Assumption of Liabilities; Etc Sample Clauses

Assumption of Liabilities; Etc. (a) At the Closing, the Buyer shall execute and deliver an Instrument of Assumption of Liabilities (the "Instrument of Assumption") substantially in the form attached hereto as EXHIBIT B, pursuant to which it shall assume and agree to perform, pay and discharge the following liabilities, obligations and commitments of the Seller related to the Business (the "Assumed Liabilities"): (i) All obligations of the Seller continuing after the Closing under the leases and contracts of the Business and set forth on SCHEDULE 1.4 attached hereto which become due and payable after the Closing Date; (ii) Accounts payable incurred in the ordinary course of business by Seller for purchase of videotapes, to the extent such videotapes are shipped to the Seller during the 30-day period prior to the Closing Date; and (iii) All other liabilities and obligations of the Seller, if any, specifically set forth in SCHEDULE 1.4 attached hereto. Notwithstanding the foregoing, Buyer will not assume (and the Assumed Liabilities shall exclude) any liabilities, obligations or commitments of the Seller to the extent such liabilities, obligations and commitments relate in whole or in part to the Excluded Stores, except to the extent that the Seller can demonstrate, to Buyer's reasonable satisfaction, that such liabilities (or a portion thereof) are attributable to the Stores and the Assets. (b) The Buyer shall not at the Closing assume or agree to perform, pay or discharge, and the Seller shall remain unconditionally liable for, all obligations, liabilities and commitments, fixed or contingent, of the Seller other than the Assumed Liabilities.

Assumption of Liabilities; Etc. (a) All of the Business and Assets shall be transferred to MGI free and clear of security interests, mortgages, liens and encumbrances of any kind (collectively "Liens") except the following (the "Permitted Liens"): (i) materialmen's, merchants, carriers, workmen's, repairmen's or other like liens arising in the ordinary course of business, and (ii) those Liens, if any, which secure the liabilities of Chronimed which exist on the Effective Date and which are being assumed by MGI. (b) Effective as of the Effective Date, MGI shall assume and agree to pay and perform all liabilities, whether known or unknown, absolute or contingent, accrued or non-accrued, or otherwise, of Chronimed which arise or arose in the past in the ordinary course of business of the Business, or which primarily relate to or which primarily arise from or arose from the Assets or from the Business or its operation, past, present or future, including, but not limited to: (i) All accounts payable and accrued liabilities for the Business as they exist on the Effective Date; (ii) All warranty and service liabilities and obligations of Chronimed for products of the Business or services of the Business sold, leased or provided on, prior to or after the Effective Date; (iii) All other liabilities and obligations of Chronimed for products of the Business or services of the Business sold, leased or provided on, prior to or after the Effective Date, including but not limited to liabilities and obligations for product liability, product defects or for infringement; (iv) All claims and litigation that primarily relate to the Business or the Assets, including any liabilities and obligations that arise thereunder and all costs and expenses arising in connection therewith, including but not limited to the Bayer litigation and the other now known claims and other litigation specified on Schedule 4.2(b)(iv) attached hereto; (v) All liabilities and obligations of Chronimed under the leases, contracts and employee benefit plans set forth on Schedule 4.2(b)(iv) attached hereto, whether arising on, prior to or after the Effective Date; and (vi) All other liabilities and obligations of Chronimed specifically set forth in Schedule 4.2(b)(vi) attached hereto. (Hereinafter, the liabilities and obligations assumed by MGI are collectively referred to as the "Assumed Liabilities".) MGI shall not assume or agree to perform, pay or discharge, and Chronimed shall remain liable for, all obligations, liabilities and com...

Assumption of Liabilities; Etc. 5 1.5 Allocation of Base Purchase Price and Assumed Liabilities............................. 7 1.6 The Closing..................................... 7 1.7

Assumption of Liabilities; Etc. (a) At the Closing, the Buyer shall execute and deliver an Instrument of Assumption of Liabilities (the "Instrument of Assumption") substantially in the form attached hereto as Exhibit B, pursuant to which it shall assume and agree to perform, pay and discharge the liabilities, obligations and commitments of the Sellers (the "Assumed Liabilities") set forth on Schedule I. (b) The Buyer shall not at the Closing assume or agree to perform, pay or discharge, and the Sellers shall remain unconditionally liable for, all obligations, liabilities and commitments, fixed or contingent, of the Sellers other than the Assumed Liabilities.

