Common use of Satisfaction of Liabilities Clause in Contracts

Satisfaction of Liabilities. The Seller and the Shareholders will pay and perform, as and when due, all Liabilities (other than the Assumed Liabilities) relating to the Seller, the business of the Seller and the Acquired Assets, including without limitation, all Taxes attributable to the transactions contemplated by this Agreement and all accrued vacation and other accrued employee benefits; provided, however, that accrued vacation and other accrued employee benefits with respect to those persons who are employees of the Seller as of immediately prior to the Closing Date and who become employees of the Buyer effective as of the Closing will be satisfied as set forth in Section 2.3(b). In addition, the Seller and the Shareholders will pay to the Buyer an amount equal to the portion of the personal property taxes on the Acquired Assets of the Seller attributable to the period from January 1, 1997 to the Closing Date (the "Pre-Closing Personal Property Tax Amount"). The Pre-Closing Personal Property Tax Amount payable by the Shareholders and the Seller will be determined by prorating personal property taxes on the Acquired Assets of the Seller for 1997 in proportion to the number of days in the year prior to the Closing Date compared to the number of days in the year remaining after the date on which the Closing occurs. If the actual Pre-Closing Personal Property Tax Amount exceeds the estimated Pre-Closing Personal Property Tax Amount used for purposes of Section 2.3(a), the Seller and the Shareholders shall pay such excess amount to the Buyer within five days after their receipt of notice from the Buyer stating the amount payable by them and a copy of the invoices from Governmental Authorities relating thereto. If the estimated Pre-Closing Personal Property Tax Amount used for purposes of Section 2.3(a) exceeds the actual Pre-Closing Personal Property Tax Amount, the Buyer shall pay such excess amount to the Seller within five days of receipt of the invoices from Governmental Authorities relating thereto. Further, the Seller and the Shareholders, at their expense, promptly will take or cause to be taken any action necessary to remedy any failure of the Premises or the acquired business to comply at the Closing Date with any Legal Requirement, upon receipt of notice from the Buyer at any time. The Buyer will pay and perform, as and when due (except to the extent the validity thereof or the liability therefor is being contested by the Buyer), the Assumed Liabilities.

Satisfaction of Liabilities. (a) The Seller and the Shareholders Shareholder will pay and perform, as and when due, all Liabilities (other than the Assumed Liabilities) relating to the Seller, the business and activities of the Seller and the Acquired Seller Assets, including including, without limitation, all Taxes attributable to the transactions contemplated by this Agreement and all accrued vacation and other accrued employee benefits; provided, however, that accrued vacation and other accrued employee benefits with respect to those persons who as of the applicable Closing Date are employees of the Seller as of immediately prior to the Closing Date and who become employees of the Buyer effective as of in connection with the Closing corresponding to such Closing Date will be satisfied as set forth in Section 2.3(b). In addition, by payment of the amount thereof by the Seller and the Shareholders will pay to the Buyer an amount equal as the Buyer provides such benefits or makes cash payments in lieu thereof to such employees. The Partnership, the portion Shareholder and the Partner will pay and perform, as and when due, all Liabilities of the personal property taxes on Partnership, the business of the Partnership and the Acquired Assets of the Seller Partnership Assets, including, without limitation, all Taxes attributable to the period from January 1, 1997 to the Closing Date (the "Pre-Closing Personal Property Tax Amount"). The Pre-Closing Personal Property Tax Amount payable transactions contemplated by the Shareholders and the Seller will be determined by prorating personal property taxes on the Acquired Assets of the Seller for 1997 in proportion to the number of days in the year prior to the Closing Date compared to the number of days in the year remaining after the date on which the Closing occurs. If the actual Pre-Closing Personal Property Tax Amount exceeds the estimated Pre-Closing Personal Property Tax Amount used for purposes of Section 2.3(a), the Seller and the Shareholders shall pay such excess amount to the Buyer within five days after their receipt of notice from the Buyer stating the amount payable by them and a copy of the invoices from Governmental Authorities relating thereto. If the estimated Pre-Closing Personal Property Tax Amount used for purposes of Section 2.3(a) exceeds the actual Pre-Closing Personal Property Tax Amount, the Buyer shall pay such excess amount to the Seller within five days of receipt of the invoices from Governmental Authorities relating theretothis Agreement. Further, the Seller and the ShareholdersShareholder, at their expense, will, upon receipt of notice from the Buyer at any time, promptly will take or cause to be taken any action necessary to remedy any failure of the Premises or the acquired business to comply at the applicable Closing Date with any Legal Requirement. (b) The Seller will pay to the applicable Governmental Authorities, upon receipt of notice on or before December 20, 1996, all personal property taxes on the Acquired Seller Assets and the Acquired Partnership Assets attributable to the period from January 1, 1996 to and including December 31, 1996. If the Second Closing occurs, the Buyer at any time. will be responsible for all personal property taxes on the Second Closing Acquired Seller Assets and the Acquired Partnership Assets attributable to the period commencing on January 1, 1997, including, without limitation those attributable to the period from January 1, 1997 to and including the date on which the Second Closing occurs. (c) The Buyer will pay and perform, as and when due (except to the extent the validity thereof or the liability therefor is being contested by the Buyer), the Assumed Liabilities.

