Assumption of Specified Liabilities Sample Clauses

Assumption of Specified Liabilities. Subject to the terms and conditions herein set forth, from and after the Closing, Purchaser shall assume and Purchaser shall pay, perform, and discharge, when due, only the following liabilities and obligations of Seller: (a) trade payables of Seller (other than any inter-company payables to Clinsite or its other Affiliates) reflected on Seller's Balance Sheet or incurred after the date of Seller's Balance Sheet in the Ordinary Course of Business (including quantity, frequency and payment and other terms of trade) ("Trade Payables"); (b) Seller's unearned revenues consisting of the obligation to complete Customers' Contracts; and (c) Seller's obligations arising under the Assigned Contracts. Purchaser shall not assume, pay, perform, or discharge any other liabilities or obligations, of Clinsite or Seller, including without limitation: (i) Seller's obligations to Personnel or to any organization that provides Personnel to Seller; (ii) Seller's obligations to commissioned representatives of Seller, except for commissions due for ongoing studies and included in the Assumed Liabilities; (iii) The fees and expenses of Counsel for Clinsite and Seller, provided SFBC and Purchaser acknowledge that such fees and expenses shall be paid in accordance with Section 3.02(a); and (iv) Any liabilities of Seller's Subsidiary. The liabilities and obligations to be assumed by Purchaser pursuant to the foregoing provisions of this Section 2.02 are referred to herein as the "Assumed Liabilities." Without limiting or otherwise affecting the foregoing provisions of this Section 2.02, and except as otherwise provided in this Agreement, all liabilities and obligations in respect of the conduct of the Business after the Closing or the ownership of the Acquired Assets after the Closing shall be the responsibility of, and shall be paid and discharged by, Purchaser.

Assumption of Specified Liabilities. Purchaser shall neither assume, nor discharge, nor be liable for any debts, liabilities or obligations of Seller of any kind whatsoever, except for the following specifically described liabilities (collectively, the "Assumed Liabilities"). All schedules shall be prepared as of November 30, 1999 and updated by Xxxxxx as of the date of Closing, provided that the schedule on accounts payable at Closing shall not be considered inaccurate if it is within $40,000 of the correct amount in the aggregate, with any particular payable being correct within $4,000. 2.1 Payment for those accounts payable for ordered Inventory and supplies not delivered before the close of business on the Inventory Date which are specifically assumed by Purchaser pursuant to Section 4.2. 2.2 Debt to the State Bank and Trust Company of Defiance, Ohio (as set forth on Schedule D attached hereto and incorporated herein). 2.3 Accounts Payable (as set forth on Schedule E attached hereto and incorporated herein). 2.4 Accrued Liabilities (as set forth on Schedule F attached hereto and incorporated herein). 2.5 Xxxxxxx Note (as set forth on Schedule G attached hereto and incorporated herein). 2.6 Pension Liability (as set forth on Schedule H attached hereto and incorporated herein). 2.7 Reserve for Bad Debts and Unknown Liabilities (as set forth on Schedule I attached hereto and incorporated herein). 2.8 The personal property leases of the Company as set forth on Schedule J attached hereto and incorporated herein. 2.9 All obligations and liabilities relating to the termination of employees of Seller at its Defiance, Ohio locations, provided that Seller fully cooperates with Purchaser in connection with the timing, manner and means of providing notice of such termination, and the information required to make a determination regarding such termination, which, to the knowledge of Seller, are set forth on Schedule K. 2.10 The Severance Agreements dated December 24, 1998, by and between the Company and Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxx and Xxxx Xxxxxx (the "Xxxxxxxxx Agreements"), which Severance Agreements became effective as of June 1, 1999, provided that the Severance Agreements with Xxxxx Xxxxxx and Xxxx Xxxxxx are amended prior to Closing to include only for the continuation of health insurance and the deletion of the Noncompetition Agreement and the Separation Package.

