Common use of Liabilities Being Assumed Clause in Contracts

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. Subject to (a) Upon the terms and subject to the conditions of this Agreement, simultaneously with the sale, transfer, conveyance and assignment to the Buyer effective as of the Purchased AssetsClosing, the Buyer Purchaser shall assume, pay and perform when due assume the following, and only the following, liabilities and obligations Liabilities of the Sellerseach Company: (ai) all accounts payable and accrued expenses of the Business (excluding accruals for (i) any Taxes other than Taxes to arising in the extent accrued on the Closing Statement and (ii) any intercompany or other payments due to Affiliates ordinary course of the Seller, including all items identified as I/C MascoTech on the Closing Statement) Business to the extent accrued or otherwise properly reflected as a Liability on the Latest Balance Sheet (or arising in the ordinary course of business consistent with past practice since the Latest Balance Sheet Date and on or prior to the Closing StatementDate (excluding in all cases Taxes for or with respect to any period ending on or prior to the Closing Date)), in each case determined in accordance with GAAP; (bii) all liabilities and obligations arising Liabilities to be performed after the Closing under the Assigned Contracts in accordance with their respective terms; terms (c) all obligations under open customer orders and purchase orders (including excluding any such orders placed with any Affiliate of the Sellers Liabilities resulting from or relating to products any breach or services violation of, or default under, or any alleged breach or violation of, or alleged default under, any such Assigned Contract that arises out of the Business) included in the Assigned Contracts which arose in the ordinary course or is based upon facts, events or circumstances occurring or existing as of business of the Business or 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 DateClosing, notwithstanding that the date on which the warranty obligation any Proceeding with respect thereto is asserted commenced or made is after the Closing Date; providedClosing), however, the Buyer shall assume no liability with respect to warranty claims for rack systems sold prior but in each case only to the Closing for extent such Assigned Contracts have been effectively assigned and transferred to the "NS Minivan"Purchaser pursuant to the provisions hereof; (fiii) liabilities and obligations all Liabilities owed to Hired Employees arising after the Closing; and (iv) all Liabilities 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 or arising out of the operation of the Purchased Assets after the Closing Date or out of the conduct of the Business after the Closing Date; and. (ib) l liabilities associated with the Assumed Employee Plans. For convenience of reference, the foregoing liabilities and obligations of the Sellers being Liabilities that are to be assumed by the Buyer Purchaser at the Closing pursuant to this Section 2.1 are ----------- collectively called the "Assumed ObligationsLiabilities" in thisthis Agreement. -------------------

