Common use of Limited Assumption of Liabilities Clause in Contracts

Limited Assumption of Liabilities. Anything herein to the contrary notwithstanding, except only as is provided in the next sentence, the parties intend and agree that Buyer and its designees shall not under any circumstances assume or become liable for or obligated to pay or discharge any debt, duty, obligation or liability of any Seller, and Sellers shall pay and discharge all of the same as they become due. Notwithstanding the preceding sentence, in addition to obligations to be undertaken by Buyer pursuant to the fifth sentence of section 5.1.13(c), Buyer shall assume and pay or discharge when due (a) all Pre-Closing Payables (as that term is defined in section 5.1.29) remaining unpaid at the Closing, and all other accounts and debts payable of Quik Drive USA and Quik Drive Canada that are incurred but not paid prior to the Closing (excluding any account or note payable or other debt or liability owed to any Company or to Xxxxxxxxx, other than the Australia Intercompany Payable) (the “Post-Closing Payables” and, together with the Pre-Closing Payables, the “Payables”), (b) all other all debts, duties, obligations and liabilities of the Companies accruing after the Closing under all Assigned Contracts that are duly and validly assigned to Buyer on the Closing Date, and (c) all liabilities and obligations (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued and due or to become due) of Quik Drive USA and Quik Drive Canada to their customers under warranties given by either of them in the ordinary course of business, other than warranties relating to screws that any of the Companies has represented are ACQ approved. The liabilities to be assumed pursuant to the preceding sentence are hereinafter collectively called the “Assumed Liabilities.”

Limited Assumption of Liabilities. Anything herein On the terms and subject to the contrary notwithstandingconditions set forth herein, except 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 is provided in the next sentencehereinafter defined) (such obligations, the parties intend and agree that Buyer and its designees “Assumed Liabilities”). Except for the Assumed Liabilities, Purchasers shall not under any circumstances assume or become liable have any responsibility for or obligated to pay or discharge any debt, dutyliability, 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, and including, without limitation any Damages, Actions or Third-Party Claims (as such terms are hereinafter defined) (“Shareholder Liabilities”); (iv) any liability of Sellers shall pay and discharge all of the same as they become due. Notwithstanding the preceding sentence, in addition to obligations to be undertaken by Buyer pursuant with respect to the fifth sentence Continuing Agreements; and (v) any liability of section 5.1.13(c), Buyer shall assume and pay Sellers with respect to the Assets or discharge when due (a) all Pre-Closing Payables (as that term is defined in section 5.1.29) remaining unpaid at the Closing, and all other accounts and debts payable of Quik Drive USA and Quik Drive Canada that are incurred but not paid Business to the extent such liabilities accrue or relate to a period prior to the Closing Date (excluding any account or note payable or other debt or liability owed to any Company or to Xxxxxxxxx, other than the Australia Intercompany Payable) (the “Post-Closing Payables” and, together with the Pre-Closing Payablescollectively, the “PayablesExcluded Liabilities”), (b) all other all debts, duties, . Nothing in this Section 1.3 is intended to or shall have any effect whatsoever on Purchasers’ obligations and liabilities of the Companies accruing after the Closing under all Assigned Contracts that are duly and validly assigned to Buyer on the Closing Date, and (c) all liabilities and obligations (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued and due or to become due) of Quik Drive USA and Quik Drive Canada to their customers under warranties given by either of them in the ordinary course of business, other than warranties relating to screws that any of the Companies has represented are ACQ approved. The Hotel Agreements or the HRP Agreement, and the term “Excluded Liabilities” shall refer only to liabilities to be assumed pursuant to which would otherwise have been Sellers’ obligations in accordance with the preceding sentence are hereinafter collectively called Hotel Agreements and the “Assumed LiabilitiesHRP Agreement.”