Assumption of Liabilities; Etc. (a) At the Closing, the Buyer shall execute and deliver an Instrument of Assumption of Liabilities (the "Instrument of Assumption") in the form attached hereto as Exhibit A, pursuant to which it shall assume and agree to perform, pay and discharge the following liabilities, obligations and commitments of the Seller (the "Assumed Liabilities"): (i) All obligations of the Seller continuing after the Closing under the Assumed Contracts which become due and payable after the Closing Date; and (ii) All other liabilities and obligations of the Seller specifically set forth on Schedule 1.3 attached hereto. (b) The Buyer shall not at the Closing assume or agree to perform, pay or discharge, and the Seller shall remain unconditionally liable for, all obligations, liabilities and commitments, fixed or contingent, of the Seller other than the Assumed Liabilities.

Assumption of Liabilities; Etc. (a) At the Closing, the Buyer shall execute and deliver an Instrument of Assumption of Liabilities (the "Instrument of Assumption") substantially in the form attached hereto as Exhibit C, pursuant to which it shall assume and agree to timely perform, pay and discharge the following liabilities, obligations and commitments of the Seller, to the extent such liabilities, obligations and commitments relate exclusively to the Stores or the Assets, and not to the Excluded Assets (the "Assumed Liabilities"): (i) All obligations of the Seller accruing or continuing after the Closing under the leases set forth on Schedule 1.4 attached hereto (which includes a lease for 6,400 square feet of space in Middletown, Ohio, on which Buyer intends to develop a new retail video store (the "Middletown Location")) which become due and payable after the Closing Date; and (ii) Accounts payable incurred in the ordinary course of business by Seller for purchase of videotapes, to the extent such videotapes were received during the 60-day period prior to the Closing; (iii) All other liabilities and obligations of the Seller specifically set forth in Schedule 1.4 attached hereto. (b) The Buyer shall not at the Closing assume or agree to perform, pay or discharge, and the Seller shall remain unconditionally liable for, all obligations, liabilities and commitments, fixed or contingent, of the Seller other than the Assumed Liabilities.

Assumption of Liabilities; Etc. Purchase Price 3 1.5 The Closing 4

Assumption of Liabilities; Etc. At the Closing, the Buyer shall execute and deliver an Instrument of Assumption of Liabilities (the "Instrument of Assumption") in the form attached hereto as Exhibit B, pursuant to which the Buyer shall assume and agree to perform, pay and discharge the following obligations of Seller (the "Assumed Liabilities"): (i) all obligations relating to the Business or the Assets incurred from and after the Effective Date and arising from events occurring on and after the Effective Date, including without limitation all obligations relating to the Contracts and the Real Property Leases arising from and after the Effective Date, and all obligations with respect to the Transferred Employees arising from and after the Effective Date, and (ii) the royalty payable to the South Carolina Retirement System ("SCRS") under Section 4.16 of that certain Licensing Agreement between the Seller and SCRS dated September 18, 1999. The Buyer shall not at the Closing assume or agree to perform, pay or discharge, and the Seller shall remain unconditionally liable for, all obligations, liabilities and commitments, fixed or contingent, of the Seller other than the Assumed Liabilities. Without limitation of the foregoing, Buyer shall not assume any obligations for the employee benefits plans set forth on Schedule 2.8 of this Agreement.

Assumption of Liabilities; Etc. 4 1.6 [Intentionally omitted]................................... 5 1.7 The Closing............................................... 5 1.8 Apportionment............................................. 5

Assumption of Liabilities; Etc. (i) The Assumption of Liabilities, dated the Closing Date, in the form attached hereto as Schedule 1.4(b); and (ii) Such other assumptions, undertakings and agreements, in form and substance reasonably satisfactory to the Sellers and their counsel, as are required to effect the full and unconditional assumption of the Assumed Liabilities by the Purchaser.