Common use of Assumed Contracts, Leases and Liabilities Clause in Contracts

Assumed Contracts, Leases and Liabilities. (1) At Closing, Buyer will assume and agree to pay or perform, as the case may be, only those obligations constituting liabilities incurred in the ordinary course of business, which Buyer expressly elects to assume as specifically set forth on Exhibit 1.4 attached hereto, and (b) those obligations arising on and after the Closing under those Leases and Contracts (as such term is defined herein) which Buyer expressly elects to assume (collectively, the "Assumed Liabilities"). (2) Except for the Assumed Liabilities, it is expressly agreed and understood by the parties to this Agreement that Buyer does not assume, and shall not be liable for, any debt, liability or obligation of Sellers or Owners of any type or description whatsoever, whether related or unrelated to the Assets, the Business or the transactions contemplated within this Agreement and that Sellers and Owners shall remain liable and responsible for the payment or performance of, respectively, each of their own debts, liabilities, obligations, contracts, leases, notes payable, accounts payable, commitments, agreements, suits, claims, indemnities, mortgages, taxes, contingent liabilities and other obligations including, without limitation, any and all investment tax credit recapture, depreciation recapture, recapture or prior period adjustments under Medicaid, all impositions of income tax and other taxes, all employee wages, salaries and benefits including, without limitation, COBRA and WARN obligations (as defined herein), accrued vacation and sick pay not expressly assumed by Buyer pursuant to Section 1.4(1), and other accrued employee benefits including rights of Sellers' retirees to participate in Sellers' medical plans.

Assumed Contracts, Leases and Liabilities. (1) At Closing, Buyer will assume and agree to pay or perform, as the case may be, only (a) Two Million Seven Hundred Fifty Thousand and No/100 Dollars ($2,750,000.00) of those obligations existing at February 1, 1998, constituting working capital liabilities incurred in the ordinary course of business, business which Buyer expressly elects to assume assume, as specifically set forth on Exhibit 1.4 1.3(a) attached hereto, (b) those obligations constituting working capital liabilities incurred in the ordinary course of business on and after the Effective Date (as such term is defined in paragraph 1.5), including indebtedness for borrowed money incurred to purchase Inventory in an amount not to exceed that set forth on Exhibit 1.3(b) hereto, but excluding all other long-term and interest bearing debt and other than obligations and costs associated with the "Sellers Plans" described in paragraph 3.13, and (bc) those obligations arising on and after the Closing Effective Date under those Leases and Contracts (as such term is defined hereinin paragraph 3.9) which Buyer expressly elects to assume (collectively, the "Assumed Liabilities"). (2) Except for the Assumed Liabilities, it is expressly agreed and understood by each of the parties to this Agreement that Buyer does not assume, and shall will not be liable for, any debt, liability or obligation of Sellers or Owners Shareholders of any type or description whatsoever, whether related or unrelated to the Assets, the Business or the transactions contemplated within under this Agreement and that Sellers and Owners shall and/or Shareholders will remain liable and responsible for the payment or performance ofperformance, respectivelyas the case may be, each of their own all debts, liabilities, obligations, contracts, leases, notes payable, accounts payable, commitments, agreements, suits, claims, indemnities, mortgages, taxes, contingent liabilities and other obligations of Sellers and/or Shareholders including, without limitation, any and all investment tax credit recapture, depreciation recapture, recapture or prior period adjustments under MedicaidMedicare, Medicaid and Blue Cross, all impositions of income tax and other taxes, ; all employee wages, salaries and benefits including, without limitation, COBRA and WARN obligations (as defined herein)obligations, accrued vacation and sick pay not expressly assumed by Buyer pursuant to Section 1.4(1), and other accrued employee benefits including rights of Sellers' retirees to participate in Sellers' medical plans.by

Assumed Contracts, Leases and Liabilities. (1) At Closing, Buyer will assume and agree to pay or perform, as the case may be, only (a) those obligations constituting consisting of current trade accounts payable and accrued expenses which constitute current working capital liabilities incurred in the ordinary course of business, which exclusive of long-term and interest bearing debt, that Buyer expressly elects to assume as specifically set forth on Exhibit 1.4 1.3 attached hereto, and (b) those obligations arising on and after the Closing under those Leases and Contracts (as such term is defined hereinin paragraph 4.11) which Buyer expressly elects to assume (collectively, the "Assumed Liabilities"). (2) Except for the Assumed Liabilities, it is expressly agreed and understood by each of the parties to this Agreement that Buyer does not assume, and shall not be liable for, any debt, liability or obligation of Sellers Seller or Owners any Shareholder, of any type or description whatsoever, whether related or unrelated to the Assets, the Business or the transactions contemplated within this Agreement and that Sellers and Owners Seller and/or any Shareholder shall remain liable and responsible for the payment or performance ofperformance, respectivelyas the case may be, each of their own all debts, liabilities, obligations, contracts, leases, notes payable, accounts payable, commitments, agreements, suits, claims, indemnities, mortgages, taxes, contingent liabilities and other obligations of Seller and/or any Shareholder including, without limitation, any and all investment tax credit recapture, depreciation recapture, recapture or prior period adjustments under MedicaidMedicare, Medicaid and Blue Cross, all impositions of income tax and other taxes, including, without limitation, payroll related taxes; all employee wages, salaries and benefits including, without limitation, COBRA and WARN obligations (as defined herein)obligations, sick pay and accrued vacation and sick pay not expressly assumed by Buyer pursuant to Section 1.4(1)this paragraph, and other accrued employee benefits including rights of Sellers' Seller's retirees to participate in Sellers' Seller's medical plans. Seller and Shareholders agree, jointly and severally, to indemnify and hold Buyer harmless, from and against any and all claims of Seller's employees relating to their employment by Seller through Closing and such termination, whenever made. Notwithstanding any statement contained in this Agreement or otherwise seemingly to the contrary, Buyer shall not be obligated to assume liabilities in excess of, in the aggregate, an amount equal to One Million Four Hundred Seventy Seven Thousand Dollars ($1,477,000.00) (the "Assumed Liabilities Cap").