Liabilities Being Assumed. Subject to On the terms and subject to the conditions of contained in this Agreement, simultaneously with the sale, transfer, conveyance and assignment to the Buyer effective as of the Purchased AssetsClosing, and from and after the Closing, Purchaser shall pay or assume, perform and discharge when due, the Buyer shall assumefollowing liabilities (collectively, pay and perform when due the following, and only the following, liabilities and obligations of the Sellers:“Assumed Liabilities”): (a) accounts payable all Liabilities under the Assigned Contracts (including those Assigned Contracts representing “rent-to-own” Contracts and accrued expenses of listed on Schedule 2.1(a)), but in each case only to the Business (excluding accruals for extent such Assigned Contracts have been effectively assigned and transferred to Purchaser pursuant to the provisions hereof; provided, however, that Liabilities accruing from and after the Closing Date under Assigned Contracts which have not been effectively assigned and transferred to Purchaser pursuant to the provisions hereof shall be assumed by Purchaser (i) any Taxes other than Taxes to the extent accrued on Purchaser has received the Closing Statement benefits of such Assigned Contracts thereunder and (ii) Seller has complied with Section 1.5; provided, further, however, that (x) in the event Seller is unable to effectively assign and transfer any intercompany or other Assigned Contract to Purchaser and Purchaser is receiving the benefits of such Assigned Contracts thereunder and (y) Seller makes payments due required to Affiliates be made under any such Assigned Contract on behalf of the SellerPurchaser, including Purchaser shall promptly reimburse Seller for all items identified as I/C MascoTech such payments made by Seller on the Closing Statement) Purchaser’s behalf up to the extent accrued or otherwise properly reflected on the Closing Statementan amount not exceeding that amount which Purchaser would have been required to pay under such Assigned Contract if such Assigned Contracts had been effectively assigned to Purchaser; (b) all reclamation liabilities and obligations arising after related to the Closing under the Assigned Contracts in accordance with their respective termsBusiness; (c) all obligations under open customer orders and purchase orders (including any such orders placed with any Affiliate of the Sellers Liabilities relating to products the Business or services of the Business) included in the Assigned Contracts which arose Purchased Assets that have arisen in the ordinary course of business (including, without limitation, undisclosed Liabilities and Liabilities in connection with Environmental Law), excluding, however, any Liabilities relating to: i. amounts owing in connection with the pre-Closing dispute with Western Fuels; ii. all Taxes accrued prior to Closing (other than as set forth in Section 1.7); iii. those Liabilities set forth on Exhibit E attached hereto; iv. those Liabilities set forth on Schedules 4.5 and 4.11; v. employee-related Liabilities occurring prior to, or upon, Closing including those Liabilities in connection with the Pension Plan and the Retiree Medical Benefit Plan and Liabilities under the Worker Adjustment and Retraining Notification Act or any similar state or local Law other than in connection with the transactions contemplated by this Agreement (except those Liabilities set forth in subsections 2.1(e), (g), (h), (i) and (j) below); and vi. Liabilities associated with the dispute with Majestic Petroleum Operations, LLC concerning payment for methane well. (d) all Liabilities of Seller in connection with the Settlement Agreement and Mutual Release, dated as of July 19, 2002, between Seller and Louisiana Generating LLC; (e) all Liabilities pursuant to the Worker Adjustment and Retraining Notification Act or any similar state or local Law arising as a consequence of the Business prior to transactions contemplated hereby or for any action taken by Purchaser after 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 all Liabilities of Seller in connection with the Business and disclosed on Schedule 1.3(f)Encoal facility; (g) all Liabilities related to the liabilities and obligations assumed by the Buyer under Section 6.4Severance Obligations as set forth on Schedule 2.1(g); (h) all Liabilities of Seller under the Retention Agreements set forth on Schedule 2.1(h)(i) between Triton and those parties set forth in Schedule 2.1(h)(ii); (i) Purchaser agrees to provide the Change of Control Benefit specified in the Management Agreement dated September 30, 2002 between Triton and T▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ attached hereto as Exhibit F (the “Management Agreement”), notwithstanding the terms of such agreement, no later than sixty (60) days after the Closing Date unless T▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (i) has been terminated for Cause (as defined in the Management Agreement) or (ii) has resigned his employment with the Company (other than a resignation pursuant to Section 11(b)(iv) of the Management Agreement); (j) all Liabilities related to the employment obligations described under Section 9.2 of this Agreement; and (k) all Liabilities in connection with the Hay Creek Bonus payments. Except as specifically set forth in this Section 2.1, Purchaser assumes no liability or responsibility for any other Liabilities of Seller or the Business, or any other obligation made by Seller in connection with the Purchased Assets, including without limitation those liabilities set forth in subsections (c)(i) through (c)(vi) of this Section 2.1, those liabilities set forth in Section 6.4, and obligations those liabilities associated with or arising from the Excluded Assets (collectively referred to as the “Retained Liabilities”). The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. For the avoidance of doubt, Assumed Liabilities shall not include (i) any Liabilities of Seller under this Agreement or (ii) any Liability of Seller for expenses or fees incident to or arising out of the operation negotiation, preparation, approval or authorization of this Agreement or the consummation (or preparation for the consummation) of the Business after transactions contemplated hereby (including attorney and accountant’s fees) other than the Closing Date; and (i) l liabilities associated with the Assumed Employee Plans. For convenience of reference, the foregoing liabilities Transaction Fees and obligations of the Sellers being assumed by the Buyer are collectively called the "Assumed Obligations" Transaction Taxes which Purchaser is obligated to pay as set forth in thisSection 1.7.

Liabilities Being Assumed. Subject At the Closing, 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 SellersSeller: (a) accounts payable and accrued expenses of the Business (including with respect to QST or GST and 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 StatementTaxes) to the extent accrued or otherwise properly reflected on the Closing StatementBalance Sheet; (b) all liabilities and obligations arising after the Closing under the Assigned Contracts which are effectively assigned to the Buyer in accordance with their respective terms; provided, however, that all liabilities and obligations under Article III and Section 2.2(vi) of the Asset Purchase Agreement, dated May 12, 1995 among the Seller, SportRack Canada Inc., Jean ▇▇▇▇▇▇▇, ▇▇ch▇▇▇ ▇▇▇▇▇▇, ▇▇87988 Canada Inc. and Robe▇▇ ▇▇▇▇▇▇▇▇▇ (▇▇ amended by the First Amendment thereto, dated April 4, 1996 among such parties) (the "Original Purchase Agreement") of the Seller to the extent arising out of or related to periods prior to and including the period ending on the date of the Closing Balance Sheet (the "Excluded Earnout Liabilities") shall not be assumed, paid or performed by the Buyer (it being understood that the Seller shall satisfy the Excluded Earnout Liabilities in full on or prior to the Closing); (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) Business included in the Assigned Contracts which arose in the ordinary course of business of the Business prior to the Closing DateDate or are set forth on Schedule 1.3(c); (d) accrued payroll payroll, sick leave and vacation expenses of the Sellers Seller arising in the ordinary course of business of the Business and relating to the Hired Employees to the extent reflected on the Closing StatementBalance Sheet; (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 6.46.3; (hf) liabilities and obligations arising out of the operation of the Business after the Closing Date; and (ig) l all Claims under warranties or product returns with respect to the sale of products of the Business which arose or may arise before or after the Closing Date; and (h) all Claims, liabilities associated and obligations relating to product liability claims with respect to any products sold by Buyer after the Assumed Employee PlansClosing Date. For convenience of reference, the foregoing liabilities and obligations of the Sellers Seller being assumed by the Buyer are collectively called the "Assumed Obligations" in thisthis Agreement. The Buyer hereby expressly agrees to pay and perform when due all of the Assumed Obligations.