Limited Assumption of Liabilities. The Purchaser hereby agrees that at the Closing it will assume and undertake to pay, satisfy or discharge such of the remaining unfulfilled obligations of Sellers as set forth on the Sellers' March 31, 1997 balance sheets delivered to the Purchaser plus liabilities incurred by the Sellers in the ordinary course of business since March 31, 1997 (including a maximum of $13,000,000 of Assumed Debt) to the extent and only to the extent that such liability or obligation is not in default, or been accelerated (or would be in default or accelerated with the passage of time or the giving of notice) (the "Assumed Liabilities"); provided, however, that the Assumed Liabilities shall include the amounts set forth in Schedule 1.03 attached hereto, and which relate to taxes assessed on property owned by the Sellers on January 1, 1997, but not due until December 31, 1997; and provided further, that the Assumed Liabilities shall also include up to $13,000,000 of Assumed Debt, notwithstanding the fact that the transactions contemplated hereby could give rise to a default or acceleration under the terms of some or all of the instruments and agreements relating to the Assumed Debt. Except as expressly provided in this Section 1.03, the Purchaser shall not assume any liability or obligation of the Sellers, fixed or contingent, disclosed or undisclosed, or any liability for any claims, debts, defaults, duties, obligations or liabilities of the Sellers of any kind or nature, whether known or unknown, contingent or fixed, all of which, to the extent that they exist from and after the Closing, shall be retained by the Sellers (the "Retained Liabilities"). In particular, the Retained Liabilities shall include (a) all intercompany liabilities or other obligations of the Sellers (or any of them) to Shareholder or any of his affiliates not disclosed to the Purchaser in the Schedules to this Agreement, (b) any liability or obligation of the Shareholder, the Sellers or any of them for any foreign, federal, state, commonwealth, county or local taxes of any kind or nature (including any interest or penalties thereon) applicable to the transfer of the Property, including without limitation, sale or use taxes due to the Closing, other than a maximum of $25,000 of tax incurred for transfer of the title to the vehicles owned by the Sellers which shall be assumed by the Purchaser, (c) any defects in any products manufactured, sold or leased by either the Sellers or services performed by eithe...
Limited Assumption of Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge the liabilities and obligations set forth on Schedule 1.03 hereto and all others relating to the Assigned Contracts (i) to the extent arising after the Closing (as defined herein), and (ii) to the extent that such liabilities and obligations do not relate to any breach, default or violation by Seller on or prior to the Closing (collectively, the “Assumed Liabilities”). Other than the Assumed Liabilities, Buyer shall not assume any liabilities or obligations of Seller of any kind, whether known or unknown, contingent, matured or otherwise (the “Excluded Liabilities”), which shall include, but not be limited to (i) any claim, action, suit, proceeding or governmental investigation (collectively, any “Action”) prior to or at the Closing; (ii) (A) any Liability of Seller for Taxes, (B) any Taxes arising as a result of the operation of the Business or the leasing, ownership, operation or use of the Purchased Assets prior to the Closing, including Straddle Period Taxes allocated to the Pre-Closing Tax Period, as determined under Section 5.05(b), (C) any Transfer Taxes, as provided in Section 5.02(c), and (D) any liability of Seller for the Taxes of any Person as a transferee or successor, by contract, or otherwise; (iii) any obligation or liability to any Person for any broker’s, finder’s, agent’s or similar fee (whether in connection with the transactions contemplated by this Agreement or otherwise); and (iv) any other liability of Seller, in the case of each of (i)-(iv) whether or not disclosed.
Limited Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities (but only the Assumed Liabilities) at the Closing. The Buyer will not, however, assume or have any responsibility with respect to any of the Excluded Liabilities, and the Buyer shall not be deemed by anything contained in this Agreement to have assumed or become responsible for any Liability of the Seller not constituting an Assumed Liability. Each and all Excluded Liabilities shall remain the responsibility of the Seller subsequent to the Closing.
Limited Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, Buyer (or its designee) agrees to assume and become responsible, from and after the Closing, for the following Liabilities of MII Life, and no other Liabilities of MII Life of any type (the “Assumed Liabilities”):
Limited Assumption of Liabilities. 6 2.3 Closing.................................................................6 2.4
Limited Assumption of Liabilities. Purchaser will assume no liabilities or obligations of Seller except customer support obligations and obligations for performance under the Assigned Contracts that arise after the Closing Date. For the avoidance of doubt, Purchaser will not be liable for any obligation or breach by Seller occurring or arising prior to the Closing Date.
