Common use of Assumed Liabilities Clause in Contracts

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume and agree to pay, perform and discharge when due the following obligations of Seller arising in connection with the operation of the Business, as the same shall exist on the Closing Date (the “Assumed Liabilities”), and no others:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume and agree to pay, perform and discharge when due all of the following obligations of Seller (or its applicable subsidiaries) relating exclusively to the Business and arising in connection with the ordinary course of operation of the Business, as Business other than the same shall exist on the Closing Date Retained Liabilities (the “"Assumed Liabilities”"), and no othersincluding but not limited to the following:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will Buyer shall assume and/or accept assignment from Sellers and agree to thereafter pay, perform and or discharge when due in accordance with their terms only the following obligations of Seller arising in connection with the operation of the Business, as the same shall exist on the Closing Date Sellers and no others (the “"Assumed Liabilities”"), and no otherswithout duplication:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant Subject to this Agreement, on the terms and subject to the conditions set forth in of this Agreement, at the Closing, the Purchaser will shall assume and agree to pay, perform discharge or perform, as appropriate, the Assumed Liabilities and discharge when due the following Seller shall have no other obligations of Seller arising in connection with the operation of the Business, as the same shall exist on the Closing Date (the “Assumed Liabilities”), and no others:therewith.

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Purchaser will assume and agree to pay, perform perform, and discharge when due the following obligations of Seller arising in connection with the operation only those Liabilities that are Assumed Liabilities. The assumption of the BusinessAssumed Liabilities by Purchaser will be effected pursuant to the Assignment and Assumption Agreement. For purposes of this Agreement, as the same shall exist on the Closing Date (the “Assumed Liabilities”), and no others” means only the following liabilities of Seller:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closingupon execution and delivery of this Agreement, Purchaser will assume and agree to pay, perform and discharge when due the following obligations of Seller arising in connection with the operation of the Business, as the same shall exist on as of the Closing Date (the “"Assumed Liabilities”"), and no others:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Purchaser will assume and agree to pay, perform and discharge when due the following obligations of Seller arising in connection with the operation or hold Sellers harmless from all of the Business, as the same shall exist on the Closing Date (the “Assumed Liabilities”), . The assumption of the Assumed Liabilities by Purchaser will be effected pursuant to the Assumption Agreement and no others:the Sale Order.

Assumed Liabilities. In connection with Subject to the sale, transfer, conveyance, assignment terms and delivery conditions of the Assets pursuant to this Agreement, including without limitation, the transfer of the Purchased Assets to Purchaser, on the terms and subject to the conditions set forth in this Agreement, at the ClosingClosing Date, Purchaser will assume shall assume, and agree to thereafter honor and fully and timely, pay, perform perform, and discharge when due due, the following liabilities of Sellers and shall perform all duties, responsibilities, and obligations of Seller arising in connection with Sellers under the operation of the Business, as the same shall exist on following from and after the Closing Date (collectively, the “Assumed Liabilities”), and no others:):

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms On and subject to the terms and conditions set forth in this Agreement, at as additional consideration for the ClosingPurchased Assets, Purchaser will assume and agree to pay, perform and discharge when due the following obligations of Seller arising in connection with the operation of the Business, as the same shall exist on the Closing Date (the “Assumed Liabilities”)Buyer shall undertake, assume, perform and otherwise pay, satisfy and discharge, and no othershold the Seller harmless from all of the following Liabilities and Obligations of Seller relating to the Business:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume and agree to pay, perform and discharge when due the following obligations of Seller arising in connection with the operation of the Business, as the same shall exist on the Closing Date (collectively, the “Assumed Liabilities”), and no others:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume and agree to pay, perform and discharge when due the following obligations of Seller arising in connection with the operation of the Business, as the same shall exist on the Closing Date (the “"Assumed Liabilities”"), and no others:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on On the terms and subject to the conditions set forth in this Agreement, at the ClosingClosing and effective as of the Closing Date, Seller shall transfer and assign to Purchaser, and Purchaser will shall assume and agree to shall thereafter pay, perform and discharge as and when due due, the following obligations of Seller arising in connection with the operation of the Business, as the same shall exist on the Closing Date (the “Assumed Liabilities”), and no others:.