Satisfaction of Liabilities. The Seller and the Shareholders will pay and perform, as and when due, all Liabilities (other than the Assumed Liabilities) relating to the Seller, the business of the Seller and the Acquired Assets, including without limitation, all Taxes attributable to the transactions contemplated by this Agreement and all accrued vacation and other accrued employee benefits; provided, however, that accrued vacation and other accrued employee benefits with respect to those persons who are employees of the Seller as of immediately prior to the Closing Date and who become employees of the Buyer effective as of the Closing will be satisfied paid by Seller and the Shareholders to Buyer as set forth the Buyer provides such benefits or makes cash payments in Section 2.3(b)lieu thereof to such employees, each such payment to be made within ten days after receipt of Buyer's statement therefor. In addition, the Seller and the Shareholders will pay to the Buyer an amount equal to the portion of the personal property taxes on the Acquired Assets of the Seller attributable to all periods prior to the Closing Date, including, without limitation, the period from January 1, 1997 to the Closing Date (the "Pre-Closing Personal Property Tax Amount"). The Pre-Closing Personal Property Tax Amount payable by the Shareholders and the Seller will be determined by prorating personal property taxes on the Acquired Assets of the Seller for 1997 in proportion to the number of days in the year prior to the Closing Date compared to the number of days in the year remaining after the date on which the Closing occurs. If The Seller and the actual Shareholders shall pay the Pre-Closing Personal Property Tax Amount exceeds the estimated Pre-Closing Personal Property Tax Amount used for purposes of Section 2.3(a), the Seller and the Shareholders shall pay such excess amount to the Buyer within five days after their receipt of notice from the Buyer stating the amount payable by them and a copy of the invoices from Governmental Authorities relating thereto. If the estimated Pre-Closing Personal Property Tax Amount used for purposes of Section 2.3(a) exceeds the actual Pre-Closing Personal Property Tax Amount, the Buyer shall pay such excess amount to the Seller within five days of receipt of the invoices from Governmental Authorities relating thereto. Further, the Seller and the Shareholders, at their expense, promptly will take or cause to be taken any action necessary to remedy any failure of the Premises or the acquired business to comply at the Closing Date with any Legal Requirement, upon receipt of notice from the Buyer at any time. The Buyer will pay and perform, as and when due (except to the extent the validity thereof or the liability therefor is being contested by the Buyer), the Assumed Liabilities.

Satisfaction of Liabilities. The Seller and the Shareholders will pay and perform, as and when due, all Liabilities (other than the Assumed Liabilities) relating to the Seller, the business of the Seller and the Acquired Assets, including without limitation, all Taxes attributable to other than the transactions contemplated by this Agreement and all accrued vacation and other accrued employee benefits; provided, however, that accrued vacation and other accrued employee benefits with respect to those persons who are employees of the Seller as of immediately prior to the Closing Date and who become employees of the Buyer effective as of the Closing will be satisfied as set forth in Section 2.3(b)Assumed Liabilities. In addition, the Seller and the Shareholders will pay to the Buyer an amount equal to the portion of the personal property taxes on the Acquired Assets of the Seller attributable to the period from January 1, 1997 1996 to and including the date on which the Closing Date occurs (the "Pre-Closing Personal Property Tax Amount"). The Pre-Closing Personal Property Tax Amount payable by the Shareholders and the Seller will be determined by prorating personal property taxes on the Acquired Assets of the Seller for 1997 1996 in proportion to the number of days in the year prior to and including the date on which the Closing Date occurs compared to the number of days in the year remaining after the date on which the Closing occurs. If the actual Pre-Closing Personal Property Tax Amount exceeds the estimated Pre-Closing Personal Property Tax Amount used for purposes of Section 2.3(a), the Seller Shareholders and the Shareholders Sellers shall pay such excess amount to the Buyer within five days after their receipt of notice from the Buyer stating the amount payable by them and a copy of the invoices from Governmental Authorities relating thereto. If the estimated Pre-Closing Personal Property Tax Amount used for purposes of Section 2.3(a) exceeds the actual Pre-Pre- Closing Personal Property Tax Amount, the Buyer shall pay such excess amount to the Seller within five days of receipt of the invoices from Governmental Authorities relating thereto. The Buyer will pay and perform, as and when due (except to the extent the validity thereof or the liability therefor is being contested by the Buyer), the Assumed Liabilities. Further, the Seller and the Shareholders, at their expense, promptly will take or cause to be taken any action necessary to remedy any failure of the Premises or the acquired business to comply at the Closing Date with any Legal Requirement, upon receipt of notice from the Buyer at any time. The Buyer will pay and perform, as and when due (except to the extent the validity thereof or the liability therefor is being contested by the Buyer), the Assumed Liabilities.

