Purchaser hereby undertakes Clause Samples

Purchaser hereby undertakes assumes and agrees, subject to the exceptions and limitations contained herein, on the Closing Date, to pay, honor, perform and discharge the following liabilities of Seller relating to the Business: (a) all unperformed and unfulfilled obligations that are required to be performed and fulfilled by Seller on behalf of the Business under the terms of all (i) contracts, agreements, leases and licenses included in the Purchased Assets that are listed in the Disclosure Schedule referred to in the Agreement and assigned to Purchaser or that are not by the terms thereof required to be so listed and that, in all cases, conform to the representations and warranties with respect thereto contained in the Agreement (including without limitation the employment protection agreements with management of the Business who are Transferred Employees, but excluding the sales incentive for Messrs. ▇▇▇▇▇ and ▇▇▇▇▇▇), and (ii) contracts, agreements, leases and licenses that have been entered into by Seller on behalf of the Business on or after the date of the Agreement and prior to the Closing Date not in violation of the Agreement; (b) all liabilities and obligations of the Business reflected on the Closing Date Balance Sheet; (c) except to the extent provided in Article 9.0 of the Agreement, all liabilities and obligations to pay claims submitted for medical services rendered to Transferred Employees on or after the Closing Date; (d) all liabilities and obligations resulting from governmental compliance, enforcement or regulatory action, suit or claim by any Person or entity based upon an actual or alleged failure of the Business to comply on or after the Closing Date with, or an actual or alleged violation by the Business on or after the Closing Date of, any law, rule, regulation, statute, ordinance, permit, permit requirement, judgment, injunction, order, decree, license or other governmental authorization or approval applicable to the Business or the Purchased Assets; (e) all liabilities and obligations resulting from personal injury, property damage or products liability claims (including, without limitation, negligence, gross negligence, strict liability, implied warranty and Restatement of Torts Second Section 402A claims and derivative claims such as loss of consortium, contribution and wrongful death claims) involving products of the Business shipped or services performed on or after the Closing Date; (f) all liabilities and obligations for warranty claims involving pro...