Assumption of Specified Liabilities. 10 1.4 Non-Assumption of Certain Liabilities..............................11 1.5

Assumption of Specified Liabilities. 27 7.2 Employment of Seller's Employees . . . . . . . . . . . . . . . 28 7.3 Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . 28 7.4 Employment of Xxxxx Xxxxxxx . . . . . . . . . . . . . . . . . 28

Assumption of Specified Liabilities. At Closing, Buyer shall assume the following liabilities and obligations of Seller (“Assumed Liabilities”), but only to the extent such obligations and liabilities do not arise from a breach occurring prior to the Closing Date, which shall thereafter be performed and paid by Buyer when due: (a) All contracts, agreements and commitments of Seller pertaining to the Business in existence as of the Closing Date, including without limitation those listed on Schedule 2.2(a); (b) All trade accounts payable pertaining to the Business including without limitation those listed on Schedule 2.2(b); (c) Intercompany accounts payable, to the extent they relate to purchases of products from the Excluded Business listed on Schedule 2.2(c); (d) Accrued expenses arising in the ordinary course of business (including, without limitation, accrued payroll, vacation pay and utilities) including without limitation those listed on Schedule 2.2(d); and (e) Accrued sales, payroll and property taxes arising in the ordinary course of business including without limitation those listed on Schedule 2.2(e).

Assumption of Specified Liabilities. At the Closing (hereinbelow defined), IUT shall agree to assume and perform after the Closing when and as they become due the liabilities of Oncologix that are listed and described on Schedule 2.2 (the "Assumed Liabilities") and no others.

Assumption of Specified Liabilities. At the Closing, Buyer agrees to assume, pay, perform, discharge and otherwise be solely responsible for the Assumed Liabilities. Except for the Assumed Liabilities expressly assumed by Buyer pursuant to this SECTION 2.4, Buyer shall assume no liabilities or obligations of Seller and shall have no responsibility for any liabilities or obligations of any kind or description of Seller, whether connected with the Business, the Assets or otherwise. The foregoing provisions of this SECTION 2.4 shall in no way affect Buyer's other obligations under this Agreement.

Assumption of Specified Liabilities. 4 3.2 Assumed Executory Contracts/Permits.................................................. 5 3.3 Liens on Purchased Assets............................................................ 5 3.4 Tax Prorations....................................................................... 5 3.5

Assumption of Specified Liabilities. Upon the terms and subject to the conditions set forth herein, subject however to Section 1.1.4 and 1.3 hereof, and as additional consideration for Buyer’s purchase of the Purchased Assets, Buyer shall, at Closing, assume, and covenant and agree to pay, perform and discharge when due, only the following liabilities and obligations of Seller relating to its Galvanizing Division (the “Assumed Liabilities”): (i) liabilities for accrued vacation and holiday pay for employees of Seller’s Galvanizing Division who are employed by Buyer immediately after the Closing to the extent such liabilities are reflected on the Interim Financial Statements (as such term is hereinafter defined); and (ii) those liabilities or obligations of Seller relating to its Galvanizing Division accruing or arising after the Closing Date under the terms of a Contract or other obligation which is listed on Schedule 1.2 hereof. Subject to Sections 1.1.4 and 1.3 hereof, at the Closing, Buyer shall execute and deliver to Seller the Xxxx of Sale, Assignment and Assumption Agreement assuming the Assumed Liabilities.

Assumption of Specified Liabilities. On the Closing Date, subject to the terms and conditions hereof, Buyer shall assume and agree to perform the following obligations of Seller relating to the Business from and after the Closing Date: (a) the accounts payable, accrued payroll, accrued liabilities and deferred officer compensation incurred by Seller in the ordinary course of its business in the amounts set forth on the Closing Balance Sheet, provided that Buyer shall not assume any of Seller's obligations with respect to workers' compensation claims, but will simply disburse funds in connection with settlement of such claims in an aggregate amount not to exceed the amount of the book reserve reflected on the Closing Balance Sheet (the "Self-Insurance Reserve") representing Seller's accrued workers compensation claims ("Worker's Compensation Claims"); and (b) all obligations arising after the Closing Date under the Purchased Contracts and Purchased Leases pursuant to and subject to the terms of such Purchased Contracts and Purchased Leases. Other than with respect to the foregoing specified liabilities, Buyer shall not assume any other obligation or liability, contingent, known or otherwise of Seller.