Common use of Liabilities Assumed Clause in Contracts

Liabilities Assumed. At the Closing, the Buyer shall assume: (a) the Seller's accounts payable at the Closing Date as set forth on Schedule 3.1(a); (b) all accrued operating expenses (defined in accordance with GAAP) incurred by the Seller in the Ordinary Course of Business which (i) are reflected as a liability as set forth on the balance sheet and Interim Balance Sheet or (ii) if incurred after the Interim Balance Sheet date, are completely and accurately reflected on the Seller' books and records delivered to the Buyer at the Closing; For the purposes of this Section 3.1, accrued operating expenses shall not include any accrued interest expenses, and, except as further provided below, any taxes, legal, consulting, audit or other professional expenses. Notwithstanding the foregoing, Buyer shall assume accrued sales and use taxes relating to the Business and not yet due; accrued payroll taxes relating to the Business and not yet due; accrued legal expenses incurred in the Ordinary Course of Business; and accrued accounting and professional fees incurred in the Ordinary Course; accounting fees incurred in connection with tax analysis of the Contemplated Transactions in an amount not to exceed $15,000; and professional fees incurred in connection with the asset purchase described in Section 3.1(f); (c) the obligations of the Seller arising under the real and personal property leases listed on Schedules 2.1(a) and 2.1(b)(iv); (d) the obligations of Seller pursuant to any warranty work and returns by customers; (e) any open purchase contracts related to the Business and in existence on the Closing Date, provided that such contracts were entered into by the Seller in the ordinary course of business; and (f) the obligations of the Seller under a certain asset purchase agreement between Seller and ▇▇▇▇▇ Controls for the purchase by Seller of the ▇▇▇▇▇-▇▇▇▇▇▇▇▇ inertial sensor product line. Buyer acknowledges that Seller has paid to ▇▇▇▇▇ an ▇▇▇▇▇▇▇ money deposit of $75,000. Upon the closing of such asset purchase or other termination of the asset purchase agreement (except any termination caused by Seller), Buyer shall reimburse the Seller for the $75,000 ▇▇▇▇▇▇▇ money deposit promptly upon such closing or termination.

Liabilities Assumed. At Upon the terms and subject to the conditions contained herein, at the closing of the Transaction (the "Closing"), the Buyer shall assume:assume and become responsible for the following obligations of Seller (the "Assumed Liabilities"): (a) to the extent reflected in the Balance Sheet of Seller as of the Closing Date, Seller's accounts payable at payable, deferred income, accrued expenses (excluding deferred compensation of any Shareholder), and to the Closing Date as set forth on Schedule 3.1(aextent included in the calculation of Working Capital used in the Balance Sheet, Seller's short-term debt (to be paid by Buyer when due); (b) all accrued operating expenses (defined long-term bank debt of Seller, as listed in accordance with GAAP) incurred by SCHEDULE 3.1(b), including the Seller in the Ordinary Course current portion of Business which (i) are reflected as a liability as set forth on the balance sheet and Interim Balance Sheet or (ii) if incurred after the Interim Balance Sheet datesuch debt, are completely and accurately reflected on the Seller' books and records delivered to the Buyer at the Closing; For the purposes of this Section 3.1, accrued operating expenses shall not include any accrued interest expenses, and, except as further provided below, any taxes, legal, consulting, audit or other professional expenses. Notwithstanding the foregoing, Buyer shall assume accrued sales and use taxes relating to the Business and not yet due; accrued payroll taxes relating to the Business and not yet due; accrued legal expenses incurred in the Ordinary Course of Business; and accrued accounting and professional fees incurred in the Ordinary Course; accounting fees incurred in connection with tax analysis of the Contemplated Transactions in an amount not up to exceed Five Hundred Thirty Eight Thousand Nine Hundred Eight Dollars ($15,000538,908) (the "Assumed Debt"), which may, at Buyer's discretion and subject to requisite consents, be assumed or paid by Buyer at Closing; provided that any fees, expenses, or penalties payable to the lender arising as a result of such assumption or repayment of the Assumed Debt shall be paid by Seller, and professional fees incurred in connection that the parties shall take all necessary action prior to the Closing date to release Seller and the Shareholders from any obligations, including guarantees, with respect to the asset