Assumption of Liabilities; Etc. (a) At the Closing, the Buyer shall execute and deliver an Instrument of Assumption of Liabilities (the "Instrument of Assumption") substantially in the form attached hereto as Exhibit B, pursuant to which it shall assume and agree to perform, pay and discharge the following liabilities, obligations and commitments of the Seller (the "Assumed Liabilities"):
Assumption of Liabilities; Etc. (a) All of the Business and Assets shall be transferred to MGI free and clear of security interests, mortgages, liens and encumbrances of any kind (collectively "Liens") except the following (the "Permitted Liens"): (i) materialmen's, merchants, carriers, workmen's, repairmen's or other like liens arising in the ordinary course of business, and (ii) those Liens, if any, which secure the liabilities of Chronimed which exist on the Effective Date and which are being assumed by MGI.
Assumption of Liabilities; Etc. (a) At the Closing, the Buyer shall assume and execute and deliver an Instrument of Assumption of Liabilities (the "INSTRUMENT OF ASSUMPTION") in a form reasonably satisfactory to the Buyer, pursuant to which it shall assume and agree to timely perform, pay and discharge the following liabilities, obligations and commitments of the Seller, to the extent such liabilities, obligations and commitments relate exclusively to the Assets, and not to the Excluded Assets (the "ASSUMED LIABILITIES"):
Assumption of Liabilities; Etc. 5 1.5 Allocation of Base Purchase Price and Assumed Liabilities............................. 7 1.6 The Closing..................................... 7 1.7
Assumption of Liabilities; Etc. (a) All of the Business and Assets shall be purchased by Newco free and clear of all Encumbrances and Taxes that arise from Seller's conduct of the Business prior to Closing except (i) materialmen's, merchants', carriers', workmen's, repairmen's or other like Encumbrances arising in the ordinary course of business with respect to liabilities that are not yet delinquent, in each case which individually or in the aggregate do not impair the value or the marketability of the property subject to each such Encumbrance and Tax or the use of such property in the operation of the Business or use of the Assets or result in a liability or obligation of Buyer or Newco and (ii) those Encumbrances, if any, which secure obligations of the Business as of the Closing Date that are specifically disclosed on Section 1.4(a)(ii) of the Disclosure Schedule as disclosed in writing to Buyer and Newco immediately prior to the Closing Date (collectively, the "PERMITTED ENCUMBRANCES").
Assumption of Liabilities; Etc. (i) The Assumption of Liabilities, dated the Closing Date, in the form attached hereto as Schedule 1.4(b); and
Assumption of Liabilities; Etc. (a) At the Closing, on the terms and subject to the conditions of this Agreement, the Buyer shall execute and deliver an Instrument of Assumption of Liabilities (the "Instrument of Assumption") substantially in the form attached hereto as Exhibit B, pursuant to which it shall assume and agree to perform, pay and discharge in accordance with their terms only the following liabilities, obligations and commitments of the Seller which relate to the Business: (i) Those accounts, accounts payable, accrued expenses and notes and notes payable of Seller which are set forth on Schedule 1.5(a)(i) attached hereto; (ii) All obligations of the Seller continuing after the Closing under the Contracts which are set forth on Schedule 1.5(a)(ii) attached hereto which become due and payable or are required to be performed after the Closing Date; and (iii) Those other liabilities and obligations of the Seller which relate to the Business which are specifically set forth in Schedule 1.5(a)(iii) attached hereto. The foregoing liabilities and obligations are collectively referred to as the "Assumed Liabilities." (b) Other than as set forth in Section 1.5(a) hereof, the Seller shall retain, and Buyer shall not assume, and nothing contained in this Agreement shall be construed as an assumption by Buyer of, any liabilities, obligations or commitments of the Seller of any nature whatsoever, whether fixed or contingent, known or unknown, due or to become due, unliquidated or otherwise. The Seller shall be responsible for and satisfy any and all of the liabilities, obligations and commitments of the Seller not assumed by Buyer pursuant to Section 1.5(a) hereof (the "Excluded Liabilities"). Without limiting the foregoing, Buyer shall not assume, pay or discharge, and shall not be liable for any liability, commitment or expense of Seller as a result of or arising from any of the following: (i) Seller's obligations and liabilities arising under this Agreement; (ii) any liability of the Seller for Taxes (as defined in Section 2.13) arising from the operation of the Business on or prior to the Closing Date or arising out of the sale by the Seller of the Assets pursuant to this Agreement other than with respect to taxes or charges as set forth in Section 14 below; (iii) all accounting, consulting, finders, investment banking, legal and similar fees and expenses incurred by the Seller in connection with the negotiation of this Agreement and the consummation of the transactions contemplated h...