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant Subject to this Agreement, on the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller shall assign, and the Purchaser will assume shall assume, and agree to pay, perform or otherwise discharge, only the Liabilities arising (a) after the Closing Date under the Purchased Contracts; and discharge when due (b) after the following obligations of Seller arising Closing Date in connection with or relating to the operation Purchaser’s ownership of the BusinessPurchased Assets and operation and conduct of the Business (collectively, as the same shall exist on the Closing Date (the “Assumed Liabilities”), and no others:.

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Purchased Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at on the ClosingClosing Date, Purchaser will Buyer shall assume and agree to pay, perform and discharge when due only the following obligations of Seller arising in connection with the operation of the Business, as the same shall exist on the Closing Date (the “Assumed Liabilities”), and no others:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Purchaser will Closing the Buyer agrees to assume and agree to pay, perform and discharge when due the following liabilities and obligations, but only to the extent such liabilities or obligations of Seller arising in connection with relate to Purchased Assets which are transferred and assigned to the operation of the Business, as the same shall exist on Buyer or its Designees at the Closing Date or such other later transfer or assignment date expressly provided for in this Agreement (collectively, the “"Assumed Liabilities”), and no others:"):

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will assume on the Closing Date and agree agrees to pay, perform and discharge when due the following obligations of Seller arising in connection with the operation of the Business, as the same shall exist on the Closing Date Company (the “"Assumed Liabilities”"), and no others:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume and agree to pay, perform and discharge when due the following obligations of Seller arising in connection with the operation of the BusinessSeller, as the same shall exist on the Closing Date (the “"Assumed Liabilities”"), and no others:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant Subject to this Agreement, on the terms and subject to the conditions set forth in of this Agreement, at the Closing, Purchaser will shall assume and agree hereby agrees to pay, discharge or perform any and discharge when due all of the following obligations Liabilities of Seller arising Seller, its Affiliates and/or the Purchased Companies, in connection with each case, other than Excluded Business Taxes that are not included as a liability in the operation calculation of the Business, as the same shall exist Closing Date Working Capital on the Post-Closing Date Statement (as adjusted pursuant to Section 2.9(d)) (the “Assumed Liabilities”), and no others:):

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment assignment, and delivery of the Purchased Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will Buyer shall assume and agree to pay, perform perform, and discharge when due due, one hundred percent (100%) of the following obligations of Seller arising in connection with Liabilities pertaining to the operation of the Business, as the same shall exist on the Closing Date Purchased Assets (the “Assumed Liabilities”), and no others:):

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant Subject to this Agreement, on the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller shall assign and transfer to Purchaser, and Purchaser will assume and agree to shall assume, pay, perform and discharge when due the following obligations all Liabilities of Seller arising in connection with other than the operation of the BusinessExcluded Liabilities (collectively, as the same shall exist on the Closing Date (the “Assumed Liabilities”), and no others:.

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Included Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will shall assume and agree to pay, perform and discharge when due pay only the following obligations of Seller arising in connection the Seller, if any, associated with the operation of the Business, as the same shall exist on the Closing Date (the “Assumed Liabilities”), and no others:Included Assets.

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Purchased Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will shall assume and agree to pay, perform and discharge when due the following obligations Liabilities (but not the Excluded Liabilities) of Seller arising in connection with (the operation of the Business"Assumed Liabilities"), as the same shall exist on the Closing Date (the “Assumed Liabilities”), and no othersspecified below:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume and agree to pay, perform and discharge when due the following obligations of Seller Targets arising in connection with the operation of the Business, as the same shall exist on the Closing Date (the “Assumed Liabilities”), and no others:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume and agree to pay, perform and discharge when due the following obligations of Seller the Sellers arising in connection with the operation of the Business, as the same shall exist on the Closing Date (the “Assumed Liabilities”), and no others:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant Subject to this Agreement, on the terms and subject to the conditions set forth in of this Agreement, at the applicable Closing, Purchaser will Buyer shall assume and agree agrees to pay, perform and discharge when due the following obligations any and all Liabilities of Seller arising arising, after such Closing, out of or in connection with (i) the ownership or operation of the Business, as Purchased Assets to be transferred at such Closing and (ii) all Transfer Taxes and Taxes relating to ownership or operation of the same shall exist on Purchased Assets for any taxable year or period (or portion thereof) ending after the Closing Date (collectively, the “Assumed Liabilities”), and no others:.