purchase described in Section 3.1(f)Assumed Debt; (c) the obligations liabilities arising and accruing after and relating exclusively to the operation of the Seller arising Business by Buyer after the Closing under the real Contracts to be assigned to Buyer pursuant to (and personal property leases listed on Schedules 2.1(aas limited by) Section 2.1.2 above or of which the benefits are made available to Buyer by Seller in accordance with Section 12.4, including but not limited to the lease agreements for the leased Real Property and 2.1(b)(iv);Personal Property; and (d) the obligations of Seller obligation to perform Permitted Corrective Action with respect to services and products provided by Seller, prior to Closing, pursuant to any warranty work and returns Customer Contracts that are assigned to Buyer hereunder or of which the benefits are made available to Buyer by customers; (e) any open purchase contracts related to the Business and in existence on the Closing Date, provided that such contracts were entered into by the Seller in the ordinary course of business; and (f) the obligations of the Seller under a certain asset purchase agreement between Seller and ▇▇▇▇▇ Controls for the purchase by Seller of the ▇▇▇▇▇-▇▇▇▇▇▇▇▇ inertial sensor product line. Buyer acknowledges that Seller has paid to ▇▇▇▇▇ an ▇▇▇▇▇▇▇ money deposit of $75,000. Upon the closing of such asset purchase or other termination of the asset purchase agreement (except any termination caused by Seller), Buyer shall reimburse the Seller for the $75,000 ▇▇▇▇▇▇▇ money deposit promptly upon such closing or terminationaccordance with Section 12.4.

Liabilities Assumed. At the ClosingThe Buyer assumes no obligations of Seller except as specifically set forth herein. Buyer agrees to assume and agrees to discharge and perform when due, the Buyer shall assume:following liabilities and obligations of Seller (the "Assumed Liabilities"): (a) the Seller's The accounts payable at the Closing Date as set forth of Seller listed on Schedule 3.1(a2.1(a) hereof (the "Liabilities Schedule"); (b) all accrued operating expenses (defined in accordance with GAAP) incurred by the Seller in the Ordinary Course of Business which (i) are reflected as a liability as set forth on the balance sheet and Interim Balance Sheet or (ii) if incurred after the Interim Balance Sheet date, are completely and accurately reflected on the Seller' books and records delivered to the Buyer at the Closing; For the purposes of this Section 3.1, accrued operating expenses shall not include any accrued interest expenses, and, except as further provided below, any taxes, legal, consulting, audit or other professional expenses. Notwithstanding the foregoing, Buyer shall assume accrued sales and use taxes relating to the Business and not yet due; accrued payroll taxes relating to the Business and not yet due; accrued legal expenses incurred in the Ordinary Course of Business; and accrued accounting and professional fees incurred in the Ordinary Course; accounting fees incurred in connection with tax analysis of the Contemplated Transactions in an amount not to exceed $15,000; and professional fees incurred in connection with the asset purchase described in Section 3.1(f)The Real Property Leases; (c) the obligations of the Seller arising under the real and personal property leases listed on Schedules 2.1(a) and 2.1(b)(iv)The Personal Property leases; (d) the obligations of Seller The Customer Orders acquired pursuant to any warranty work and returns by customersSection 1.1(h) hereof; (e) any open purchase contracts related The Purchase Orders acquired pursuant to Section 1.1(i) hereof; (f) Liabilities and obligations of Seller under the Business and in existence on the Closing Date, provided that such contracts were entered into by the Contracts; (g) Seller liabilities reasonably accrued in the ordinary course of business; andbusiness after the date first written above and prior to Closing, but in no event to exceed the amount of Seller's Account Receivables (after allowing for Seller's customary allowance for bad debts) accrued after the date first written above; (fh) the obligations of the Seller under a certain asset purchase agreement between Seller and ▇▇▇▇▇ Controls for the purchase by Seller of the ▇▇▇▇▇-▇The notes evidencing Seller's obligation to ▇▇▇▇▇▇▇ inertial sensor product line▇. Buyer acknowledges that Seller has paid to ▇▇▇▇▇ an and ▇▇▇▇▇▇▇ money deposit of $75,000. Upon the closing of such asset purchase or other termination of the asset purchase agreement (except any termination caused by Seller), Buyer shall reimburse the Seller for the $75,000 ▇▇▇▇▇▇▇ money deposit promptly upon such closing ("Original Holder") or termination.Original Holder's assigns ("Seller Note"), provided, however that the aggregate balance remaining, including interest, at Closing shall not be more than $97,825 and the Seller Notes in the aggregate shall be repayable at the rate of $7,525. To the extent the Seller Note is not in accordance with the above terms, Buyer assumes no obligation with respect thereto. In the event Seller has satisfied the Seller

