Common use of LIABILITIES ASSUMED BY THE PURCHASER Clause in Contracts

LIABILITIES ASSUMED BY THE PURCHASER. (a) In further consideration for the sale of the Assets, on and as of the Closing Date, the Purchaser shall assume and agree to pay, perform and discharge the Assumed Liabilities. For purposes of this Agreement, the term "ASSUMED LIABILITIES" shall consist of, and shall be limited solely to, subject to Section 2.3(a), (i) all of the Seller's obligations arising after the Closing Date under the Assumed Contracts and operating leases of the Seller relating to the operation of the Business, which contracts and leases are set forth on Schedules 1.1.1 and/or 1.1.4, (ii) the accrued vacation and sick leave of the Employees (as hereinafter defined) identified in Section 3.10 of the Disclosure Statement, (iii) credit to such Employees under all employee benefits plans of Purchaser, Parent and their affiliates, for the years of service with the Seller, identified in Section 3.10 of the Disclosure Statement, and (iv) annual salary and bonus at least at the rate described in Section 3.10 of the Disclosure Statement hereof, for at least twelve (12) months.