Limited Assumption of Liabilities. Anything herein to the contrary notwithstanding, except only as is provided in the next sentence, the parties intend and agree that Buyer and its designees shall not under any circumstances assume or become liable for or obligated to pay or discharge any debt, duty, obligation or liability of any Seller, and Sellers shall pay and discharge all of the same as they become due. Notwithstanding the preceding sentence, in addition to obligations to be undertaken by Buyer pursuant to the fifth sentence of section 5.1.13(c), Buyer shall assume and pay or discharge when due (a) all Pre-Closing Payables (as that term is defined Subject to the terms and conditions contained in section 5.1.29) remaining unpaid this Agreement, Buyer shall, at the Closing, assume and all other accounts and debts payable agree to pay or perform, or to cause to be paid or performed, only those liabilities of Quik Drive USA and Quik Drive Canada Seller that (i) are accurately reflected on the Estimated Net Book Value; (ii) have been incurred by the Holcroft Division since September 27, 1997, but not paid prior only to the Closing (excluding any account extent such liabilities are trade payables, accruals or note payable or other debt or liability owed to any Company or to Xxxxxxxxx, other than the Australia Intercompany Payable) (the “Post-Closing Payables” and, together with the Pre-Closing Payables, the “Payables”), (b) all other all debts, duties, obligations and liabilities of the Companies accruing after the Closing under all Assigned Contracts that are duly and validly assigned to Buyer on the Closing Date, and (c) all tax liabilities and obligations (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued and due or to become due) of Quik Drive USA and Quik Drive Canada to their customers under warranties given by either of them have been incurred in the ordinary course of businessbusiness consistent with past practice; (iii) arise under any contract, lease, license, permit or other than warranties relating agreement assumed by Buyer pursuant to screws Section 1.1(d) hereof or otherwise pursuant to this Agreement; (iv) arise out of warranty obligations undertaken by the Holcroft Division with respect to products shipped or sold, or services rendered, prior to the Closing; (v) with respect to product or service liability claims, arise due to events occurring after the Closing regardless of whether such products or services were shipped or performed before the Closing except that Seller shall remain liable for any and all claims, suits or actions which arise due to events occurring prior to Closing and which arise or result from the manufacture by Seller of remediation incinerators and/or units, including but not limited to soil remediation units, the GDC incinerators and the Burns and Roe (CJ 4447) or any claims which arise from xxxxxure tx xsbestos from products manufactured by Seller (except for claims arising out of the Companies has represented negligence of Buyer) regardless of whether such claim arises due to events occurring prior to or after the Closing Date; (vi) are ACQ approved. The liabilities to be assumed by Buyer pursuant to Section 5.4 hereof, and (vii) with respect to medical claims of Employees of the preceding sentence Holcroft Division, arise due to events occurring after the Closing including without limitation the post-closing treatment of preexisting conditions; Seller shall remain liable for all claims incurred (i.e., service provided) prior to the Closing, regardless of when such claims are hereinafter collectively called filed ("Incurred But Not Reported") (collectively, the “"Assumed Liabilities"). Notwithstanding anything to the contrary contained in this Agreement or in any agreement, document, certificate or instrument being delivered pursuant to this Agreement (collectively, the "Transaction Documents"), Buyer's assumption of the Assumed Liabilities shall only be to the extent that the existence of such liabilities or obligations is not contrary to any covenant, representation or warranty of Seller under this Agreement.”