Liabilities Assumed. At As of the ClosingClosing Date, Buyer will assume and agree to pay, discharge and perform, the Buyer shall assume: following obligations and liabilities of Seller (the “Assumed Liabilities”): (a) all obligations of Seller under the Seller's accounts payable at Assumed Contracts and Permits, in each case, that arise from and after the Closing Date as set forth on Schedule 3.1(a); (except for any obligations that have accrued prior to the Closing Date) and (b) to the extent of such credit, all accrued operating expenses (defined liabilities for which Buyer receives a credit against the Purchase Price pursuant to Section 3.6; provided, however, that, notwithstanding anything to the contrary in accordance with GAAP) incurred by this Agreement, including the Seller definition of “Assumed Contracts” in Article I, the Ordinary Course of Business which Assumed Liabilities will not include (i) are reflected as a liability as set forth on any obligation under an Assumed Contract that does not relate to the balance sheet operation of the Stations or the Purchased Assets if such Assumed Contract relates to both (x) the operation of the Stations or the Purchased Assets and Interim Balance Sheet (y) other assets or operations of Seller or its Affiliates or (ii) if incurred after Buyer assumes rights and obligations of Seller under an Assumed Contract by executing a new Contract with the Interim Balance Sheet datecounterparty thereto rather than assuming an existing Assumed Contract, are completely and accurately reflected on any obligations under the Seller' books and records delivered existing Assumed Contract. For clarity, with respect to the LER Agreement, Buyer at shall either assume the Closing; For LER Agreement or enter into a replacement Contract as contemplated by the purposes next sentence of this Section 3.13.2, accrued operating expenses in either case, solely to the extent of obligations related to the Stations covered thereby (KTCY-FM and KZMP-FM) or terminate its obligations thereunder and pay the “Buyout Amount” as defined in and calculated under Section 5 of the LER Agreement with respect to KTCY-FM and KZMP-FM (in which event Seller shall cause LER to provide Buyer with an acknowledgment that the LER Agreement has, effective upon receipt of the Buyout Amount, been terminated with respect to such Stations) and, upon payment of the Buyout Amount, the Assumed Liabilities shall not include any accrued interest expenses, and, except as further provided below, any taxes, legal, consulting, audit or other professional expensesobligation under the LER Agreement. Notwithstanding Buyer may assume the foregoing, Buyer shall assume accrued sales and use taxes relating Assumed Liabilities under an Assumed Contract by executing a new Contract with the counterparty thereto (if acceptable to the Business and not yet due; accrued payroll taxes relating to counterparty thereto) instead of assuming the Business and not yet due; accrued legal expenses incurred in the Ordinary Course of Business; and accrued accounting and professional fees incurred in the Ordinary Course; accounting fees incurred in connection with tax analysis of the Contemplated Transactions in an amount not to exceed $15,000; and professional fees incurred in connection with the asset purchase described in Section 3.1(f); (c) the obligations of the Seller arising under the real and personal property leases listed on Schedules 2.1(a) and 2.1(b)(iv); (d) the obligations of Seller pursuant to any warranty work and returns by customers; (e) any open purchase contracts related to the Business and in existence on the Closing Date, provided that such contracts were entered into by the Seller in the ordinary course of business; and (f) the obligations of the Seller under a certain asset purchase agreement between Seller and ▇▇▇▇▇ Controls for the purchase by Seller of the ▇▇▇▇▇-▇▇▇▇▇▇▇▇ inertial sensor product line. Buyer acknowledges that Seller has paid to ▇▇▇▇▇ an ▇▇▇▇▇▇▇ money deposit of $75,000. Upon the closing of such asset purchase or other termination of the asset purchase agreement (except any termination caused by Seller), Buyer shall reimburse the Seller for the $75,000 ▇▇▇▇▇▇▇ money deposit promptly upon such closing or terminationexisting Assumed Contract.

