Liabilities Assumed by Purchaser. Upon the terms and subject to the conditions of this Agreement, effective as of the Closing Date, Purchaser or any Purchaser Affiliate shall assume and be obligated to pay when due, perform, or discharge only the Assumed Liabilities.
Liabilities Assumed by Purchaser. 9 2.4 Liabilities Not Assumed by the Purchaser........................................................... 10 2.5
Liabilities Assumed by Purchaser. As further consideration for the purchase of the Acquired Assets and consummation of the other transactions contemplated hereby, on the Closing Date, Purchaser shall assume and agree to perform and discharge in full, when due, the liabilities of Seller and the Business arising under or associated with (collectively, the “Assumed Liabilities”):
Liabilities Assumed by Purchaser. As further consideration for the purchase of the Acquired Assets and consummation of the other transactions contemplated hereby, on the Closing Date, Purchaser shall, and Parent shall cause Purchaser to, assume and agree to pay, perform and discharge in full, when due, the following liabilities of Seller with respect to the Business (the "Assumed Liabilities") by execution and delivery to Seller of an instrument of assumption reasonably satisfactory to Seller (the "Instrument of Assumption"):
Liabilities Assumed by Purchaser. At the Closing, Purchaser agrees to assume, and thereafter pay, fully satisfy and perform when due in accordance with their respective terms, all liabilities and obligations of the Business prior to or subsequent to the Closing, except as expressly provided below and except for those expressly retained by Seller pursuant to the terms of Section 1.08 hereof, including, without limiting the generality of the foregoing, all of the following (such liabilities and obligations being hereinafter referred to collectively as the "Assumed Liabilities"): -------------------
Liabilities Assumed by Purchaser. The assets and liabilities of the Corporation are as quantified and described in the Financial Statements (as defined below). The valuation of the assets and liabilities of the Corporation shall be agreed to by Purchaser and Sellers at Closing. Loans payable due each of the Sellers under Long Term Liabilities on the preliminary balance sheet at Closing shall be obligations of Sellers and shall be removed from the final balance sheet as of Closing. In the event that the remaining net assets, assets less liabilities, of the Corporation is negative the Sellers agree to reduce amounts owed to them by the Corporation, which are disclosed under current liabilities on the Closing balance sheet, in order to adjust net assets to zero (0). If, after reducing all amounts due Sellers as of Closing, net assets of the Corporation remain negative the Purchase Price shall be reduced by such negative amount and shall be applied against the first cash payment. Other than as included in the Financial Statements and as otherwise may be agreed to by the parties pursuant to this Agreement, Purchaser and Sellers agree that Purchaser shall not assume, nor shall Purchaser in any way be deemed responsible for, any other liability, obligation, claim or commitment, contingent, actual or otherwise, known or unknown , of the Corporation, or any of its, directors, officers, employees or agents (including Sellers), it being expressly understood and agreed that Sellers shall be responsible for any such undisclosed liabilities up to and including the Closing Date, including, but not limited to, any undisclosed sales, income, payroll or other taxes, and any undisclosed obligations to suppliers (of goods or services), distributors, warehouses, shippers, truckers, attorneys, accountants, lenders, employees, officers and directors, and contractors. Notwithstanding the preceding sentence, Purchaser specifically agrees that it will, at and upon the Closing, assume those certain liabilities and obligations contained in the Financial Statements and as fully set forth in Schedule “C” attached hereof and made a part hereof (the “Assumed Liabilities”) including, without limitation, those certain accounts payable to Wxxxxxxx Distillers (for production of Olifant Vodka prior to the December 1, 2008). Purchaser agrees to pay on terms that purchaser reserves the right to negotiate the payment and timing of payment with Wxxxxxxx Distiller, those account payables fully set forth in Schedule "C" owed to Wxx...
Liabilities Assumed by Purchaser. As of the Effective Time, subject to the terms and conditions set forth in this Agreement, Seller shall transfer and assign to Purchaser, and Purchaser shall assume from Seller and agree to pay, perform and discharge the following Liabilities of Seller other than Excluded Liabilities (collectively, the “Assumed Liabilities”): (i)the obligation to pay the Deposits to the extent attributable to any period commencing from and after the Effective Time; (ii)the obligations and Liabilities of Seller under the Acquired Contracts to the extent attributable to any period commencing from and after the Effective Time; and (iii)all Liability for Taxes imposed with respect to the Program attributable to any period (or portion thereof) commencing from and after the Effective Time. (b)
Liabilities Assumed by Purchaser. Subject to the terms and conditions herein set forth, at the Closing, Purchaser shall assume and agree to pay, perform or otherwise discharge the liabilities and obligations of Seller (i) incurred on and after the Closing Date as a result of events occurring on or after the Closing Date under the Purchased Contracts and agrees to be bound by the obligations of Seller thereunder; and (ii) the liabilities of Seller under any product warranties relating to products sold by Seller regardless of when sold.
Liabilities Assumed by Purchaser. On and as of the Closing Date, Purchaser shall assume and agree to pay, perform and discharge: (i) those obligations of the Seller relating to the Assets (other than those excluded in Section 1.2) accruing from and after the Closing Date under those contracts and agreements set forth on Schedules 1.1(b) and 1.1(d) hereto and (ii) those trade account payables as set forth in Schedule 2.3 (the "Assumed Liabilities").
Liabilities Assumed by Purchaser. As further consideration for consummation of the transactions contemplated hereby, Purchaser, without further action by any party, hereby assumes and agrees to pay when due the following and only the following liabilities of Sellers: (a) all liabilities reflected on the Pro-Forma Balance Sheet (as defined in Exhibit A) that have not been satisfied prior to the date of this Agreement and all ordinary course payables and other ordinary course liabilities incurred in connection with the operation of the Business after November 30, 2001 (so long as such payables and liabilities are of the same kind and nature as those included in the Pro-Forma Balance Sheet), except to the extent that any such payables and other liabilities are Excluded Liabilities (as defined below); (b) all obligations and liabilities under the Acquired Contracts (as defined below), except to the extent that any such liabilities are Excluded Liabilities; and (c) liabilities related to the Affected Employees (as defined below) in accordance with the provisions of Section 5.02, except to the extent that any such liabilities are Excluded Liabilities (collectively, the "Assumed Liabilities").
