Common use of Assumed; Excluded Liabilities Clause in Contracts

Assumed; Excluded Liabilities. Upon the terms and subject to the conditions of this Agreement, effective as of the Closing Date, Purchaser shall assume and be obligated to pay when due, perform, or discharge only the Assumed Liabilities. Purchaser shall not assume or otherwise become liable for any Excluded Liabilities. Purchase Price . Subject to Section 2.3 hereof, the aggregate cash purchase price to be paid by Purchaser for the Purchased Assets (the "Purchase Price") shall be equal to the sum of (i) $119,800,000.00 plus (ii) the aggregate of the purchase prices (as set forth in section B to Schedule 1.11 hereto) paid by Sellers under the Rail Car Purchase Orders for any New Cars delivered to Sellers on or prior to the Closing Date plus (iii) the portion of the Cypress Monthly Payment that is allocable to any period prior to the Closing Date (such allocation to be done ratably between the period prior to the Closing Date and the period commencing on or after the Closing Date based on the number of days covered by such Cypress Monthly Payment), minus (iv) the aggregate amount of the Advance Payments as of the Closing Date, minus (v) if, and only in the event that, the closing of the transactions contemplated by any sale agreement entered into with respect to the IP-20 Rail Cars pursuant to Section 5.20 hereof shall occur prior to the Closing Date, the aggregate amount of any fees, commissions or other amounts paid or payable to Sellers under such sale agreement, or otherwise in connection with such sale, of the IP-20 Rail Cars, minus (vi) the aggregate amount, if any, paid or payable to Sellers with respect to any sales of obsolete or damaged Owned Cars for scrap value made in accordance with clause (i) of Section 5.5(g) hereof. Subject to Section 2.2(b) hereof, Purchaser shall pay the Purchase Price to the Sellers at the Closing by wire transfer in immediately available funds to an account or accounts designated by Sellers. Notwithstanding the last sentence of Section 2.2(a) hereof, if Sellers have not provided evidence reasonably satisfactory to Purchaser of the payment in full of all purchase price and other amounts required to be paid by Sellers under any Rail Car Purchase Orders for New Cars that are included as Purchased Assets at the Closing, Purchaser is hereby authorized and instructed to pay, on behalf of Sellers, a portion of the Purchase Price to the applicable seller of the New Cars as is necessary to fully pay the outstanding balance of purchase price and other amounts required to be paid by Sellers under any such Rail Car Purchase Orders. A paid invoice and either executed wire transfer instructions or a copy of a check payable to the applicable seller of the New Cars shall be deemed "evidence reasonably satisfactory to Purchaser" for purposes of this Section 2.2(b).