Assumption of Liabilities; Etc. At the Closing, the Buyer shall execute and deliver an Instrument of Assumption of Liabilities (the "Instrument of Assumption") in the form attached hereto as Exhibit B, pursuant to which the Buyer shall assume and agree to perform, pay and discharge the following obligations of Seller (the "Assumed Liabilities"): (i) all obligations relating to the Business or the Assets incurred from and after the Effective Date and arising from events occurring on and after the Effective Date, including without limitation all obligations relating to the Contracts and the Real Property Leases arising from and after the Effective Date, and all obligations with respect to the Transferred Employees arising from and after the Effective Date, and (ii) the royalty payable to the South Carolina Retirement System ("SCRS") under Section 4.16 of that certain Licensing Agreement between the Seller and SCRS dated September 18, 1999. The Buyer shall not at the Closing assume or agree to perform, pay or discharge, and the Seller shall remain unconditionally liable for, all obligations, liabilities and commitments, fixed or contingent, of the Seller other than the Assumed Liabilities. Without limitation of the foregoing, Buyer shall not assume any obligations for the employee benefits plans set forth on Schedule 2.8 of this Agreement.
Assumption of Liabilities; Etc. 5 SECTION 1.6 Escrow 5 SECTION 1.7 Post-Closing Adjustments 5 SECTION 1.8 Transaction Taxes 9 ARTICLE II - REPRESENTATIONS AND WARRANTIESOF THE COMPANY, THE PARENT AND THE STOCKHOLDERS 9 SECTION 2.1 Corporate Existence and Power, etc. 9 SECTION 2.2 Authorization; Binding Agreement 10 SECTION 2.3 Capitalization 10 SECTION 2.4 Ownership of the Assets 10 SECTION 2.5 Governmental Authorization; Consents 11 SECTION 2.6 Non-Contravention 11 SECTION 2.7 Subsidiaries 12 SECTION 2.8 Financial Statements 12 SECTION 2.9 Absence of Certain Changes 12 SECTION 2.10 Properties 14 SECTION 2.11 No Undisclosed Liabilities 14 SECTION 2.12 Litigation 14 SECTION 2.13 Certain Business Activities 14 SECTION 2.14 Taxes 14 SECTION 2.15 Employee Benefits. 15 SECTION 2.16 Contracts and Leases 15 SECTION 2.17 Permits 18 SECTION 2.18 Insurance 18 SECTION 2.19 Compliance with Laws 18 SECTION 2.20 Finders' Fees 18 SECTION 2.21 Intellectual Property; Year 2000. 19 SECTION 2.22 Transactions with Affiliates 21 SECTION 2.23 Environmental Laws 22 SECTION 2.24 Product and Service Warranty 22 SECTION 2.25 Acquired Assets Complete 22 SECTION 2.26 Inventory 22 SECTION 2.27 Fixed Assets 22 SECTION 2.28 Accounts Receivable 22 SECTION 2.29 Customers 22 SECTION 2.30 Suppliers 23 SECTION 2.31 Books and Records 23 SECTION 2.32 Disclosure 23 ARTICLE III - REPRESENTATIONS AND WARRANTIESOF THE BUYER 23 SECTION 3.1 Corporate Existence and Power 23 SECTION 3.2 Authorization; Binding Agreement 23 SECTION 3.3 Capitalization 24 SECTION 3.4 Governmental Authorizations; Consents 24 SECTION 3.5 Non-Contravention 24 SECTION 3.6 Reports and Financial Statements 24 SECTION 3.7 Finders' Fees 25 SECTION 3.8 Financing Arrangements 25 SECTION 3.9 Continuity of Business Enterprise 25 SECTION 3.10 Disclosure 25 ARTICLE IV - COVENANTS OF THE COMPANY, THE PARENT AND THE STOCKHOLDERS 25 SECTION 4.1 Conduct of Business 26 SECTION 4.2 Delivery of Interim Financial Statements 27 SECTION 4.3 Notices and Consents 28 SECTION 4.4 Access to Information 28 SECTION 4.5 Confidentiality 28 SECTION 4.6 No Solicitation 29 SECTION 4.7 Stockholder Approval 29 SECTION 4.8 Obligations of the Company and the Parent 29 ARTICLE V - COVENANTS OF THE COMPANY, THE PARENT, THE STOCKHOLDERS AND THE BUYER 29 SECTION 5.1 Reasonable Best Efforts 29 SECTION 5.2 HRS Act Compliance 30 SECTION 5.3 Certain Filings, etc. 30 SECTION 5.4 Press Releases and Announcements 30 SECTION 5.5 Notices of Certain Actions 30 SECTION 5.6 Notice of Breaches; Updates 31
Assumption of Liabilities; Etc. (a) At the Closing, the Buyer shall execute and deliver an
