Common use of Assumption of Assumed Liabilities Clause in Contracts

Assumption of Assumed Liabilities. On and subject to the terms and conditions of this Agreement, at the Closing, Buyer agrees to assume and become responsible for the following liabilities arising from or relating to the Business (the "Assumed Liabilities"): (i) unless otherwise extinguished or satisfied, all liabilities and obligations set forth on the Business Financial Statements or taken into account in the calculation of Tangible Net Worth on the Closing Statement, other than liabilities and obligations arising from or relating to the Excluded Offices, subject to Section 2.4(vii) of this Agreement; (ii) unless otherwise extinguished or satisfied, all liabilities and obligations which have arisen in the ordinary course of the Business subsequent to the date of the Balance Sheet included in the Business Financial Statements, other than liabilities and obligations arising from or relating to the Excluded Offices, subject to Section 2.4(vii) of this Agreement; (iii) all liabilities and obligations of Sellers under any guarantee that any of them may have executed and delivered in connection with the Business, but only if listed on Schedule 2.4(iii) hereto and only to the extent that the real property lease or contract relating to such guarantee is assigned to the Buyer; (iv) all liabilities and obligations of the Sellers under the contracts, leases, licenses, receivables, inventory and other arrangements included in the definition of Assets; (v) all liabilities and obligations related to the employment of the Employees by Buyer, but only to the extent provided in Section 6.7 of this Agreement; provided, that any Excluded Employee hired by Buyer within sixty (60) days of the Closing Date shall be deemed to be an Employee for purposes of this Agreement; (vi) all liabilities and obligations pursuant to any overdraft facilities currently in place for the benefit of any Subsidiary; (vii) all liabilities and obligations arising from or relating to any Contract that is being performed or that has been sold as of the Closing Date (including, without limitation, any commission, bonus or other payment owed to any Excluded Employee for services performed in connection with any such Contract) by the Sellers' Chicago or Atlanta Offices, but only to the extent such liability or obligation is to be set forth on Schedule 2.4(vii) hereto, which Schedule shall be delivered at Closing; (viii) all liabilities and obligations with respect to the suits, actions, claims or proceedings that are disclosed on Schedule 3.11 hereto; (ix) subject to Section 6.15 of this Agreement, Buyer shall assume fifty percent (50%) (and Sellers shall retain fifty percent (50%)) of any and all liabilities and obligations relating to any unknown litigation commenced after the Closing Date based on facts, circumstances, events or conditions occurring or existing prior to the Closing Date; and (x) all liabilities and obligations of the Business arising from events occurring on or after the Closing Date. Notwithstanding the foregoing, Excluded Liabilities shall not be Assumed Liabilities hereunder.

Assumption of Assumed Liabilities. On and subject (a) Except to the terms extent specified in Section 1.4(b), Purchaser shall not assume, in connection with the transactions contemplated hereby, any liability or obligation of Seller whatsoever, and conditions Seller shall retain responsibility for all liabilities and obligations accrued prior to or as of this Agreementthe Closing Date and all liabilities and obligations arising from Seller's operations on, prior to or after the Closing Date, whether or not accrued or whether or not disclosed. (b) As the sole exception to the provisions at Section 1.4(a), effective as of the ClosingClosing Date, Buyer agrees to Purchaser shall assume and become responsible for agree to pay, discharge or perform, as appropriate, the following liabilities and obligations of Seller existing as of the Closing Date and arising from or relating out of the conduct of Seller's business prior to the Business Closing Date (collectively, the "Assumed Liabilities"): (i) unless otherwise extinguished current liabilities