Assumed Contracts, Leases and Liabilities. (1) At Closing, Buyer will assume and agree to pay or perform, as the case may be, only (a) those obligations constituting consisting of current trade accounts payable and accrued expenses which constitute current working capital liabilities incurred in the ordinary course of business, exclusive of long-term and interest bearing debt, which Buyer expressly elects to assume as specifically set forth on Exhibit 1.4 1.3 attached hereto, and (b) those obligations arising on and after the Closing under those Leases and Contracts (as such term is defined hereinin paragraph 4.11) which Buyer expressly elects to assume (collectively, the "Assumed Liabilities"). (2) Except for the Assumed Liabilities, it is expressly agreed and understood by each of the parties to this Agreement that Buyer does not assume, and shall not be liable for, any debt, liability or obligation of Sellers Seller or Owners General Partner, of any type or description whatsoever, whether related or unrelated to the Assets, the Business or the transactions contemplated within this Agreement and that Sellers and Owners Seller and/or General Partner shall remain liable and responsible for the payment or performance ofperformance, respectivelyas the case may be, each of their own all debts, liabilities, obligations, contracts, leases, notes payable, accounts payable, commitments, agreements, suits, claims, indemnities, mortgages, taxes, contingent liabilities and other obligations of Seller and/or General Partner including, without limitation, any and all investment tax credit recapture, depreciation recapture, recapture or prior period adjustments under MedicaidMedicare, Medicaid and Blue Cross, all impositions of income tax and other taxes, including, without limitation, payroll related taxes; all employee wages, salaries and benefits including, without limitation, COBRA and WARN obligations (as defined herein)obligations, sick pay and accrued vacation and sick pay not expressly assumed by Buyer pursuant to Section 1.4(1)this paragraph, and other accrued employee benefits including rights of Sellers' Seller's retirees to participate in Sellers' Seller's medical plans. Notwithstanding any statement contained in this Agreement or otherwise seemingly to the contrary, Buyer shall not be obligated to assume liabilities in excess of, in the aggregate, an amount equal to One Million Dollars ($1,000,000) (the "Assumed Liabilities Cap").

Assumed Contracts, Leases and Liabilities. (1) At Closing, Buyer will assume and agree to pay or perform, as the case may be, only (a) those obligations constituting consisting of current trade accounts payable up to One Million Dollars ($1,000,000.00) that constitute current working capital liabilities incurred in the ordinary course of business, exclusive of long-term and interest bearing debt, which Buyer expressly elects to assume as specifically set forth on Exhibit 1.4 1.3 attached hereto, and (b) those obligations arising on and after the Closing under those Leases and Contracts (as such term is defined hereinin paragraph 4.11) which that Buyer expressly elects to assume (collectively, the "Assumed Liabilities"). (2) Except for the Assumed Liabilities, it is expressly agreed and understood by each of the parties to this Agreement that Buyer does not assume, and shall not be liable for, any debt, liability or obligation of Sellers Seller or Owners Shareholders, of any type or description whatsoever, whether related or unrelated to the Assets, the Business or the transactions contemplated within this Agreement and that Sellers and Owners Seller and/or Shareholders shall remain liable and responsible for the payment or performance ofperformance, respectivelyas the case may be, each of their own all debts, liabilities, obligations, contracts, leases, notes payable, accounts payable, commitments, agreements, suits, claims, indemnities, mortgages, taxes, contingent liabilities and other obligations of Seller and/or Shareholders including, without limitation, any and all investment tax credit recapture, depreciation recapture, recapture or prior period adjustments under MedicaidMedicare, Medicaid and Blue Cross, all impositions of income tax and other taxes including, without limitation, payroll-related taxes, ; all employee wages, salaries and benefits including, without limitation, COBRA and WARN obligations and other (as defined herein1) (a) in excess of, in the aggregate, an amount equal to One Million Dollars ($1,000,000.00) (the "Assumed Liabilities Cap"), accrued vacation and sick pay not expressly assumed by Buyer pursuant to Section 1.4(1), and other accrued employee benefits including rights of Sellers' retirees to participate in Sellers' medical plans.