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume hereby assumes and agree agrees to pay, perform and discharge when due the following obligations of Seller arising in connection with the operation of the Business, as the same shall exist on the Closing Date (the “"Assumed Liabilities”"), and no others:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Closing Purchaser will agrees to assume and agree to pay, perform and discharge when due the following liabilities and obligations, but only to the extent such liabilities or obligations of Seller arising in connection with the operation of the Business, as the same shall exist on relate to Purchased Assets which are transferred and assigned to Purchaser (or its designee) at the Closing Date or such other later transfer or assignment date expressly provided for in this Agreement (collectively, the “Assumed Liabilities”), and no others:"ASSUMED LIABILITIES"):

Assumed Liabilities. In connection with Subject to the sale, transfer, conveyance, assignment and delivery provisions of the Assets pursuant to this Agreement, ------------------- Purchaser agrees that upon transfer of the Purchased Assets on the terms and subject to the conditions set forth in this AgreementClosing Date, at the Closingit shall assume, Purchaser will assume and agree to pay, satisfy, discharge, perform and discharge when due fulfill, to the extent not paid, satisfied, performed, discharged or fulfilled by Seller on or before the Closing Date only the following obligations of Seller arising in connection with (collectively, the operation of the Business, as the same shall exist on the Closing Date (the “"Assumed Liabilities”"), and no others:none other: --------------------

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant Subject to this Agreement, on the terms and subject to the conditions set forth in of this Agreement, at the Closing, Purchaser will shall assume and agree hereby agrees to pay, satisfy, discharge and perform and discharge when due only the following obligations Liabilities of Seller and its Affiliates related to or arising in connection with the operation out of the Business, as Purchased Assets or the same shall exist on the Closing Date Business (the “Assumed Liabilities”), and no others:):

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant (a) Subject to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Closing Seller shall assign and transfer to Purchaser or an Affiliate of Purchaser (as designated by Purchaser) and Purchaser or such Affiliate of Purchaser will agree to assume and agree to pay, perform and discharge when due or perform, as appropriate, only the following liabilities and obligations of Seller arising in connection with the operation of the Business, as the same shall exist on the Closing Date (the “"Assumed Liabilities”), and no others:"):

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Purchaser will assume and agree to pay, perform perform, and discharge when due the following obligations of Seller arising in connection with the operation only those Liabilities that are Assumed Liabilities. The assumption of the BusinessAssumed Liabilities by Purchaser will be effected pursuant to the Assignment and Assumption Agreement. For purposes of this Agreement, as the same shall exist on the Closing Date (the “Assumed Liabilities”), and no others” shall mean only the following liabilities of the Seller Group:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Purchased Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume and agree to pay, perform and discharge when due the following obligations of Seller arising in connection with the operation of the BusinessSeller, as the same shall exist on the Closing Date (the “Assumed Liabilities”), and no others:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant Subject to this Agreement, on the terms and subject to the conditions set forth in of this Agreement, at the Closing, Purchaser will shall assume and agree to pay, discharge or perform and discharge when due only the following obligations Liabilities of Seller arising in connection with the operation of the BusinessSellers (collectively, as the same shall exist on the Closing Date (the “Assumed Liabilities”), ) and no others:other Liabilities of Sellers (or any of their Affiliates):

Assumed Liabilities. In Except as set forth in Section 1.4 below, in connection with the sale, transfer, conveyance, assignment and delivery of the Purchased Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will assume on the Closing Date and agree agrees to pay, perform and discharge when due the following obligations of the Seller arising in connection with the operation of the Business, as business of the same shall exist on the Closing Date Seller (the “Assumed Liabilities”), and no others:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Purchased Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will shall assume and agree to pay, perform and discharge when due the following obligations of Seller arising in connection with the operation of the Business, as the same shall exist on the Closing Date (the “Assumed Liabilities”)Date, and no others:others (the "Assumed Liabilities"):

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Purchased Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume and agree to pay, perform and discharge when due the following obligations of Seller arising in connection with the operation of the Business, Assumed Liabilities as the same shall exist on the Closing Date (the “Assumed Liabilities”)Date, and no others:.

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets to the Purchaser pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume and agree to pay, perform and discharge when due pay only those liabilities exclusively pertaining to the following obligations of Seller arising in connection with the operation of the Business, as the same shall exist Assets that are set forth on the Closing Date Schedule 1.3 attached hereto (the “Assumed Liabilities”), and no others:.