of the type and nature that have been recorded by Seller, consistent with past practice, under the general ledger account numbers of Seller listed on Schedule 1.4(b)(i) and that are incurred by Seller in the ordinary course of business consistent with past practice on or satisfied, all liabilities and obligations set forth prior to the Closing Date (but excluding (A) accrued interest on the Business Financial Statements or taken into account Excluded Liabilities, (B) any liability under Seller's retiree life insurance program and (C) any other liability that is listed as an Excluded Liability in the calculation of Tangible Net Worth on the Closing Statement, other than liabilities and obligations arising from or relating to the Excluded Offices, subject to Section 2.4(viiclauses (a)-(i) of this AgreementSection 1.5); (ii) unless otherwise extinguished obligations of Seller under Assumed Contracts to the extent such obligations are not required to be performed prior to the Closing and are disclosed on the face of such Assumed Contracts or satisfied, all liabilities on Schedule 1.2(f); (iii) obligations of Seller with respect to those workers' compensation claims listed on Schedule 3.9 and those workers' compensation claims that are filed against Seller after the date hereof arising out of Seller's ordinary course operations on or prior to the Closing Date except to the extent any such obligations which have arisen are covered by insurance policies maintained by Seller on or prior to the Closing Date; (iv) Seller's obligation for returns and allowances relating to goods shipped by Seller in the ordinary course of the Business subsequent its business on or prior to the date Closing Date, up to a maximum aggregate amount of the Balance Sheet included in the Business Financial Statements, other than liabilities and obligations arising from or relating to the Excluded Offices, subject to Section 2.4(vii) of this Agreement; (iii) all liabilities and obligations of Sellers under any guarantee that any of them may have executed and delivered in connection with the Business, but only if listed on Schedule 2.4(iii) hereto and only to the extent that the real property lease or contract relating to such guarantee is assigned to the Buyer; (iv) all liabilities and obligations of the Sellers under the contracts, leases, licenses, receivables, inventory and other arrangements included in the definition of Assets$200,000; (v) all those liabilities and obligations related to the employment of the Employees Seller expressly assumed by Buyer, but only to the extent provided in Purchaser under Section 6.7 of this Agreement5.7; provided, that any Excluded Employee hired by Buyer within sixty (60) days of the Closing Date shall be deemed to be an Employee for purposes of this Agreement;and (vi) all those other liabilities and obligations pursuant to any overdraft facilities currently of Seller arising or incurred in place for the benefit ordinary course of any Subsidiary; (vii) all liabilities business and obligations arising from or relating to any Contract that is being performed or that has been sold as of the Closing Date (including, without limitation, any commission, bonus or other payment owed to any Excluded Employee for services performed in connection with any such Contract) by the Sellers' Chicago or Atlanta Offices, but only to the extent such liability or obligation is to be specifically set forth on Schedule 2.4(vii) hereto, which Schedule shall be delivered at Closing; (viii) all liabilities and obligations with respect to the suits, actions, claims or proceedings that are disclosed on Schedule 3.11 hereto; (ix) subject to Section 6.15 of this Agreement, Buyer shall assume fifty percent (50%) (and Sellers shall retain fifty percent (50%1.4(b)(vi)) of any and all liabilities and obligations relating to any unknown litigation commenced after the Closing Date based on facts, circumstances, events or conditions occurring or existing prior to the Closing Date; and (x) all liabilities and obligations of the Business arising from events occurring on or after the Closing Date. Notwithstanding the foregoing, Excluded Liabilities shall not be Assumed Liabilities hereunder.

Assumption of Assumed Liabilities. On and subject to as of the terms Effective Date, the City shall assign, and conditions of this Agreement, at the Closing, Buyer agrees to Lessee shall assume and become responsible for pay or discharge when due, the following claims, obligations and liabilities, whether known or unknown, contingent or otherwise, arising from MHS Operations prior to, on or after the Effective Date, unless otherwise specified below (it being understood that such liabilities may be reduced or eliminated by the Lessee or the City, as applicable, through negotiations with third parties and Governmental Entities, provided that the reduction or elimination of the same is not a condition to Xxxxxx’s assumption thereof unless otherwise expressly set forth herein), but excluding any (i) Excluded Liabilities, (ii) liability arising from or relating to a breach of any representation, warranty, covenant or agreement of the Business City or MHS contained herein to the extent such breach would give rise to an indemnity payment of the City herein (including the "indemnity sources set forth in Section 14.9), (iii) liability or obligation to the extent covered or reimbursed by insurance carried by the City and that is not assigned to the Lessee, or (iv) liability barred by the applicable statute of limitations (collectively, the “Assumed Liabilities"”): (i) unless otherwise extinguished or satisfied3.6.1 Except as set forth on Schedule 3.6.1, all liabilities and obligations set forth of MHS and MHC (as hereinafter defined) as shown on the Business Financial Statements or taken into account in the calculation of Tangible Net Worth on the Closing Statement, other than liabilities and obligations arising from or relating to the Excluded Offices, subject to Section 2.4(vii) of this Agreement; (ii) unless otherwise extinguished or satisfied, all liabilities and obligations which have arisen in the ordinary course of the Business subsequent to the date of the Balance Sheet included in the Business Financial Statements, including any ledger or other than liabilities supporting documentation attached thereto and delivered to the Lessee that reasonably discloses and supports the amounts and obligations arising from shown on the Financial Statements, or relating the schedules attached hereto. 3.6.2 All unperformed and unfulfilled obligations that are required to be performed and fulfilled by the Excluded Offices, subject to Section 2.4(vii) of this Agreement; (iii) all liabilities and obligations of Sellers under any guarantee that any of them may have executed and delivered in connection with the Business, but only if listed on Schedule 2.4(iii) hereto and only to the extent that the real property lease City or contract relating to such guarantee is assigned to the Buyer; (iv) all liabilities and obligations of the Sellers MHS under the contracts, leases, licenses, receivables, inventory and other arrangements included in the definition of Assets; (v) all liabilities and obligations related to the employment of the Employees by Buyer, but only to the extent provided in Section 6.7 of this Agreement; provided, that any Excluded Employee hired by Buyer within sixty (60) days of the Closing Date shall be deemed to be an Employee for purposes of this Agreement; (vi) all liabilities and obligations pursuant to any overdraft facilities currently in place for the benefit terms of any Subsidiary;Assumed Contract. (vii) all 3.6.3 All accounts payable and accrued current liabilities and obligations arising from or relating to any Contract that is being performed or that has been sold as of the Closing Date (including, without limitation, any commissionaccruals for property leases, bonus or vehicle leases, equipment leases, utilities, payroll and other payment owed employment-related expenses) existing as of the Effective Date that pertain to any Excluded Employee for services performed in connection with any such Contract) by the Sellers' Chicago or Atlanta OfficesMHS Operations, but only to the extent such liability accounts payable and accrued liabilities are set forth or obligation is described on Schedule 3.6.3, which schedule shall be updated as of the Effective Date. 3.6.4 All obligations and liabilities as of the Effective Date in respect of accrued wages or accrued paid time off benefits of individuals who are employed by the City or MHS on the Effective Date for MHS Operations, including individuals who are employed by the City or MHS on the Effective Date for MHS Operations and are members of the medical staff of MHS or legal professionals who are employed by the City or MHS on the Execution Date exclusively for MHS Operations (collectively, the “MHS Employees”), and who are hired by the Lessee as 16 \\DC - 038094000003 -3386784 v12 of the Effective Date, to be the extent such obligations and liabilities are set forth on Schedule 2.4(vii) hereto3.6.4, which Schedule schedule shall be delivered at Closing;updated as of the Effective Date. (viii) 3.6.5 Subject to proration as set forth in Section 6.11, all obligations and liabilities as of and obligations after the Effective Date in respect of Taxes of the City or MHS with respect to the suits, actions, claims or proceedings that are disclosed on Schedule 3.11 hereto; (ix) subject to Section 6.15 MHS Operations. For purposes of this AgreementOperating Lease, Buyer shall assume fifty percent (50%) (“Taxes” means all federal, state and Sellers shall retain fifty percent (50%)) of local or special entity taxes, including, without limitation, income, payroll, employment, withholding, social security, information, excise, sales, real and personal property, use and occupancy, business and occupancy, gross receipts, mercantile, real estate, ad valorem, goods and services, value added, stamp, transfer, fuel, excess profits, alternative, environmental, license, estimated, severance, charges, fee, duties and franchise or other taxes, in each case, including any and all liabilities and obligations relating interest, penalties or additional to tax attribute thereto or attributed to any unknown litigation commenced after the Closing Date based on facts, circumstances, events or conditions occurring or existing prior to the Closing Date; and (x) all liabilities and obligations of the Business arising from events occurring on or after the Closing Date. Notwithstanding the foregoing, Excluded Liabilities shall not be Assumed Liabilities hereundernonpayment thereof.