Limited Assumption of Liabilities. Anything herein to the contrary notwithstanding, except only as is provided in the next sentence, the parties intend and agree that Buyer and its designees Purchaser shall not under any circumstances assume or become liable for or obligated to pay or discharge any debt, duty, obligation or liability Liabilities of any Seller, and Sellers shall pay and discharge all of including without limitation any Seller Debt, except only for the same as they become due. Notwithstanding the preceding sentence, in addition to obligations to be undertaken by Buyer pursuant to the fifth sentence of section 5.1.13(c), Buyer shall assume and pay or discharge when due under (ai) all Pre-Closing Payables (as that term is defined in section 5.1.29) remaining unpaid at the Closing, and all other accounts and debts payable of Quik Drive USA and Quik Drive Canada that are incurred but not paid prior to the Closing (excluding any account or note payable or other debt or liability owed to any Company or to Xxxxxxxxx, other than the Australia Intercompany Payable) (the “Post-Closing Payables” and, together with the Pre-Closing Payables, the “Payables”), (b) all other all debts, duties, obligations and liabilities of the Companies accruing after the Closing under all Assigned Contracts that are duly and validly assigned to Buyer on the Closing Date, and (c) all liabilities and obligations (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued and due or to become due) of Quik Drive USA and Quik Drive Canada to their customers under warranties given by either of them arising in the ordinary course of businessbusiness of Seller as they exist as of the Effective Time; (ii) Seller's warranty obligations arising in the ordinary course of business of Seller with respect to products shipped by Seller prior to the Effective Time; (iii) the Assumed Vacation Liability as it exists as of the Effective Time; (iv) the Assumed Liabilities; (v) the Orders existing as of the Effective Time; and (vi) any Acquired Contracts, but in each case only with respect to performance first required after the Closing Date (specifically excluding any liability for any breaches or failure to perform which may have occurred under any Orders or Acquired Contracts prior to the Closing Date). Without limiting the generality of the foregoing, it is specifically understood and agreed that Purchaser is not assuming any other Liabilities of Seller. Without limitation: (i) except only for Purchaser’s assumption of Seller’s warranty obligations as provided in the preceding paragraph, Purchaser has no liability for, and is not assuming, any Liabilities of Seller relating to services provided by Seller or products sold by Seller, and in particular and without limitation Purchaser has no liability for product liability or service liability or product defect claims of any kind relating to products sold or services performed by Seller; (ii) Purchaser shall not assume any Seller Debt, except as specifically set forth on Exhibit D; and (iii) except only for the Assumed Vacation Liability, Seller shall be responsible for any and all Liabilities owed to its employees which accrue before the Effective Time, including but not limited to any accrued vacation pay(whether vested or not) and sick pay, severance payments, health coverage, and unpaid wages. In this connection, it is understood that although Purchaser intends to offer employment to some or all of Seller’s employees employed in the Business, Purchaser has the right to decide in its reasonable discretion which employees, if any, it will hire. Seller shall pay or satisfy all Liabilities that Seller has to employees (other than warranties the Assumed Vacation Liability) within thirty (30) days of Closing, in accordance with Seller’s normal practices and procedures, so as to avoid any adverse impact upon the Business and the Purchased Assets in the hands of Purchaser. Subject to the terms and conditions in this Agreement, Seller and Shareholder, jointly and severally, shall indemnify, save and hold Purchaser harmless from and against any and all Liabilities of Seller, except only for those Liabilities specifically assumed by Purchaser pursuant to this Section, including without limitation, all Liabilities and Losses relating to screws that any or arising out of the Companies has represented are ACQ approved. The liabilities to be assumed pursuant ownership or operations of the Business, or the condition of the Premise on or prior to the preceding sentence are hereinafter collectively called the “Assumed LiabilitiesClosing Date.”

Limited Assumption of Liabilities. Anything herein At the Closing, Seller shall --------------------------------- assign and transfer to the contrary notwithstandingBuyer, except only as is provided in the next sentenceand Buyer shall assume, the parties intend and agree that Buyer and its designees shall not under any circumstances assume or become liable for or be obligated to pay or discharge any debtotherwise satisfy or be responsible for, duty, obligation (i) the obligations and liabilities arising or liability of any Seller, and Sellers shall pay and discharge accruing on or after the Closing Date under all of the same as they become due. Notwithstanding the preceding sentenceFranchises, in addition to obligations to be undertaken by Buyer pursuant to the fifth sentence of section 5.1.13(c), Buyer shall assume Leases and pay or discharge when due (a) all Pre-Closing Payables (as that term is defined in section 5.1.29) remaining unpaid at the ClosingGovernmental Authorizations, and all other accounts under those Access Agreements and debts payable of Quik Drive USA Other Agreements listed on Schedules 1.1(d) and Quik Drive Canada that are incurred but not paid prior to the Closing (excluding any account or note payable or other debt or liability owed to any Company or to Xxxxxxxxx, other than the Australia Intercompany Payable1.1(i) (such Franchises, Leases, ---------------- ------ Governmental Authorizations, Access Agreements and Other Agreements are sometimes referred to herein as the “Post-Closing Payables” and, together with the Pre-Closing Payables, the “Payables”"Assumed Contracts"), ; (bii) all other all debts, duties, obligations and liabilities of Seller only to the Companies accruing extent that there shall be an adjustment in favor of Buyer with respect thereto pursuant to Section 2.4; and (iii) all obligations and liabilities arising out of Buyer's ownership of the Transferred Assets or operation of the Systems after the Closing Date (collectively, the "Assumed Obligations"). Notwithstanding the foregoing, upon the agreement of Buyer, if the assignment and transfer of any Assumed Obligation would cause a breach of or default under all Assigned Contracts that are duly the Assumed Contract under which the Assumed Obligation arises, and validly assigned if the required consent to its transfer and assignment has not been obtained by Closing, Seller agrees to continue, at Buyer's expense (other than charges for personnel or internal operating administrative or overhead expenses of Seller or any creditor of Seller), the Assumed Contract in effect, and Buyer on shall have and enjoy the benefit of the rights and obligations thereunder as agent for Seller until such time as the consent is obtained (but not to extend more than 90 days beyond the Closing Date, at which time such item shall be deemed to have been automatically assigned and (c) all transferred to Buyer, without any further act on the part of Buyer or Seller). All debts, liabilities and obligations (whether known arising out of or unknown, asserted relating to the Transferred Assets or unasserted, absolute or contingent, accrued or unaccrued and due or to become due) the operation of Quik Drive USA and Quik Drive Canada to their customers under warranties given by either of them in the ordinary course of business, Systems other than warranties relating to screws that the Assumed Obligations shall remain and be the obligations and liabilities solely of Seller, and Buyer shall not assume or have any of the Companies has represented are ACQ approved. The obligation or liability for such debts, liabilities to be assumed pursuant to the preceding sentence are hereinafter collectively called the “Assumed Liabilitiesor obligations.”

Limited Assumption of Liabilities. Anything herein to Purchaser shall not assume any --------------------------------- liabilities of Seller other than Seller's obligations under the contrary notwithstanding, except only Transferred Agreements arising from and after the Closing Date and the Ad Fund Liabilities. Except for such liabilities of Seller as is provided in are specifically assumed by Purchaser under the next immediately preceding sentence, the parties intend Purchaser has not assumed or undertaken, and agree that Buyer and its designees shall is not under assuming or undertaking, to discharge or perform, any circumstances assume or become liable for or obligated to pay or discharge any debt, duty, obligation or liability of any Seller, and Sellers shall pay and discharge all of which obligations and liabilities Seller hereby shall fully discharge, pay and/or satisfy in the same as they become dueordinary course. Notwithstanding Without limiting the preceding sentencegenerality of the foregoing, Purchaser shall not be deemed to have assumed, nor shall Purchaser assume, any liability based upon or arising out of any tortious or wrongful actions of Seller or any liability for the payment of (i) any liability or obligation of Seller arising out of or in addition connection with the negotiation and preparation of this Agreement and the consummation and the performance of the transactions contemplated hereby including, without limitation, any tax liability so arising; (ii) any liability or obligation of Seller for any foreign, federal, state, county or local taxes, or any interest or penalties thereon, accrued for, applicable to obligations to be undertaken by Buyer pursuant to the fifth sentence of section 5.1.13(c), Buyer shall assume and pay or discharge when due (a) all Pre-Closing Payables (as that term is defined in section 5.1.29) remaining unpaid at the Closing, and all other accounts and debts payable of Quik Drive USA and Quik Drive Canada that are incurred but not paid arising from any period ending on or prior to the Closing date of Closing; (excluding iii) any account salary, wage, benefit, bonus, vacation pay, sick leave, insurance, employment tax or note payable similar liability of Seller to any employee, officer, director or other debt person or liability owed entity allocable to services performed on or prior to the date hereof; or (iv) any contributions to any Company pension, employee benefit or to Xxxxxxxxx, other than profit sharing plan of Seller for the Australia Intercompany Payable) (the “Post-Closing Payables” and, together with the Pre-Closing Payables, the “Payables”), (b) all other all debts, duties, obligations and liabilities benefit of the Companies accruing after the Closing under all Assigned Contracts that are duly and validly assigned to Buyer on the Closing Date, and (c) all liabilities and obligations (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued and due or to become due) of Quik Drive USA and Quik Drive Canada to their customers under warranties given by either of them in the ordinary course of business, other than warranties relating to screws that any of the Companies has represented are ACQ approved. The liabilities to be assumed pursuant to the preceding sentence are hereinafter collectively called the “Assumed LiabilitiesSeller's employees, officers or directors.”