Satisfaction of Liabilities. The Seller Sellers and the Shareholders Shareholder will pay and perform, as and when due, all Liabilities (other than the Assumed Liabilities) relating to the any Seller, the business of the any Seller and the Acquired Assets, including including, without limitation, all Taxes attributable to the transactions contemplated by this Agreement and all accrued vacation and other accrued employee benefits; provided, however, that accrued vacation and other accrued employee benefits with respect to those persons who are employees of the any Seller as of immediately prior to the Closing Date and who become employees of the Buyer effective as of the Closing will be satisfied as set forth in Section 2.3(b). In addition, the Seller Sellers and the Shareholders Shareholder will pay to the Buyer an amount equal to the portion of the personal property taxes on the Acquired Assets of the Seller Sellers attributable to the period from January 1, 1997 to and including the date on which the Closing Date occurs (the "Pre-Closing Personal Property Tax Amount"). The Pre-Closing Personal Property Tax Amount payable by the Shareholders Sellers and the Seller Shareholder will be determined by prorating personal property taxes on the Acquired Assets of the Seller Sellers for 1997 in proportion to the number of days in the year prior to and including the date on which the Closing Date occurs compared to the number of days in the year remaining after the date on which the Closing occurs. If the actual Pre-Closing Personal Property Tax Amount exceeds the estimated Pre-Closing Personal Property Tax Amount used for purposes of Section 2.3(a), the Seller Sellers and the Shareholders Shareholder shall pay such excess amount to the Buyer within five days after their receipt of notice from the Buyer stating the amount payable by them and a copy of the invoices from Governmental Authorities relating thereto. If the estimated Pre-Closing Personal Property Tax Amount used for purposes of Section 2.3(a) exceeds the actual Pre-Closing Personal Property Tax Amount, the Buyer shall pay such excess amount to the Seller Sellers within five days of receipt of the invoices from Governmental Authorities relating thereto. Further, the Seller and the Shareholders, at their expense, promptly will take or cause to be taken any action necessary to remedy any failure of the Premises or the acquired business to comply at the Closing Date with any Legal Requirement, upon receipt of notice from the Buyer at any time. The Buyer will pay and perform, as and when due (except to the extent the validity thereof or the liability therefor is being contested by the Buyer), the Assumed Liabilities. Further, the Sellers and the Shareholder, at their expense, promptly will take or cause to be taken any action necessary to remedy any failure of the Premises or the acquired businesses to comply at the Closing Date with any Legal Requirement, upon receipt of notice from the Buyer at any time.

Satisfaction of Liabilities. The Seller Seller, the Corporation and the Shareholders will pay and perform, as and when due, all Liabilities (other than the Assumed Liabilities) relating to the Seller, the Corporation, the business of the Seller or the Corporation, the Acquired Assets and the Acquired Assetstransfer of the Seller Assets from the Corporation to the Seller, including without limitation, all Taxes attributable to the transactions contemplated by this Agreement and all accrued vacation and other accrued employee benefits; provided, however, that accrued vacation and other accrued employee benefits with respect to those persons who are employees of the Seller as of immediately prior to the Closing Date and who become employees of the Buyer effective as of the Closing will be satisfied as set forth in Section 2.3(b). In addition, the Seller Seller, the Corporation and the Shareholders will pay to the Buyer an amount equal to the portion of the personal property taxes on the Acquired Assets of the Seller or the Corporation attributable to the period from January 1, 1997 to the Closing Date (the "Pre-Closing Personal Property Tax Amount"). The Pre-Closing Personal Property Tax Amount payable by the Shareholders Shareholders, the Corporation and the Seller will be determined by prorating personal property taxes on the Acquired Assets of the Seller for 1997 in proportion to the number of days in the year prior to the Closing Date compared to the number of days in the year remaining after the date on which the Closing occurs. If the actual Pre-Closing Personal Property Tax Amount exceeds the estimated Pre-Closing Personal Property Tax Amount used for purposes of Section 2.3(a), the Seller Seller, the Corporation and the Shareholders shall pay such excess amount to the Buyer within five days after their receipt of notice from the Buyer stating the amount payable by them and a copy of the invoices from Governmental Authorities relating thereto. If the estimated Pre-Closing Personal Property Tax Amount used for purposes of Section 2.3(a) exceeds the actual Pre-Closing Personal Property Tax Amount, the Buyer shall pay such excess amount to the Seller and the Corporation within five days of receipt of the invoices from Governmental Authorities relating thereto. Further, the Seller Seller, the Corporation and the Shareholders, at their expense, promptly will take or cause to be taken any action necessary to remedy any failure of the Premises or the acquired business to comply at the Closing Date with any Legal Requirement, upon receipt of notice from the Buyer at any time. The Buyer will pay and perform, as and when due (except to the extent the validity thereof or the liability therefor is being contested by the Buyer), the Assumed Liabilities.