Common use of Agreement to Assume Clause in Contracts

Agreement to Assume. At the Closing (as herein defined), Purchaser shall assume and agree to discharge and perform when due, the liabilities and obligations of Seller with respect to the Division Business which are described in Section 2.2 (the "Assumed Liabilities"). All Assumed Liabilities referred to in Sections 2.2(a) and 2.2(b) shall be specifically listed on SCHEDULE 2.2(a)/(b) and shall not exceed $4,600,000. To the extent that the Schedules required by Section 2.2 require amendment due to changes in such liabilities and obligation in the Ordinary Course of Business as of the Closing the parties shall amend such Schedules to provide for such changes on the Closing Date, and such amendments shall be deemed to be a part of this Agreement and incorporated herein by reference. All liabilities and obligations of Seller enumerated in Section 2.3 are collectively referred to herein as "Excluded Liabilities." Seller shall remain liable for the Excluded Liabilities.

Agreement to Assume. At the Closing (as herein defined), Purchaser shall assume and agree to discharge and perform when due, the liabilities and obligations of Seller with respect to the Division Business which are described in Section 2.2 (the "Assumed Liabilities"). All Assumed Liabilities referred to in Sections 2.2(a) and 2.2(b) shall be specifically listed on SCHEDULE 2.2(a)/(b2.2(A)/(B) and shall not exceed $4,600,000. To the extent that the Schedules required by Section 2.2 require amendment due to changes in such liabilities and obligation in the Ordinary Course of Business as of the Closing the parties shall amend such Schedules to provide for such changes on the Closing Date, and such amendments shall be deemed to be a part of this Agreement and incorporated herein by reference. All liabilities and obligations of Seller enumerated in Section 2.3 are collectively referred to herein as "Excluded Liabilities." Seller shall remain liable for the Excluded Liabilities.

Agreement to Assume. At the Closing (as herein defined), Purchaser shall assume and agree to discharge and perform when due, the liabilities and obligations of Seller with respect to the Division Business which are described in Section 2.2 (the "Assumed Liabilities"). All ; provided, however, that all Assumed Liabilities referred to in Sections Section 2.2(a) and 2.2(b) shall be specifically listed on SCHEDULE 2.2(a)/(b) and ), shall not exceed $4,600,0002,000,000. To the extent that the Schedules required by Section 2.2 require amendment due to changes in such liabilities and obligation in the Ordinary Course of Business as of the Closing the parties shall mutually amend such Schedules to provide for such changes on the Closing Date, and such amendments shall be deemed to be a part of this Agreement and incorporated herein by reference. All liabilities and obligations of Seller enumerated in Section 2.3 are collectively referred to herein herein" as "Excluded Liabilities." Seller shall remain liable for the Excluded Liabilities.

Agreement to Assume. At the Closing (as herein defined), Purchaser shall assume and agree to discharge and perform when due, the liabilities and obligations of Seller with respect to the Division Business which are described in Section 2.2 (the "Assumed Liabilities"). All ; provided, however, that all Assumed Liabilities referred to in Sections Section 2.2(a) and 2.2(b) shall be specifically listed on SCHEDULE 2.2(a)/(b) and 2.2(A)/(B), shall not exceed $4,600,0002,000,000. To the extent that the Schedules required by Section 2.2 require amendment due to changes in such liabilities and obligation in the Ordinary Course of Business as of the Closing the parties shall mutually amend such Schedules to provide for such changes on the Closing Date, and such amendments shall be deemed to be a part of this Agreement and incorporated herein by reference. All liabilities and obligations of Seller enumerated in Section 2.3 are collectively referred to herein herein" as "Excluded Liabilities." Seller shall remain liable for the Excluded Liabilities.