Pre-Closing Deposits means tissue samples or cell cultures derived therefrom deposited by customers in the tissue bank prior to the Closing Date, as evidenced by receipt of physical delivery of the tissue samples or cell cultures at the laboratory facility.
Other than the assumption of obligations and liabilities arising from New Customers, Buyer does not assume any liabilities or obligations of Seller of any kind (including, without limitation, accounts payable, accrued expenses, liabilities relating to Pre-Closing Deposits, debt and any other liabilities) whether known or unknown, contingent, matured or otherwise, whether currently existing or hereinafter created.
For the avoidance of doubt, although after the Leaseback Period Buyer shall store and maintain Pre-Closing Deposits of Seller pursuant to Section 5.07 hereof, Buyer shall not assume any liability related to the Pre-Closing Deposits, whether incurred before, on or after the Closing Date, including but not limited to liability related to customer claims for the damage or destruction of tissue samples or cell cultures, or the cost associated with "re-growing" damaged or destroyed cell cultures.
Future income relating to Pre-Closing Deposits shall be owned by Seller, but from and after the Effective Date, the Pre-Closing Deposits shall be maintained and stored by Buyer.
Pursuant to Sections3 and4 of the Stock Purchase Agreement, the Pre-Closing Deposits (collectively referred to herein as the "Deposits") shall be deposited with the Escrow Agent by the Buyer at the time or times specified therein, such Deposits to be held and disbursed in accordance with the terms hereof.
Sections3 and4 of the Stock Purchase Agreement provide for the payment and delivery by Buyer of certain Pre-Closing Deposits (as defined in the Stock Purchase Agreement), aggregating up to Six Hundred Thousand Dollars ($600,000) into the escrow hereby established, to be held and dealt with by the Escrow Agent as herein provided.