Assumption of Assumed Liabilities. On At the Closing and on the terms and subject to the terms and conditions of set forth in this Agreement, at the Closing, Buyer agrees to assume and become responsible for only the following liabilities Liabilities of Sellers (the “Assumed Liabilities”): (a) all executory Liabilities arising from or to be performed after the Closing under all (i) Acquired Contracts listed on Schedule 3.13 or 3.14 as in existence on the date of this Agreement as the same have been provided to Buyer or counsel to Buyer, but not including the Excluded Contracts, (ii) Acquired Contracts not required to be listed pursuant to Section 3.14, as in existence on the date of this Agreement and entered into in the Ordinary Course of Business prior to the date of this Agreement, (iii) Acquired Contracts described in (i) or (ii) to the extent the same are amended after the date of this Agreement in accordance with this Agreement, (iv) Acquired Contracts entered into after the date of this Agreement in accordance with the provisions of this Agreement and (v) those Acquired Contracts entered into after the date of this Agreement not in accordance with the provisions of this Agreement that Buyer expressly agrees to assume, in each case other than any Liability arising out of or relating to a breach that occurred prior to the Closing; and (b) all of Sellers’ accounts payable for goods and services incurred in the Ordinary Course of Business that are either reflected on the Latest Balance Sheets or relating to the Business (the "Assumed Liabilities"): (i) unless otherwise extinguished and incurred by a Seller, NCPS or satisfied, all liabilities and obligations set forth on the Business Financial Statements or taken into account NDVS in the calculation Ordinary Course of Tangible Net Worth on the Closing Statement, other than liabilities and obligations arising from or relating to the Excluded Offices, subject to Section 2.4(vii) of this Agreement; (ii) unless otherwise extinguished or satisfied, all liabilities and obligations which have arisen in the ordinary course of the Business subsequent to between the date of the Latest Balance Sheet included in Sheets and the Business Financial Statements, Closing (other than liabilities accounts payable to Insiders or Affiliates of either Seller), and obligations arising from or relating to the Excluded Offices, subject to Section 2.4(vii) of this Agreement; (iii) all liabilities and obligations of Sellers under any guarantee that any of them may have executed and delivered in connection with the Business, but only if listed on Schedule 2.4(iii) hereto and only to the extent that the real property lease or contract relating to such guarantee is assigned to the Buyer; (iv) all liabilities and obligations of the Sellers under the contracts, leases, licenses, receivables, inventory and other arrangements included in the definition of Assets; (v) all liabilities and obligations related to the employment of the Employees by Buyer, but only to the extent provided in Section 6.7 of this Agreement; provided, that any Excluded Employee hired by Buyer within sixty (60) days of remain unpaid at the Closing Date shall be deemed without having given rise to be an Employee for purposes of this Agreement; (vi) all liabilities and obligations pursuant to any overdraft facilities currently in place for the benefit of any Subsidiary; (vii) all liabilities and obligations arising from or relating to any Contract that is being performed or that has been sold as of the Closing Date (including, without limitation, any commission, bonus or other payment owed to any Excluded Employee for services performed in connection with any such Contract) by the Sellers' Chicago or Atlanta Offices, but only to the extent such liability or obligation is to be set forth on Schedule 2.4(vii) hereto, which Schedule shall be delivered at Closing; (viii) all liabilities and obligations with respect to the suits, actions, claims or proceedings that are disclosed on Schedule 3.11 hereto; (ix) subject to Section 6.15 of this Agreement, Buyer shall assume fifty percent (50%) (and Sellers shall retain fifty percent (50%)) of any and all liabilities and obligations relating to any unknown litigation commenced after the Closing Date based on facts, circumstances, events or conditions occurring or existing prior to the Closing Date; and (x) all liabilities and obligations of the Business arising from events occurring on or after the Closing Date. Notwithstanding the foregoing, Excluded Liabilities shall not be Assumed Liabilities hereundera breach.