Liabilities Assumed. At As further consideration for the purchase and sale of the Assets, the Company shall, from and after the Closing, assume, perform, discharge and pay when due those obligations and liabilities of DMS relating to the Buyer shall assumeBusiness which are specifically set forth in this Section 2.1, but only to the extent specifically set forth in this Section 2.1 and subject to any contrary provisions which may be contained in Section 2.2 hereof: (a) all unpaid or unperformed obligations and liabilities of DMS under the Seller's accounts payable at written Contracts and other Agreements assigned to Purchaser hereunder arising after the Closing Date as set forth on Schedule 3.1(a)Closing; (b) all accrued operating expenses (defined in accordance with GAAP) incurred by unpaid or unperformed obligations and liabilities of the Seller in Company under the Ordinary Course of Business which (i) are reflected as a liability as set forth on the balance sheet Licenses and Interim Balance Sheet or (ii) if incurred Permits assigned to Purchaser hereunder arising after the Interim Balance Sheet date, are completely and accurately reflected on the Seller' books and records delivered to the Buyer at the Closing; For the purposes of this Section 3.1, accrued operating expenses shall not include any accrued interest expenses, and, except as further provided below, any taxes, legal, consulting, audit or other professional expenses. Notwithstanding the foregoing, Buyer shall assume accrued sales and use taxes relating to the Business and not yet due; accrued payroll taxes relating to the Business and not yet due; accrued legal expenses incurred in the Ordinary Course of Business; and accrued accounting and professional fees incurred in the Ordinary Course; accounting fees incurred in connection with tax analysis of the Contemplated Transactions in an amount not to exceed $15,000; and professional fees incurred in connection with the asset purchase described in Section 3.1(f); (c) the obligations all trade payables and current liabilities of the Seller arising under Company existing as of the real Closing, but only to the extent reflected on the face of the DMS Financial Statements (as hereinafter defined) or knowingly and personal property leases listed on Schedules 2.1(a) intentionally incurred by DMS in the ordinary course of the Business after June 30, 1998 consistent with past practices and 2.1(b)(iv)in conformity with DMS' representations, warranties and covenants contained in this Agreement and not as a result of any breach of contract, breach of warranty, tort or infringement of the rights of another by DMS; (d) all unpaid or unperformed wages, salaries, payroll taxes, sick pay, vacation pay, fringe benefits and other employee benefits accrued as of the obligations Closing, but only to the extent reflected on the face of Seller pursuant to the DMS Financial Statements or knowingly and intentionally incurred by DMS in the ordinary course of the Business after June 30, 1998 consistent with past practices and in conformity with DMS' representations, warranties and covenants contained in this Agreement and not as a result of any warranty work breach of contract, breach of warranty, tort or infringement of the rights of another by DMS and returns by customersthe Company; (e) any open purchase contracts related The performance of all warranty work, arising after the Closing but relating to products of DMS prior to the Business and in existence on the Closing Date, provided that such contracts were entered into by the Seller in the ordinary course of business; andClosing; (f) to the obligations extent not covered by insurance in effect for the benefit of DMS as of the Seller under a certain asset purchase agreement between Seller and ▇▇▇▇▇ Controls Closing, all claims for the purchase by Seller of the ▇▇▇▇▇-▇▇▇▇▇▇▇▇ inertial sensor product line. Buyer acknowledges that Seller has paid to ▇▇▇▇▇ an ▇▇▇▇▇▇▇ money deposit of $75,000. Upon the closing of such asset purchase real or other termination of the asset purchase agreement (except any termination personal injury or property damage which is caused by Seller), Buyer shall reimburse any defect in any product manufactured by DMS but sold by the Seller for Company after the $75,000 ▇▇▇▇▇▇▇ money deposit promptly upon such closing or termination.Closing; and

