Common use of Liabilities Assumed by Purchaser Clause in Contracts

Liabilities Assumed by Purchaser. (a) Purchaser, in connection with the purchase of the Assets, at the Closing, shall assume the following liabilities and obligations of Seller ("ASSUMED LIABILITIES"): (i) all liabilities and obligations of Seller that arise due to any occurrence subsequent to the Closing, or due to an action or omission of Purchaser or in connection with the operation of the Business, subsequent to the Closing, and to the extent that such liabilities and obligations are by their terms to be performed after the Closing under the terms of a Contract, agreement, license, sales order, purchase order or other commitment (including Permits as defined in Section 4.10(A)) that is assigned to Purchaser hereunder and that is listed on Schedule 1.1(c) other than liabilities and obligations arising out of the breach by Seller, of any such Contract, agreement, license, sales order, purchase order or other commitment, provided that as a condition to such assumption of each loan set forth on Schedule 1.1(c), Purchaser must reach accommodation prior to Closing with each of Seller's lenders and must be permitted to assume each such loan, and (ii) the Accounts Payable as set forth on the Accounts Payable Schedule, as defined in Section 6.7 (c). At the Closing, the aggregate of the (A) Accounts Payable, (B) the loans and obligations set forth on Schedule 1.1(c) and (C) any and all other liabilities of Seller of any nature assumed under this Agreement, with the exception of those contracts included in SCHEDULE 1.3(E), shall not exceed the Accounts Receivable Certification, as defined in Section 6.7(b) ("AGGREGATE SPECIFIC ASSUMED LIABILITIES").

Liabilities Assumed by Purchaser. (a) Purchaser, in connection with the purchase of the Assets, at the Closing, shall assume the following liabilities and obligations of Seller ("ASSUMED LIABILITIES"): (i) all liabilities and obligations of Seller that arise due to any occurrence subsequent to the Closing, or due to an action or omission of Purchaser or in connection with the operation of the Business, subsequent to the Closing, and to the extent that such liabilities and obligations are by their terms to be performed after the Closing under the terms of a Contract, agreement, license, sales order, purchase order or other commitment (including Permits as defined in Section 4.10(A4.10(a)) that is assigned to Purchaser hereunder and that is listed on Schedule 1.1(c) other than liabilities and obligations arising out of the breach by Seller, of any such Contract, agreement, license, sales order, purchase order or other commitment, provided that as a condition to such assumption of each loan set forth on Schedule 1.1(c), Purchaser must reach accommodation prior to Closing with each of Seller's lenders and must be permitted to assume each such loan, and (ii) the Accounts Payable only those accounts payable of Seller ("ACCOUNTS PAYABLE") as set forth on SCHEDULE 3.1(A)which shall be estimated, calculated and adjusted as of September 1, 2000 ("ACCOUNTS PAYABLE SCHEDULE") . (b) Purchaser shall execute and deliver to Seller an Assignment and Assumption Agreement, substantially in the Accounts Payable Scheduleform attached hereto as EXHIBIT B ("ASSUMPTION AGREEMENT"), as defined in Section 6.7 (c). At pursuant to which Purchaser shall agree to pay, perform and discharge when due, to the Closingextent the same are unpaid, unperformed or undischarged on the Closing Date, the aggregate of the (A) Accounts Payable, (B) the loans and obligations set forth on Schedule 1.1(c) and (C) any and all other liabilities of Seller of any nature assumed under this Agreement, with the exception of those contracts included in SCHEDULE 1.3(E), shall not exceed the Accounts Receivable Certification, as defined in Section 6.7(b) ("AGGREGATE SPECIFIC ASSUMED LIABILITIES")Assumed Liabilities.

Liabilities Assumed by Purchaser. (a) Purchaser, in connection with the purchase of the Assets, at the Closing, shall assume the following liabilities and obligations of Seller ("ASSUMED LIABILITIES"): (i) all liabilities and obligations of Seller that arise due to any occurrence subsequent to the Closing, or due to an action or omission of Purchaser or in connection with the operation of the Business, subsequent to the Closing, and to the extent that such liabilities and obligations are by their terms to be performed after the Closing under the terms of a Contract, agreement, license, sales order, purchase order or other commitment (including Permits as defined in Section 4.10(A)) that is assigned to Purchaser hereunder and that is listed on Schedule 1.1(c) other than liabilities and obligations arising out of the breach by Seller, of any such Contract, agreement, license, sales order, purchase order or other commitment, provided that as a condition to such assumption of each assuming the DVI credit line, loan no. ▇▇-▇▇-▇▇▇ as set forth on Schedule 1.1(c) ("DVI WC LOAN"), Purchaser Purchaser's lender and DVI must reach accommodation prior to Closing with each of Seller's lenders respect to their respective security interests and must be permitted to assume each such loanliens in the Assets, and (ii) the Accounts Payable as set forth on the Accounts Payable Schedule, as defined in Section 6.7 (c). At the Closing, the aggregate of the (A) Accounts Payable, (B) the loans and obligations set forth on Schedule 1.1(c) and DVI WC Loan, as reduced at Closing to $191,000 pursuant to Section 3.2(b)(xi), (C) any First Union Bank loan no. ▇▇-▇▇▇-▇▇▇▇▇▇, and all other liabilities (D) the principal amount of Seller of any nature assumed under this Agreement, with the exception of those contracts included in SCHEDULE 1.3(E), Anchor Loans ($125,000) shall not exceed the Accounts Receivable Certification, as defined in Section 6.7(b) ("AGGREGATE SPECIFIC ASSUMED LIABILITIES"). (b) Purchaser shall execute and deliver to Seller an Assignment and Assumption Agreement, substantially in the form attached hereto as EXHIBIT C ("ASSUMPTION AGREEMENT"), pursuant to which Purchaser shall agree to pay, perform and discharge when due, to the extent the same are unpaid, unperformed or undischarged on the Closing Date, the Assumed Liabilities.