Assumption of Assumed Liabilities. On and subject (1) Except to the terms and conditions of this Agreement, at the Closingextent specified in Section 1.4(b), Buyer does not assume, in connection with the transactions contemplated hereby, any liability or obligation of Seller whatsoever, and Seller hereby retains responsibility for all liabilities and obligations accrued or incurred on and prior to date hereof, whether known or unknown, and all liabilities and obligations arising from Seller's operations on and prior to the date hereof, whether or not accrued or whether or not disclosed. Seller agrees to pay and settle all of such liabilities and obligations in a timely manner. (2) As the sole exceptions to the provisions of Section 1.4(a), effective as of the date hereof, Buyer shall assume and become responsible for agree to pay, discharge or perform, as appropriate, the following liabilities and obligations of Seller existing as of the date hereof and arising from or relating out of the conduct of Seller's business prior to the Business date hereof (collectively, the "Assumed Liabilities"): (i1) unless otherwise extinguished or satisfiedobligations of Seller under Assumed Contracts listed on Schedule 1.2(c) hereto (including any Letter of Credit for the foreign purchase of inventory listed thereon) to the extent such obligations are not required to be performed prior to the date hereof, all liabilities and obligations set forth are disclosed on the Business Financial Statements or taken into account in the calculation face of Tangible Net Worth on the Closing Statement, other than liabilities such Assumed Contracts and obligations arising from or relating accrue and relate to the Excluded Offices, subject operation of the Business subsequent to Section 2.4(vii) of this Agreementthe date hereof; (ii2) unless otherwise extinguished or satisfied, all liabilities and obligations which have arisen Seller's trade accounts payable incurred in the ordinary course of the Business subsequent to the date of the Balance Sheet included in the Business Financial Statements, other than liabilities and obligations arising from or relating to the Excluded Offices, subject to Section 2.4(vii) of this Agreement; (iii) all liabilities and obligations of Sellers under any guarantee that any of them may have executed and delivered in connection with the Business, but only if listed on Schedule 2.4(iii) hereto and only to the extent that the real property lease or contract relating to such guarantee is assigned to the Buyer; (iv) all liabilities and obligations of the Sellers under the contracts, leases, licenses, receivables, inventory and other arrangements included in the definition of Assets; (v) all liabilities and obligations related to the employment of the Employees by Buyer, but only to the extent provided in Section 6.7 of this Agreement; provided, that any Excluded Employee hired by Buyer within sixty (60) days of the Closing Date shall be deemed to be an Employee for purposes of this Agreement; (vi) all liabilities and obligations pursuant to any overdraft facilities currently in place for the benefit of any Subsidiary; (vii) all liabilities and obligations arising from or relating to any Contract that is being performed or that has been sold as of the Closing Date (including, without limitation, any commission, bonus or other payment owed to any Excluded Employee for services performed in connection with any such Contract) by the Sellers' Chicago or Atlanta Offices, but only to the extent such liability accounts payable are current (meaning that no amount owed by Seller in connection with such trade payables shall relate to an item purchased or obligation is service received prior to be January 21, 1999) and are set forth on Schedule 2.4(vii) heretoa schedule delivered to Buyer on the date hereof ("Trade Payables"), which Schedule shall be delivered at Closingup to an aggregate maximum amount of Four Hundred and Fifty Thousand Dollars ($450,000); (viii3) all liabilities and obligations Amounts outstanding under Seller's working capital line of credit with respect AmSouth Bank ("Line of Credit") to the suits, actions, claims extent such amounts are current (meaning that no amount owed by Seller in connection with such Line of Credit shall relate to an item purchased or proceedings that are disclosed on Schedule 3.11 hereto; (ix) subject to Section 6.15 of this Agreement, Buyer shall assume fifty percent (50%) (and Sellers shall retain fifty percent (50%)) of any and all liabilities and obligations relating to any unknown litigation commenced after the Closing Date based on facts, circumstances, events or conditions occurring or existing service received prior to the Closing DateJanuary 21, 1999) hereof, up to a maximum aggregate amount, including both principal and interest, of Three Hundred Thousand Dollars ($300,000); and (x4) all liabilities and obligations of the Business relating to ordinary course repair, credit or replacement claims arising from events occurring on or after the Closing Date. Notwithstanding the foregoing, Excluded Liabilities shall not be Assumed Liabilities hereunderdate hereof under Seller's written knife warranties described on Schedule 3.28 hereto.