Liabilities Assumed. At Upon satisfaction of all conditions to the Closingobligations of the parties contained herein (other than such conditions as have been made in accordance with the terms hereof), the Buyer shall assumePurchaser will assume all liabilities of the Seller (the "ASSUMED LIABILITIES"), including those set forth on Exhibit 1.2 (the "LIABILITIES UNDERTAKING"), other than the Retained Liabilities (as defined below). The Seller expressly understands and agrees that, except as expressly assumed by the Purchaser, the Purchaser has not agreed to pay, will not be required to assume and will have no liability or obligation, direct or indirect, absolute or contingent, for the liabilities of the Seller or any respective affiliates or associates, which are retained by Seller, which liabilities will, as between the Seller and the Owners, on the one hand, and the Purchaser, on the other hand, remain the sole responsibility of, and will be satisfied by, the Seller (the "RETAINED LIABILITIES"), which Retained Liabilities are: (a) the Seller's accounts payable at the Closing Date as set forth on Schedule 3.1(a); (b) all accrued operating expenses (defined in accordance with GAAP) incurred by any debt, liability or obligation of the Seller in the Ordinary Course of Business which or any affiliates or associates, direct or indirect, known or unknown, fixed, contingent or otherwise, that (i) are reflected as a liability as set forth on is unrelated to the balance sheet and Interim Balance Sheet Assets or the Business; or (ii) if incurred after the Interim Balance Sheet date, are completely and accurately reflected on the Seller' books and records delivered relates to the Buyer at the Closing; For the purposes Assets and is based upon or arises from any act, omission, transaction, circumstance, sale of this Section 3.1goods or services, accrued operating expenses shall not include any accrued interest expenses, and, except as further provided below, any taxes, legal, consulting, audit state of facts or other professional expenses. Notwithstanding condition occurring or existing on or before the foregoingClosing Date, Buyer shall assume accrued sales and use taxes relating known by the Seller or the Owners and not disclosed to the Business and not yet due; accrued payroll taxes relating Purchaser in writing on or prior to the Business and not yet due; accrued legal expenses incurred in the Ordinary Course of Business; and accrued accounting and professional fees incurred in the Ordinary Course; accounting fees incurred in connection with tax analysis of the Contemplated Transactions in an amount not to exceed $15,000; and professional fees incurred in connection with the asset purchase described in Section 3.1(f); Closing Date (c) the obligations other than any debt, liability or obligation of the Seller arising under after the real and personal property leases listed on Schedules 2.1(adate of the Latest Balance Sheet which is not required to be disclosed pursuant to Section 2.8) and 2.1(b)(iv)except to the extent that the same was expressly assumed by the Purchaser pursuant to the terms of the Liabilities Undertaking; (di) any obligation for Taxes related to the obligations Seller, the Business or any of the Assets for any Tax period or portion thereof ending on or before June 30, 1994; (ii) any obligation for Taxes measured by the income of the Seller or the Owners; and (iii) any Tax liability relating to or arising out of the transfer of the Assets pursuant to any warranty work and returns by customersthis Agreement; (ei) any open purchase contracts related to the Business and in existence debt, liability or obligation, direct or indirect, known or unknown, fixed, contingent or otherwise, based upon or arising from any act, omission, transaction, circumstance, state of facts or other condition occurring or existing on or before the Closing DateDate and relating to (A) any collective bargaining agreement or any "employee pension benefit plan" ("PENSION PLAN") as such term is defined in Section 3(2) of ERISA, provided including without limitation, any such plan that is excluded from coverage by Section 4 of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) or 4001(a)(3) of ERISA, or (B) any "employee welfare benefit plan" ("WELFARE