, liabilitiesnature and description, obligations and expenses described below and on Schedule 2.1(c) to the extent primarily or exclusively related to or primarily or exclusively arising out of the Business (collectively, the “"Assumed Liabilities”):"), whether arising before or after the Transfer Date and whether known or unknown, fixed or contingent, express or implied, accrued or unaccrued, liquidated or unliquidated, including: (ia) All debts, liabilities and obligations of Seller or any Selling Subsidiary under contracts or other legally binding commitments to the extent primarily or exclusively related to or primarily or exclusively arising out of the Business, including the portions of the ▇▇▇▇▇▇▇ Agreement and the State and Local Tax Benefit Agreements allocable to the Business; (Ab) All accounts payable of Seller or any Selling Subsidiary to the deferred subscriber extent primarily or exclusively relating to or primarily or exclusively arising out of operations of the Business; (c) All debts, liabilities and obligations with respect to any and all products sold or serviced (whether or not under warranty) by Seller or any Selling Subsidiary in respect of the Business at any time, including obligations and liabilities for and with respect to any refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability, product liability; , infringement of proprietary rights of others and (B) executory obligations arising from the Assumed Contracts which are to be performed after the Closing Date; providedother claims, however, PROVIDED that Buyer shall not assume liability for product liability claims (including with respect to personal injury, including bodily injury, death or property damage) arising from the use or operation of products sold or serviced by Seller or any Selling Subsidiary in connection with the Business to the extent such claims arise out of losses or injuries which occurred on or prior to the Transfer Date; (xd) liability of any nature All debts, liabilities and obligations with respect to all actions, suits, proceedings, disputes, claims, or investigations that are primarily or exclusively related to or arise primarily or exclusively out of or in connection with MTG, the Business or the Purchased Assets, at law, in equity or otherwise, to the extent the same is not covered by the proviso in paragraph (c) above and is not a "Pending Litigation Matter" (as defined in Section 1.7(h)); (e) All debts, liabilities and obligations to provide pension benefits to Seller's employees employed at its Offenbach, Germany office; liability for accrued wages, salary, vacation pay and sick pay with respect to any Excluded Liabilities"Continuing Employee" (as defined in Section 8.5(a)(i)), (y) to the extent set forth on the Final Closing Balance Sheet; all other debts, liabilities and obligations arising from any Contracts attributable out of or relating to any complaints, claims, actions or suits of current and former employees, including without limitation "Pre-Closing Employee Claims" (as defined in Section 8.5(b)), or otherwise in connection with employment to the extent the same is not a Pending Litigation Matter; and those liabilities specifically assumed by Buyer pursuant to Section 8.5 (collectively, the "Assumed Employee Obligations"); (f) All debts, liabilities and obligations arising under "Environmental Laws" (as defined in Section 3.6(f)) and related to the Business, the rights to which are not, for any reason, assigned to Buyer as required pursuant except to the terms of this Agreement, extent the same constitutes either (i) a misrepresentation or (z) liabilities arising from the breach of any Assumed Contracts by the Company a warranty under Section 3.6(f) or its affiliates occurring prior to the Closing Date, excluding, however, liabilities arising from any continuation of such breach by Buyer after the Closing Date; Table of Contents (ii) Transfer Taxes in accordance with Section 11.2; (iii) all Liabilities in connection with, arising under or pursuant to, the Company IP a "Known Environmental Liability" (as defined below) comprising a portion of the Purchased Assets, occurring after the Closing Date; (iv) all Liabilities of the Company with respect to accrued vacation and severance, if any, of all the Retained Employees to the extent included in the Net Working Capital on the Closing Statement; (v) Liabilities of the Company to accept returns or to provide product warranty services with respect to customers of the Business, regardless of when the products or services associated with the Business were purchased; (vi) all current trade accounts payable, current accrued expenses and other current liabilities, in each case existing as of the Closing, in each case to the extent related to the Business arising in the ordinary course of business consistent with past practice and calculated in accordance with GAAP and included on the Closing Statement (as defined below) (the “Accounts Payable”Section 1.7(g)); (vii) all agency subscriber liability, whether or not reflected on the Balance Sheet; and (viii) all purchase orders exclusively related to the Business issued in the ordinary course of business to vendors which have not yet been invoiced by the vendors. Notwithstanding anything set forth above, the Assumed Liabilities shall not include any Excluded Liabilities. Buyer shall indemnify the Company with respect to the Assumed Liabilities in accordance with Article X. The Company shall retain (and thereafter pay, perform, discharge or otherwise satisfy in accordance with their respective terms, and indemnify Buyer with respect thereto in accordance with Article X hereof), all other liabilities not specifically identified above and/or on Schedule 2.1(c).