Assumption of Assumed Liabilities. On and subject Subject to the terms and conditions of this Agreementset forth herein, and in reliance upon the representations and warranties contained herein, at the Closing, in consideration for the sale, assignment, transfer, conveyance and delivery of the Transferred Assets to Buyer, Buyer agrees to assume and become responsible for undertake to pay, perform and discharge, in accordance with the terms thereof, only the following liabilities arising from or relating to Liabilities incurred in the Ordinary Course of Business (the "Assumed Liabilities"): (a) all contractual obligations (other than obligations relating to Excluded Liabilities) of the Sellers and their Subsidiaries arising under Leases and Contracts that constitute Transferred Assets other than any Liabilities (i) unless otherwise extinguished which relate to any Lease or satisfied, all liabilities and Contract as to which Sellers are in default under such obligations set forth on the Business Financial Statements or taken into account in the calculation of Tangible Net Worth on the Closing StatementDate (or would be in default on the Closing Date, assuming the giving of any applicable notices and the lapse of any applicable waiting periods under the Leases or Contracts), it being intended that the portion of any Liabilities under such Leases and Contracts as to which Sellers are not in default shall not be excluded hereby, (ii) which are due and payable on or before the Closing Date or (iii) which constitute Excluded Liabilities; (b) all Liabilities expressly assumed by Buyer pursuant to Section 9.8; (c) all Liabilities (other than liabilities and obligations arising from or relating Excluded Liabilities) Related to the Excluded Offices, subject to Section 2.4(viiBusiness which are not included in clause (a) and (b) of this Agreement; (ii) unless otherwise extinguished or satisfied, all liabilities and obligations which have arisen in the ordinary course of the Business subsequent to the date of the Balance Sheet included in the Business Financial Statements, other than liabilities and obligations arising from or relating to the Excluded Offices, subject to Section 2.4(vii) of this Agreement; (iii) all liabilities and obligations of Sellers under any guarantee that any of them may have executed and delivered in connection with the Business, but only if listed on Schedule 2.4(iii) hereto and only to the extent that the real property lease or contract relating to such guarantee is assigned to the Buyer; (iv) all liabilities and obligations of the Sellers under the contracts, leases, licenses, receivables, inventory and other arrangements included in the definition of Assets; (v) all liabilities and obligations related to the employment of the Employees by Buyer3.1, but only to the extent provided and in the amounts included in Net Working Capital in accordance with Section 6.7 of this Agreement; provided, that any Excluded Employee hired by Buyer within sixty (60) days of the Closing Date shall be deemed to be an Employee for purposes of this Agreement; (vi) all liabilities and obligations pursuant to any overdraft facilities currently in place for the benefit of any Subsidiary; (vii) all liabilities and obligations arising from or relating to any Contract that is being performed or that has been sold as of the Closing Date (including, without limitation, any commission, bonus or other payment owed to any Excluded Employee for services performed in connection with any such Contract) by the Sellers' Chicago or Atlanta Offices, but only to the extent such liability or obligation is to be set forth on Schedule 2.4(vii) hereto, which Schedule shall be delivered at Closing; (viii) all liabilities and obligations with respect to the suits, actions, claims or proceedings that are disclosed on Schedule 3.11 hereto; (ix) subject to Section 6.15 of this Agreement, Buyer shall assume fifty percent (50%) (and Sellers shall retain fifty percent (50%)) of any and all liabilities and obligations relating to any unknown litigation commenced after the Closing Date based on facts, circumstances, events or conditions occurring or existing prior to the Closing Date4.2; and (xd) all liabilities and obligations of Liabilities Related to the Business to the extent arising from events occurring on or Buyer's actions from and after the Closing Date. Notwithstanding the foregoing, Excluded Buyer will assume no Liabilities shall not be Assumed Liabilities hereunderwhatsoever other than those identified in clauses (a) through (d) of this Section 3.1.