PLAN") as such contracts were entered into term is defined in Section 3(1) of ERISA, including without limitation, any such plan that is excluded from coverage by Section 4 of ERISA or is a Multi- Employer Plan within the meaning of Section 3(37) of ERISA, or any cafeteria plan subject to Section 125 of the Code, and any plan, policy, practice or agreement that provides health, dental or life insurance benefits whether insured or otherwise, to which the Seller is a party or under which the Seller's employees, former employees or spouses or dependents of employees or former employees is covered, including without limitation, or any obligation to contribute to, or any obligation or liability for any withdrawal liability arising in the ordinary course of business; and (f) the obligations connection with, any Multiemployer Plan attributable to participation therein by current or former employees of the Seller under as a certain asset purchase agreement result of this Agreement and the transactions contemplated hereby or otherwise, (ii) any of the matters described in Sections 2.16(a) (except for the five employment agreements with the sales representatives) or 2.19 of the Disclosure Schedule, or (iii) any employment agreements or arrangements between the Seller and ▇▇▇▇▇▇ Controls for the purchase by Seller of the ▇. ▇▇▇▇▇-▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇ ▇. ▇▇▇▇▇▇▇ (collectively, the "SELLER EMPLOYMENT AGREEMENTS"), or (iv) any severance agreements or arrangements between the Seller and ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ inertial sensor product line. Buyer acknowledges that Seller has paid to ▇▇▇▇▇ an and ▇▇▇▇▇▇▇ money deposit ▇. ▇▇▇▇▇▇ (collectively, the "SELLER SEVERANCE AGREEMENTS"); (d) (i) (A) any liability arising out of $75,000. Upon or related to the closing management of wastes, byproducts or spent materials generated by the Seller, any subsidiaries, former subsidiaries or affiliates; or (B) any liability arising out of or related to any pollution or threat to human health or the environment or violation of any Environmental Law that is related to the Seller's management, use, control, ownership or operation of the business of the Seller, any subsidiary, former subsidiaries or affiliates, including without limitation any on-site or off-site activities involving Environmentally Regulated Materials, that occurred, existed, arises out of conditions or circumstances that occurred or existed, or was caused, in whole or in part, on or before the Closing Date, whether or not the pollution or threat to human health or the environment or violation of any Environmental Law is described in the Disclosure Schedule; and (ii) any Environmental Claim against any person or entity whose liability for such asset purchase Environmental Claim the Seller has or may have assumed or retained either contractually or by operation of law; (e) any debt, liability or obligation, direct or indirect, known or unknown, fixed, contingent or otherwise owing by the Seller to (i) any of the Owners; or (ii) officers or directors of the Seller other than salary, reimbursement of approved business expenses or other termination recurring payments due and payable in the ordinary course of business; (f) any liability arising out of the asset purchase agreement (except any termination caused by Seller), Buyer shall reimburse the Seller for the $75,000 litigation captioned ▇▇▇▇▇▇▇▇ money deposit promptly upon such closing or termination▇▇▇▇ ▇. ▇▇▇▇▇▇▇ PRINTING CO. and ▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ PRINTING CO. Docket Nos. 96-026456 and 97-27636 currently pending in the Superior Court of the Commonwealth of Massachusetts (the "JAIN LAWSUIT"); (g) the subordinated debt in the amount of $5,862,285 owed to ▇. ▇▇▇▇▇▇▇ and DPC Disposition Trust as of February 28, 1999, plus any interest accrued thereon between February 28, 1999 and the Closing Date; and (h) any amount due ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Incorporated, which amount shall be paid by the Owners at the Closing. At the Closing, the Seller will convey, transfer, assign and delegate, and the Purchaser will accept and assume, those contracts, agreements and commitments listed on the Liabilities Undertaking to be assumed by the Purchaser (the "ASSUMED CONTRACTS").