Liabilities Assumed by Buyer. Upon (a) Subject to Section 3.2, at the terms Closing, Buyer will assume, as of the Closing Date, and subject will subsequently pay, honor and discharge when due and payable and otherwise in accordance with their terms, the following liabilities and obligations of Seller to the conditions extent existing on the Closing Date: (i) (x) all liabilities reflected on the November 1998 Balance Sheet and (y) all such liabilities of the same categories as those reflected on the November 1998 Balance sheet arising thereafter and to the extent reflected on the Closing Date Balance Sheet as finally determined in accordance with this Agreement, in the case of liabilities described in clauses (x) and (y) of this clause 3.1(a)(i), to the extent that such liabilities were not incurred in breach of this Agreement, and in reliance on the representationseach case, warranties, covenants and agreements made by the Company herein, effective as of the Closing Date, Buyer shall assume and be obligated pursuant to this Agreement to pay when due, perform or discharge only the debts, claims, liabilities, obligations and expenses other than Indebtedness described below and on Schedule 2.1(c) (collectively, the “Assumed Liabilities”):in Section 3.2(a)(vi); (iii) all liabilities and obligations under Contracts to which Seller is a party, including those that (A) the deferred subscriber liability; are disclosed in SCHEDULE 6.1.11(a) and SCHEDULE 6.1.15(b) and (B) executory obligations arising from have been entered into by Seller in the Assumed Contracts which are to be performed after the Closing Date; provided, however, that Buyer shall not assume any (x) liability Ordinary Course of any nature related to any Excluded Liabilities, (y) obligations arising from any Contracts attributable or relating to the Business, the rights to which are not, for any reason, assigned to Buyer as required pursuant to the terms of this Agreement, or (z) liabilities arising from the breach of any Assumed Contracts by the Company or its affiliates occurring Business prior to the Closing Date, excludingin each case, however, other than contracts to which Seller is a party that are entered into by Seller in breach of this Agreement and liabilities arising from any continuation of such and obligations under Contracts to which Seller is a party that relate to a breach by Buyer after Seller of any of the terms and conditions of any such Contracts on, or prior to the Closing Date; Table PROVIDED that the existence of Contents (ii) Transfer Taxes in accordance with Section 11.2any such Contract does not constitute the breach of any representation, warranty or covenant of Seller hereunder; (iii) all Liabilities liabilities or obligations to Transferred Employees in connection accordance with, arising under and subject to the limitations set forth in, Section 8.5 with respect to wages, salaries, bonus, vacation, severance or pursuant to, other compensation reflected on the Company IP Closing Date Balance Sheet (as defined below) comprising a portion of to the Purchased Assets, occurring after extent not discharged prior to the Closing Date) or otherwise accruing on and after the Closing, provided that the existence thereof does not constitute a breach of any representation, warranty or covenant of Seller hereunder; (iv) all Liabilities of the Company with respect to accrued vacation except as provided in Section 3.2(a)(iii) and severance, if any, of all the Retained Employees other than to the extent included applicable to the individuals listed on SCHEDULE 8.8 (the "SCHEDULE 8.8 INDIVIDUALS") (but without limiting the obligations of Buyer and GA Acquisition Delaware, Inc. under: (x) the Employment Agreement, or (y) COBRA for such SCHEDULE 8.8 Individuals), liabilities or obligations relating or pertaining to any employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and any other plan, program, agreement, arrangement, policy, contract, commitment, or scheme, written or oral, statutory or contractual of Seller, including, but not limited to, any deferred compensation agreement, executive compensation, bonus, incentive or severance pay plan, any life, health, disability or accident insurance plan or any cafeteria plan or any holiday or vacation practice under which employees or former employees of Seller are eligible to participate or derive a benefit and as to which such Seller has or in the Net Working Capital on future could reasonably be expected to have any direct or indirect actual or contingent liability (hereinafter the Closing Statement"BENEFIT PLANS"), provided that the existence of such Benefit Plans does not constitute a breach of any representation, warranty or covenant of Seller hereunder; (v) Liabilities the obligation to issue credit as appropriate in the Ordinary Course of the Company to accept returns or to provide product warranty services with respect to customers Business of the Business, regardless of when the products or services associated with the Business were purchased;Seller; and (vi) all current trade accounts payableliability (for the defense of, current accrued expenses and liability (if any) in respect of, claims in suits and other current liabilities, proceedings specifically described in each case existing as of the Closing, in each case to the extent related to the Business arising in the ordinary course of business consistent with past practice and calculated in accordance with GAAP and included on the Closing Statement (as defined below) (the “Accounts Payable”SCHEDULE 3.1(a)(vi);. (viib) all agency subscriber liability, whether or not reflected on the Balance Sheet; and (viiiThe liabilities to be assumed by Buyer pursuant to Section 3.1(a) all purchase orders exclusively related are hereinafter sometimes collectively referred to the Business issued in the ordinary course of business to vendors which have not yet been invoiced by the vendors. Notwithstanding anything set forth above, the Assumed Liabilities shall not include any Excluded Liabilities. Buyer shall indemnify the Company with respect to the Assumed Liabilities in accordance with Article X. The Company shall retain (and thereafter pay, perform, discharge or otherwise satisfy in accordance with their respective terms, and indemnify Buyer with respect thereto in accordance with Article X hereof), all other liabilities not specifically identified above and/or on Schedule 2.1(c)as "ASSUMED LIABILITIES."