Common use of Liabilities Not Assumed by Buyer Clause in Contracts

Liabilities Not Assumed by Buyer. Buyer shall not assume -------------------------------- any liabilities of Seller except those described in Section 1.3 hereof. In addition, Buyer shall not assume the Toyota-Lexus automobile lease referenced in Schedule 4.15. Specifically, Buyer is not assuming any disclosed or undisclosed liabilities of any nature not included as Assumed Liabilities relating to the Business or its operation prior to the Closing Date, including any payments due suppliers under any contracts or commitments not included as Assigned Contracts, taxes of any kind, salaries, bonuses or any other amounts due Seller's employees for the period prior to the Closing Date, pension or any other liability to any of Seller's employees for the period prior to the Closing Date, or liabilities resulting from any products sold by Seller prior to the Closing Date in excess of the Assumed Warranties. Seller shall promptly pay when due or otherwise discharge all liabilities relating to the Business and its operations prior to the Closing Date that are not Assumed Liabilities; provided that Seller shall be entitled to contest any liabilities in good faith so long as no lien or charge is imposed on the Purchased Assets or Buyer as a result thereof. To the extent that Seller shall require parts or other inventory after the Closing to satisfy its warranty obligations or liabilities, Buyer shall supply such parts or other inventory to Seller at Buyer's normal and customary prices and charges which shall be commercially reasonable.

Liabilities Not Assumed by Buyer. Buyer shall not assume -------------------------------- any liabilities of Seller Superior except those described in Section 1.3 hereof. In addition, Buyer shall not assume the Toyota-Lexus automobile lease referenced in Schedule 4.15. Specifically, Buyer is not assuming any disclosed or undisclosed liabilities of any nature not included as Assumed Liabilities relating to the Business or its operation prior to the Closing Date, including any payments due suppliers under any contracts or commitments not included as Assigned Contracts, taxes of any kind, salaries, bonuses or any other amounts due SellerSuperior's employees for the period prior to the Closing Date, pension or any other liability to any of SellerSuperior's employees for the period prior to the Closing Date, or liabilities resulting from any products sold by Seller Superior prior to the Closing Date in excess of the Assumed Warranties. Seller Superior shall promptly pay when due or otherwise discharge all liabilities relating to the Business and its operations prior to the Closing Date that are not Assumed Liabilities; provided that Seller Superior shall be entitled to contest any liabilities in good faith so long as no lien or charge is imposed on the Purchased Assets or Buyer as a result thereof. To the extent that Seller Superior shall require parts or other inventory after the Closing to satisfy its warranty obligations or liabilities, Buyer shall supply such parts or other inventory to Seller Superior at Buyer's normal and customary prices and charges which shall be commercially reasonable.