Assumed Liabilities. In connection with the sale, transfer, ------------------- conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume and agree to pay, perform and discharge when due only the following obligations of Seller arising in connection with the operation of the Business, as the same shall exist on the Closing Date (the “"Assumed Liabilities”"), and no others:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Transferred Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at immediately prior to the Closing, Purchaser the Company will assume and agree to pay, perform and discharge when due the following obligations of Seller arising solely in connection with the operation of the Business, as the same shall exist on the Closing Date (the “"Assumed Liabilities”"), and no others:

Assumed Liabilities. In connection with the sale, transfer, ------------------- conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume and agree to pay, perform and discharge when due the following obligations of Seller arising in connection with the operation of the Business, as the same shall exist on or after the Closing Date (collectively with the “Current Liabilities described in Section 1.03, the "Assumed ------------ ------- Liabilities”"), and no others:: -----------

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume and agree to pay, perform and discharge when due the following obligations of Seller arising in connection with the operation of the Business, as the same shall exist on the Closing Date (the “Assumed Liabilities”), and no others:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant Subject to this Agreement, on the terms and subject to conditions of this Agreement and as partial consideration for the conditions set forth in this Agreementpurchase of the Purchased Assets, Buyer will, at the Closing, Purchaser will assume and agree to thereafter pay, perform and discharge when due in accordance with their terms the following liabilities and obligations of Seller arising in connection with after the operation Closing under the Assumed Contracts, but not including any liability or obligation under any of the Business, as the same shall exist on Assumed Contracts arising prior to the Closing Date (collectively, the “"Assumed Liabilities”"), and no others:.

Assumed Liabilities. In connection with the sale, ------------------- transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume and agree to pay, perform and discharge when due the following obligations of Seller arising in connection with the operation conduct of the Business, as the same shall exist on the Closing Date (the “"Assumed Liabilities”"), and no others:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume and agree to pay, perform and discharge when due the following obligations of Seller Sellers arising in connection with the operation of the Business, as the same shall exist on the Closing Date (the “"Assumed Liabilities”"), and no others:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser Parent and Purchasers will assume and agree to pay, perform and discharge when due the following obligations of Seller Sellers arising in connection with the operation of the Business, as the same shall exist on the Closing Date (the “"Assumed Liabilities”"), and no others:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume and agree to pay, perform and discharge when due the following obligations of Seller Sellers (without duplication) arising in connection with the operation of the BusinessBusiness or relating to the Assets, as the same shall exist on the Closing Date Date, (collectively, the “"Assumed Liabilities”), and no others:"):

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Seller Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume and agree to pay, perform and discharge when due the following obligations of Seller arising in connection with the operation of the Business, as the same shall exist on the Closing Date (the “"Assumed Liabilities”"), and no others:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on Upon the terms and subject to the conditions set forth in this Agreement, at on the ClosingClosing Date, Purchaser will shall execute and deliver to Sellers an assumption and assignment agreement (in form and content reasonably satisfactory to the Parties) (the “Assumption and Assignment Agreement”) pursuant to which Purchaser shall assume and agree to paydischarge, perform and discharge when due (in accordance with its respective terms and subject to the respective conditions thereof), only the following obligations of Seller arising in connection with the operation of the Business, as the same shall exist on the Closing Date Liabilities (without duplication) (collectively the “Assumed Liabilities”), ) and no others:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser Buyer will assume and agree to pay, perform and discharge when due the following obligations of Seller arising in connection with the operation of the BusinessBusiness set forth in the following Sections 1.3(a) through 1.3(l), as the same shall --------------- ------ exist on the Closing Date (the “"Assumed Liabilities”"), and no others:: -------------------

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Closing Purchaser will assume and agree to pay, perform and discharge discharge, as and when due the following obligations due, all Liabilities of Seller arising Sellers described in connection with the operation Section 1.02 of the BusinessDisclosure Schedule and any other Liabilities incurred by any Seller in the ordinary course of business between the date of this Agreement and the Closing Date, as the same shall exist on or after the Closing Date Date, except contingent Liabilities (collectively, the “"Assumed Liabilities”"), and no others:.

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume and agree to pay, perform and discharge when due the following obligations of the Seller arising in connection with the operation of the Business, as the same shall exist on the Closing Date (the “"Assumed Liabilities”"), and no others: