Common use of Limited Assumption of Liabilities Clause in Contracts

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. 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 with respect 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. Subject to the terms Purchaser hereby assumes, and conditions set forth herein, Buyer shall assume and agree agrees to pay, perform and discharge the in due course, those liabilities and obligations of Seller with respect to: (i) the Leases; (ii) the Personal Property Leases; (iii) those contracts, agreements and other instruments set forth on Schedule 1.03 hereto 1.2 (the “Assumed Contracts”), but in each case only to the extent of obligations under (i), (ii) or (iii) accruing and all others relating to periods after the Assigned Contracts Closing Date; (the obligations set forth in clauses (i) through (iii) are referred to the extent arising after the Closing (herein collectively 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 Except for the Assumed Liabilities, Buyer Purchaser shall not assume or have any liabilities responsibility for any debt, liability, obligation or obligations of Seller commitment of any kindnature, whether now or hereafter existing, absolute, contingent or otherwise, known or unknown, contingentrelating to Seller, matured the Assets, the Real Property or otherwise the Business, including, without limitation, the following liabilities and obligations, all of which shall be retained by Seller: (i) any liability of Seller for any federal, state or local taxes with respect to the Assets, the Real Property or the Business for any period prior to the Closing Date; (ii) any liability of Seller to third parties resulting from the negotiation of this Agreement and the consummation of the transactions contemplated hereby; (iii) any liability of Seller or any member of Seller to any other member of Seller, including without limitation any Damages, Actions or Claims (as such terms are hereinafter defined) (“Member Liabilities”); (iv) any liability of Seller with respect to the Assets, the Real Property or the Business to the extent such liabilities accrue or relate to a period prior to the Closing Date (collectively, 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. Subject to On the terms Closing Date, the Purchaser will assume the following (and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following) liabilities and/or obligations of the Seller: (a) (i) all liabilities and obligations set forth on Schedule 1.03 hereto and all others relating to of the Assigned Seller in respect of the Contracts (i) to the extent arising after the Closing Date, including Seller's existing product warranty obligations provided pursuant to any of the Contracts to the extent (as defined herein)subject to Section 1.03(d) below) relating to post-Closing periods, and (ii) all obligations of the Seller to deliver features under each transferred Contract (regardless if such features were to be delivered before or after the Closing Date) in accordance with the terms of such transferred Contracts), (b) all liabilities incurred in, resulting from or arising out of the use, operation or control of the Assets after the Closing Date, (c) all obligations to pay royalties to the extent Office of Chief Scientist of the Israeli Ministry of Industry, Trade and Labor ("OCS") and the Canada-Israel Industrial Research and Development Foundation ("CIIRDF") in respect of the Assets after the Closing Date, (d) all bonds that such liabilities and obligations do not relate have been issued by the Seller to its customers pursuant to any breachContract that is an Asset, default or violation by Seller which bonds are outstanding on or prior to the Closing Date and are set forth in Schedule 1.03, shall be replaced, at the Closing, with Purchaser's bonds, and (e) any bonds required in connection with any purchase order accepted by the Seller following the date of the Letter of Intent which was executed by the parties on November 9, 2009 (the "LETTER OF INTENT") (which purchase order has been approved by Purchaser) shall be placed by the Purchaser (collectively, the “Assumed Liabilities”"ASSUMED LIABILITIES"). Other than Except for the Assumed Liabilities, Buyer the Purchaser shall not assume or be responsible for any claims against or commitments, contracts, agreements, obligations or other liabilities or obligations of Seller of any kindthe Seller, whether known or unknown, asserted or unasserted, accrued or un-accrued, absolute or contingent, matured liquidated or otherwise (the “Excluded Liabilities”)un-liquidated, which shall include, but not be limited due or 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)become due, and (D) any liability of Seller for the Taxes of any Person as a transferee or successorwhether contractual, by contractstatutory, or otherwise; (iii) . Without limiting the generality of the foregoing, the parties acknowledge that the Purchaser shall not assume or in any obligation or liability to any Person way be responsible for any broker’s, finder’s, agent’s of the following liabilities or similar fee (whether in connection with the transactions contemplated by this Agreement or otherwise); and (iv) any other liability obligations of Seller, in the case of each of (i)-(iv) whether or not disclosed.: