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.......................... 10 1.5
Assumption of Specified Liabilities. On the terms and subject to the conditions set forth herein, the Buyer will assume effective as of the Closing, and thereafter will pay, perform and discharge in accordance with their terms (as the same may be modified in connection with the Case), as and when due, the Assumed Liabilities. As used herein, the term “Assumed Liabilities” shall mean only (a) the payment and performance obligations of the Sellers arising from and after the Closing Date under the Licenses, under the Acquired Leases, Acquired Permits and Acquired Contracts assumed on the Closing Date and (b) the cure obligations of the Sellers under the Acquired Contracts up to the amounts specified in Section 2.3 of the Disclosure Schedule.
Assumption of Specified Liabilities. Purchaser shall only assume those liabilities of Seller of any nature whatsoever, by reason of this Agreement or any of the transactions contemplated hereby, as described in Schedule "C".
Assumption of Specified Liabilities. 5 2.1 Assumption......................................................................................5 2.2
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 (as defined herein), Buyer will assume and agree to pay, perform and discharge the liabilities of Seller set forth on Exhibit A (referred to herein as the "Assumed Liabilities"). Buyer is only assuming the liabilities and obligations of Seller expressly set forth on Exhibit A and is not assuming any no other liabilities or obligations of any kind.
Assumption of Specified Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer will assume only (a) the payment and performance obligations of the Business arising after the Closing Date under the Contracts, Premises Leases, Equipment/Vessel Leases, Licenses and Permits, and Environmental Permits that are effectively assigned to Buyer or as to which Buyer effectively has the benefits pursuant to Section 10.2, (b) Seller's obligation to redeliver to ExxonMobil the sulphur described in Section 2.1(n), (c) obligations pursuant to the arrangements identified on Schedule 2.1(f) item 23, and (d) obligations approved by Buyer in accordance with the following procedures: after April 1, 2002 Seller will communicate with Xxxxxxxx Xxxxxx at (000) 000-0000, email: Xxxxxxxx@xxxxxxxxx.xxx, fax (000) 000-0000 to request Buyer's approval to incur any obligation prior to Closing in an amount equal to or greater than TWO THOUSAND FIVE HUNDRED AND 00/100 DOLLARS ($2500.00), which shall become due after Closing and shall incur only such obligations as are approved in writing by Xx. Xxxxxx or his designee in his or their reasonable discretion.
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.
