Common use of Payment of Retained Liabilities Clause in Contracts

Payment of Retained Liabilities. Company shall pay, or make adequate provision for the payment, in full all of the debts, liabilities and obligations of Company other than those expressly assumed by Buyer pursuant to this Agreement (the “Retained Liabilities”). If any Retained Liabilities are not so paid or provided for and Buyer determines that failure to make any payments will impair Buyer’s use or enjoyment of the Acquired Assets or conduct of the business previously conducted by Company with the Acquired Assets, Buyer may, at any time after the Closing Date, elect to make all such payments directly (but shall have no obligation to do so) and set off and deduct the full amount of all such payments from the first maturing installments pursuant to Section 1.2(b).