Liabilities Being Assumed Sample Clauses

Liabilities Being Assumed. Except as otherwise provided herein and subject to the terms and conditions of this Agreement, simultaneously with the sale, transfer, conveyance and assignment to the Buyer of the Purchased Assets, the Buyer shall assume, and hereby agrees to pay when due, those liabilities accruing after the Closing Date (as hereinafter defined) under the equipment leases identified in Schedule 1.1(c) (the "Assumed Obligations"); provided, however, that any and all obligations and liabilities arising under any such lease as of or prior to the Closing Date and any and all obligations and liabilities arising out of or in connection with the Seller's breach of any such lease shall, in each case, remain the obligations and liabilities of the Seller.

Liabilities Being Assumed. Subject to the terms and conditions of this Agreement, simultaneously with the sale, transfer, conveyance and assignment to the Buyer of the Purchased Assets, the Buyer shall assume, pay and perform when due the following, and only the following, liabilities and obligations of the Sellers: (a) accounts payable and accrued expenses of the Business (excluding accruals for (i) any Taxes other than Taxes to the extent accrued on the Closing Statement and (ii) any intercompany or other payments due to Affiliates of the Seller, including all items identified as I/C MascoTech on the Closing Statement) to the extent accrued or otherwise properly reflected on the Closing Statement; (b) all liabilities and obligations arising after the Closing under the Assigned Contracts in accordance with their respective terms; (c) all obligations under open customer orders and purchase orders (including any such orders placed with any Affiliate of the Sellers relating to products or services of the Business) included in the Assigned Contracts which arose in the ordinary course of business of the Business prior to the Closing Date; (d) accrued payroll and vacation expenses of the Sellers arising in the ordinary course of business of the Business and relating to the Hired Employees to the extent reflected on the Closing Statement; (e) warranty obligations of the Sellers with respect to the Business resulting from products manufactured, distributed or sold or services performed on or before the Closing Date, notwithstanding that the date on which the warranty obligation is asserted is after the Closing Date; provided, however, the Buyer shall assume no liability with respect to warranty claims for rack systems sold prior to the Closing for the "NS Minivan"; (f) liabilities and obligations relating to the Business and disclosed on Schedule 1.3(f); (g) the liabilities and obligations assumed by the Buyer under Section 6.4; (h) liabilities and obligations arising out of the operation of the Business after the Closing Date; and (i) l liabilities associated with the Assumed Employee Plans. For convenience of reference, the foregoing liabilities and obligations of the Sellers being assumed by the Buyer are collectively called the "Assumed Obligations" in this

Liabilities Being Assumed. (a) Pursuant to the terms and subject to the conditions of this Agreement, in consideration of the foregoing assignment and conveyances and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, at the Closing, simultaneously with the transfer, conveyance and assignment to Xstelos of the Contributed Assets and issuance of all of the issued and outstanding shares of Xstelos Common Stock to Footstar, Xstelos shall assume, and agrees to pay, perform or discharge when due all of the liabilities and obligations of Footstar, known or unknown, whether arising on, prior to, or following the date of this Agreement (the “Assumed Liabilities”). (b) Xstelos, for itself and its successors and assigns, covenants that, at any time and from time to time after the date hereof, it will do, execute and deliver all such further acts, instruments of assumption and acknowledgments or take such other action as Footstar may request in order to effectuate Xstelos’s assumption of the Assumed Liabilities.

Liabilities Being Assumed. Upon the terms and subject to the conditions of this Agreement, effective as of the Closing, and from and after the Closing, the Purchaser shall pay or assume, perform and discharge when due, the following, and only the following, Liabilities of the Asset Sellers (collectively, the "Assumed Liabilities"): (a) all Liabilities accruing from and after the Closing Date under the Assigned Contracts in accordance with their respective terms, but in each case only to the extent such Assigned Contracts have been effectively assigned and transferred to the Purchaser pursuant to the provisions hereof; (b) the amount of all product warranty obligations arising in the ordinary course of the Business which are accrued on or before Closing to accept sales returns and to provide allowances to customers subsequent to the Closing Date, up to not more than a total of $150,000 (the "Sales Return Liability"); (c) an aggregate of up to $60,000 of the Liabilities under the registered mortgages (collectively, the "Canadian Mortgages") on the Canadian Manufacturing Facility, one in favor of the Business Development Bank of Canada and the other in favor of Caisse Populaire de St.-Luboire; (d) commission obligations incurred by the Asset Sellers pursuant to its existing agreements with sales personnel and distributors for sales of the Products shipped by the Purchaser subsequent to the Closing Date based on orders for the Products accepted by the Seller prior to the Closing Date; and (e) all Liabilities relating to or arising out of the operation or conduct of the Business from and after the Closing Date.

