Common use of Liabilities Being Assumed Clause in Contracts

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. 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.-LuboireSt. 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.