Assumption of Assumed Liabilities. On and subject Subject to the terms and conditions of set forth in this Agreement, at the Closing, Buyer agrees the Seller will transfer and assign the Assumed Liabilities to the Purchaser, and the Purchaser will assume the Assumed Liabilities from the Seller, all to be effective as of the Closing. The “Assumed Liabilities” consist of: (a) obligations of Seller to be performed after the Closing pursuant to the Assumed Contracts, subject to Section 1.6(g) (b) the Liabilities set forth on Schedule 1.5(b); and (c) obligations of the Seller for which the vehicles described in Section 1.2(a) act as security pursuant to a perfected security interest or lien in effect as of the date of this Agreement. (d) Liabilities of the Seller arising from the assignment of the Assumed Contracts to Purchaser without the consent of any other party to such Assumed Contract. (e) those Liabilities of Purchaser to perform warranty work as described in Section 1.8; (f) all credit card debt owed by Xxxxxxx Xxxxxxxx and become responsible Xxxxxxx Xxxxxxxx to the extent incurred for the following liabilities arising from or relating benefit of the Seller, in the Ordinary Course of Business for the Seller, consistent with past practices of the Seller; (g) recognition of all unused accrued vacation time for Retained Employees (as defined in and more particularly described in Section 4.13); (h) accrued and unpaid payroll costs to be reimbursed by Purchaser to Seller pursuant to Section 1.4(b), to the extent incurred in the Ordinary Course of Business (the "Assumed Liabilities"):of Seller, consistent with past practices of Seller; (i) unless otherwise extinguished or satisfied, all liabilities and obligations set forth on the Business Financial Statements or taken into account in the calculation of Tangible Net Worth on the Closing Statement, other than liabilities and obligations arising from or relating to the Excluded Offices, subject to Section 2.4(vii) of this Agreement; (ii) unless otherwise extinguished or satisfied, all liabilities and obligations which have arisen in the ordinary course Liabilities of the Business subsequent Seller with respect to the date of wages, salaries, bonuses, accrued vacation, personal or sick days, benefits and any other compensation package incurred by Seller, so long as such Liabilities are reflected on the Balance Sheet included in the Business Financial Statements, other than liabilities and obligations arising from or relating to the Excluded Offices, subject to Section 2.4(vii) of this Agreement; (iii) all liabilities and obligations of Sellers under any guarantee that any of them may have executed and delivered in connection with the Business, but only if listed on Schedule 2.4(iii) hereto and only to the extent that the real property lease or contract relating to such guarantee is assigned to the Buyer; (iv) all liabilities and obligations of the Sellers under the contracts, leases, licenses, receivables, inventory and other arrangements included in the definition of Assets; (v) all liabilities and obligations related to the employment of the Employees by Buyer, but only to the extent provided in Section 6.7 of this Agreement; provided, that any Excluded Employee hired by Buyer within sixty (60) days of the Closing Date shall be deemed to be an Employee for purposes of this Agreement; (vi) all liabilities and obligations pursuant to any overdraft facilities currently in place for the benefit of any Subsidiary; (vii) all liabilities and obligations arising from or relating to any Contract that is being performed or that has been sold as of the Closing Date (including, without limitation, any commission, bonus or other payment owed to any Excluded Employee for services performed in connection with any such Contract) by the Sellers' Chicago or Atlanta Offices, but only to the extent such liability or obligation is to be set forth on Schedule 2.4(vii) hereto, which Schedule shall be delivered at Closing; (viii) all liabilities and obligations with respect to the suits, actions, claims or proceedings that are disclosed on Schedule 3.11 hereto; (ix) subject to Section 6.15 of this Agreement, Buyer shall assume fifty percent (50%) (and Sellers shall retain fifty percent (50%)) of any and all liabilities and obligations relating to any unknown litigation commenced after the Closing Date based on facts, circumstances, events or conditions occurring or existing prior to the Closing DateSeller; and (xj) all liabilities and obligations trade payables incurred by the Seller in the Ordinary Course of Business as of the close of the Business arising from events occurring on or after the day preceding the Closing Date. Notwithstanding the foregoing, Excluded Liabilities shall not be Assumed Liabilities hereunder.