Liabilities Being Assumed. On the terms and subject to the conditions contained in this Agreement, effective as of the Closing, and from and after the Closing, the Acquiror shall pay or assume, perform and discharge when due, the following Liabilities of the Seller (collectively, the “Assumed Liabilities”): (a) All liabilities accruing after the Closing Date relating to or arising out of the operation or conduct of the Business, including any liabilities accruing under each Assigned Contract.

Liabilities Being Assumed. Simultaneously with the transfer, conveyance and assignment to ADAC of the Assets, ADAC shall assume the Liabilities of the Companies that are listed on Exhibit B (the `Assumed Liabilities").

Liabilities Being Assumed. On the terms and subject to the conditions contained in this Agreement, effective as of the Closing, and from and after the Closing, the Purchaser shall pay or assume, perform and discharge when due, the following, and only the following, Liabilities of the Company (collectively, the "Assumed Liabilities"): (a) all Liabilities accruing from and after the Closing Date under the Assigned Contracts in accordance with their respective terms, but in each case only to the extent such Assigned Contracts have been effectively assigned and transferred to the Purchaser pursuant to the provisions hereof; (b) all accrued warranty obligations to customers (including sales return and allowance obligations) of the Company for Products sold by the Company prior to the Closing Date arising in the ordinary course of the Business pursuant to the standard warranty policy of the Company attached hereto as Schedule 2.1(b), to the extent accrued on the Asset Statement (the "Warranty Liability"); and (c) all Liabilities relating to or arising out of the operation or conduct of the Business from and after the Closing Date.

Liabilities Being Assumed. 2.3.1 Subject to the terms and conditions of this Agreement, Buyer, after the Effective Time, shall undertake, assume and agree to perform, pay, or discharge, in accordance with their terms, to the extent not theretofore performed, paid or discharged, the following: all of the executory obligations and liabilities (including warranty obligations) pursuant to the Seller Contracts set forth on Seller Contract Schedules One, Three, Four, Five, and Six arising after the Effective Time; provided, that, Buyer is not undertaking to perform any obligations or liabilities the sole time for performance of which was between the Effective Time and the Closing Date. 2.3.2 It is expressly understood and agreed that Buyer shall not be liable for any of the obligations or liabilities of Seller of any kind and nature whatsoever other than the Assumed Liabilities.

Liabilities Being Assumed. On the terms and subject to the ------------------------- conditions of this Agreement, simultaneously with the sale, transfer, conveyance and assignment to the Buyer of the Purchased Assets, the Buyer shall assume, and hereby agrees to perform, pay and satisfy when due, the following liabilities and obligations of the Seller (collectively, the "Assumed Obligations"): (a) all liabilities and obligations under, arising out of or relating to the Assumed Contracts on and after the Closing Date, but expressly excluding any liabilities and obligations arising out of or relating to transactions or events occurring prior to the Closing Date, including, without limitation, any breach or other violation by the Seller of any of the Assumed Contracts occurring prior to the Closing, whether or not any claim for such breach or violation has been asserted at or prior to the Closing; (b) all liabilities and obligations under the Vanstar Extended Obligation; (c) the other specific liabilities of the Seller identified in SCHEDULE 2.3(c) (which may, in the discretion of the Buyer, include the --------------- Guarantees), which Schedule shall be updated prior to the Closing in accordance with Section 5.2(f) and which is subject to further adjustment as of the Closing Date in accordance with Section 7.4; and (d) those liabilities and obligations of Seller otherwise specifically assumed by the Buyer in this Agreement.