Limited Assumption of Liabilities. Anything herein Notwithstanding anything to the contrary notwithstandingcontained in this Agreement or any agreement, except only document, certificate or instrument being delivered pursuant to this Agreement (collectively, the "Transaction Documents"), and regardless of whether such liability is disclosed in this Agreement, in any of the Transaction Documents or on any Schedule or Exhibit hereto or thereto, Buyer is not assuming, agreeing to pay, perform or discharge or in any way be responsible for any debts, liabilities or obligations of QuickHire or the Business, of any kind or nature whatsoever, not described in this Section 1.2 as is provided in being specifically assumed. Subject to the provisions of the next sentence, as of the parties intend Effective Time, Buyer hereby assumes and agree that Buyer and its designees shall not under any circumstances assume or become liable for or obligated agrees to pay or discharge any debt, duty, obligation or liability of any Seller, and Sellers shall pay and discharge all of the same as they become due. Notwithstanding the preceding sentence, in addition to obligations to be undertaken by Buyer pursuant to the fifth sentence of section 5.1.13(c), Buyer shall assume and pay or discharge fully satisfy when due (a) all Pre-Closing Payables (as that term is defined in section 5.1.29) remaining unpaid at the Closing, and all other accounts and debts payable of Quik Drive USA and Quik Drive Canada that are incurred but not paid prior to the Closing (excluding any account or note payable or other debt or liability owed to any Company or to Xxxxxxxxx, other than the Australia Intercompany Payable) (the “Post-Closing Payables” and, together with the Pre-Closing Payables, the “Payables”), (b) all other all debts, duties, obligations and liabilities of the Companies accruing after the Closing under all Assigned Contracts that are duly and validly assigned to Buyer on the Closing Date, and (c) all liabilities and obligations (whether known i) resulting from, caused by or unknownarising out of the ownership of the Assets by Buyer to the extent arising and relating to periods after the Effective Time, asserted and (ii) subject to Section 1.4 below, arising and relating to periods after the Effective Time under the contracts and agreements listed or unassertedidentified on Schedule 1.1(d), absolute excluding liabilities and obligations arising in connection with breaches thereof prior to the Effective Time, in the case of both clauses (i) and (ii) above excluding liabilities or contingentobligations the existence of which are contrary to any covenant, representation or warranty of QuickHire, XxXxxxxxx, ITi or Xxxxxxxxx under this Agreement or the Transaction Documents. Without in any way limiting the breadth of the liabilities and obligations not being assumed by Buyer hereunder, it is understood and agreed that Buyer is not assuming, among other things (i) liabilities or obligations resulting from, caused by or arising out of the ownership of the Assets by QuickHire to the extent arising and relating to periods prior to the Effective Time, (ii) accounts payable, commissions payable, bonuses payable, accrued or unaccrued payroll and due or to become due) of Quik Drive USA related withholding taxes and Quik Drive Canada to their customers under warranties given by either of them in the ordinary course of businessexpenses as well as accrued vacation, other than warranties relating to screws that any leave and termination liability as of the Companies has represented are ACQ approved. The Effective Time, (iii) liabilities to be assumed pursuant to or obligations arising out of or in connection with taxes, or (iv) any liabilities or obligations of QuickHire or XxXxxxxxx incurred in connection with negotiating and preparing this Agreement and the preceding sentence are hereinafter collectively called Transaction Documents and in closing and carrying out the “Assumed Liabilitiestransactions contemplated by this Agreement and the Transaction Documents.”