Limited Assumption of Liabilities. Subject to the provisions of this Agreement, at the Closing, Purchaser shall assume only those debts, liabilities, obligations, commitments and contracts of the Seller which are set forth on Schedule 1.2. THE PURCHASER IS ------------ NOT ASSUMING ANY OTHER LIABILITIES, OBLIGATIONS, COMMITMENTS OR CONTRACTS WHATSOEVER. The debts, liabilities, obligations, commitments and contracts specified above to be assumed by Purchaser under this Agreement are referred to collectively as the "Assumed Liabilities". The Assumed Liabilities shall, without limitation, exclude all debts, liabilities, obligations, commitments and contracts not specifically identified in Schedule 1.2; (i) all tort claims ------------ asserted against Seller or Transcend or the Business or claims against Seller or Transcend or the Business for breach of contract or breach of warranty, which are based on acts or omissions occurring before the Closing; (ii) all liability related to environmental matters which originate prior to the Closing Date; (iii) any contract or agreement of Seller not expressly listed as an assigned contract on the Schedule 2.10 to this Agreement; (iv) any liabilities or ------------- obligations under any real property leases for periods prior to the Closing; (v) any obligations or liabilities to any employee of any Seller unless expressly set forth on Schedule 1.2 and then only in the amount set forth on said Schedule ------------ -------- 1.2; and (vi) any liabilities for taxes of any kind, including, without --- limitation, sales, income or withholding taxes resulting from the operation of the Business prior to Closing.
Limited Assumption of Liabilities. Buyer hereby agrees to assume, as of the Closing Date, and agrees to pay, perform and discharge when due, only the following liabilities, responsibilities and obligations of Sellers relating to the Business and the Purchased Assets, thereafter arising (collectively, the “Assumed Liabilities”):
Limited Assumption of Liabilities. On the terms and subject to the conditions set forth herein, at the Closing, Purchasers shall assume, and agree to pay, perform and discharge in due course, those liabilities and obligations of Sellers with respect to the Purchased Agreements, but in each case only to the extent that such obligations under the Purchased Agreements accrue and relate to periods beginning on or after the Closing Date (as hereinafter defined) (such obligations, the “Assumed Liabilities”). Except for the Assumed Liabilities, Purchasers shall not assume or have any responsibility for any debt, liability, obligation or commitment of any nature, whether now or hereafter existing, absolute, contingent or otherwise, known or unknown, relating to Sellers, the Assets or the Business, including, without limitation, the following liabilities and obligations, all of which shall be retained by Sellers: (i) any liability of Sellers for any federal, state or local taxes with respect to the Assets or the Business for any period prior to the Closing Date; (ii) any liability of Sellers to third parties resulting from the negotiation of this Agreement and the consummation of the transactions contemplated hereby; (iii) any liability of Sellers or any shareholder of any Seller to any other Seller or shareholder of any Seller, including, without limitation any Damages, Actions or Third-Party Claims (as such terms are hereinafter defined) (“Shareholder Liabilities”); (iv) any liability of Sellers with respect to the Continuing Agreements; and (v) any liability of Sellers with respect to the Assets or the Business to the extent such liabilities accrue or relate to a period prior to the Closing Date (collectively, the “Excluded Liabilities”). Nothing in this Section 1.3 is intended to or shall have any effect whatsoever on Purchasers’ obligations under any of the Hotel Agreements or the HRP Agreement, and the term “Excluded Liabilities” shall refer only to liabilities which would otherwise have been Sellers’ obligations in accordance with the Hotel Agreements and the HRP Agreement.
Limited Assumption of Liabilities. Subject to the conditions specified in this Agreement, from and after the Closing Date, the Buyers will not assume or in any way be responsible for any liabilities or obligations of the Sellers or any other liabilities or obligations whatsoever related to the operation of the Stations as conducted by the Sellers or the condition of the Assets at any time prior to the Closing Date, except as specifically provided below. From and after the Closing Date, the Buyers will assume and agree to pay, defend, discharge and perform as and when due only all liabilities and obligations pursuant to all Assumed Contracts, so long as such liabilities and obligations have been incurred in the ordinary course of business consistent with past business and payment practices (excluding (i) any contracts for indebtedness and (ii) any liability or obligation relating to or arising out of such Assumed Contracts as a result of (A) any breach of such contracts or leases occurring on or prior to the Closing Date, (B) any violation of law, breach of warranty, tort or infringement occurring on or prior to the Closing Date, or (C) with respect to the foregoing items (A) and (B), any related charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand) (the "Assumed Liabilities").
