Liabilities Assumed by Purchaser. Upon the terms and subject to the conditions of this Agreement, and in reliance on the representations, warranties, covenants and agreements made by Seller herein, effective as of the Closing Date, Purchaser shall assume and be obligated pursuant to this Agreement to pay when due, perform, or discharge only the debts, claims, liabilities, obligations, and expenses described below and on Schedule 1.1(c) (collectively, the “Assumed Liabilities”):
Liabilities Assumed by Purchaser. 12 3.2 Liabilities Not Assumed by Purchaser..............................................................13
Liabilities Assumed by Purchaser. As further consideration for the purchase of the Acquired Assets and consummation of the other transactions contemplated hereby, on the Closing Date, Purchaser shall assume and agree to perform and discharge in full, when due, the liabilities of Seller and the Business arising under or associated with (collectively, the “Assumed Liabilities”):
Liabilities Assumed by Purchaser. As further consideration for the purchase of the Acquired Assets and consummation of the other transactions contemplated hereby, on the Closing Date, Purchaser shall, and Parent shall cause Purchaser to, assume and agree to pay, perform and discharge in full, when due, the following liabilities of Seller with respect to the Business (the "Assumed Liabilities") by execution and delivery to Seller of an instrument of assumption reasonably satisfactory to Seller (the "Instrument of Assumption"):
Liabilities Assumed by Purchaser. The assets and liabilities of the Corporation are as quantified and described in the Financial Statements (as defined below). The valuation of the assets and liabilities of the Corporation shall be agreed to by Purchaser and Sellers at Closing. Loans payable due each of the Sellers under Long Term Liabilities on the preliminary balance sheet at Closing shall be obligations of Sellers and shall be removed from the final balance sheet as of Closing. In the event that the remaining net assets, assets less liabilities, of the Corporation is negative the Sellers agree to reduce amounts owed to them by the Corporation, which are disclosed under current liabilities on the Closing balance sheet, in order to adjust net assets to zero (0). If, after reducing all amounts due Sellers as of Closing, net assets of the Corporation remain negative the Purchase Price shall be reduced by such negative amount and shall be applied against the first cash payment. Other than as included in the Financial Statements and as otherwise may be agreed to by the parties pursuant to this Agreement, Purchaser and Sellers agree that Purchaser shall not assume, nor shall Purchaser in any way be deemed responsible for, any other liability, obligation, claim or commitment, contingent, actual or otherwise, known or unknown , of the Corporation, or any of its, directors, officers, employees or agents (including Sellers), it being expressly understood and agreed that Sellers shall be responsible for any such undisclosed liabilities up to and including the Closing Date, including, but not limited to, any undisclosed sales, income, payroll or other taxes, and any undisclosed obligations to suppliers (of goods or services), distributors, warehouses, shippers, truckers, attorneys, accountants, lenders, employees, officers and directors, and contractors. Notwithstanding the preceding sentence, Purchaser specifically agrees that it will, at and upon the Closing, assume those certain liabilities and obligations contained in the Financial Statements and as fully set forth in Schedule “C” attached hereof and made a part hereof (the “Assumed Liabilities”) including, without limitation, those certain accounts payable to Wxxxxxxx Distillers (for production of Olifant Vodka prior to the December 1, 2008). Purchaser agrees to pay on terms that purchaser reserves the right to negotiate the payment and timing of payment with Wxxxxxxx Distiller, those account payables fully set forth in Schedule "C" owed to Wxx...
Liabilities Assumed by Purchaser. At the Closing, Purchaser shall assume and agree to pay and perform when due (or reimburse Sellers, to the extent applicable, for any liabilities under subsection (d) below paid by Sellers) the executory liabilities and obligations of the assigning Seller, which except in the case of subsection (d) below, arise after the Effective Time with respect to each of the following (the "Assumed Liabilities"):
Liabilities Assumed by Purchaser under Section 6.02(b)
Liabilities Assumed by Purchaser. As used in this Agreement, the term “liability” shall mean and include any direct or indirect Indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation, performance requirement or responsibility, fixed or unfixed, contingent, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured. At the Closing, Purchaser (or a Subsidiary or Affiliate of Purchaser designated by Purchaser) will assume and agree to perform and discharge the liabilities of Seller, as of the Closing Date, arising from (collectively, the “Assumed Liabilities”): (i) the Maintenance and Support Contracts; (ii) the Open Customer Contracts, it being understood that Purchaser’s assumed obligations with respect to the Open Customer Contracts shall be limited to the specific period of time or number of man-hours, as the case may be, disclosed by Seller in Schedule 6.10 as being required to complete the outstanding work as of the Closing Date; (iii) the Assumed Contracts; and (iv) the Assumed Supplier Obligations specifically set forth and agreed to be assumed in Schedule 3.1.
Liabilities Assumed by Purchaser. (a) Purchaser, in connection with the purchase of the Assets, at the Closing, shall assume the following liabilities and obligations of Seller ("ASSUMED LIABILITIES"): (i) all liabilities and obligations of Seller that arise due to any occurrence subsequent to the Closing, or due to an action or omission of Purchaser or in connection with the operation of the Business, subsequent to the Closing, and to the extent that such liabilities and obligations are by their terms to be performed after the Closing under the terms of a Contract, agreement, license, sales order, purchase order or other commitment (including Permits as defined in Section 4.10(A)) that is assigned to Purchaser hereunder and that is listed on Schedule 1.1(c) other than liabilities and obligations arising out of the breach by Seller, of any such Contract, agreement, license, sales order, purchase order or other commitment, provided that as a condition to such assumption of each loan set forth on Schedule 1.1(c), Purchaser must reach accommodation prior to Closing with each of Seller's lenders and must be permitted to assume each such loan, and (ii) the Accounts Payable as set forth on the Accounts Payable Schedule, as defined in Section 6.7 (c). At the Closing, the aggregate of the (A) Accounts Payable, (B) the loans and obligations set forth on Schedule 1.1(c) and (C) any and all other liabilities of Seller of any nature assumed under this Agreement, with the exception of those contracts included in SCHEDULE 1.3(E), shall not exceed the Accounts Receivable Certification, as defined in Section 6.7(b) ("AGGREGATE SPECIFIC ASSUMED LIABILITIES").
Liabilities Assumed by Purchaser. Subject to the terms and conditions herein set forth, at the Closing, Purchaser shall assume and agree to pay, perform or otherwise discharge the liabilities and obligations of Seller (i) incurred on and after the Closing Date as a result of events occurring on or after the Closing Date under the Purchased Contracts and agrees to be bound by the obligations of Seller thereunder; and (ii) the liabilities of Seller under any product warranties relating to products sold by Seller regardless of when sold.
