Common use of Assumption of Specified Liabilities Clause in Contracts

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. Subject to the terms and conditions herein set forth, from and after Excluded Liabilities. ----------- --------------------------------------------------------- (a) At the Closing, and except as otherwise specifically provided in this Section 2.3, Purchaser shall assume and Purchaser shall agree to pay, discharge or perform, as appropriate, and dischargein accordance with their respective terms and conditions, 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 Liabilities 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 collectively herein as the "Assumed Liabilities." Without limiting ": (i) all Liabilities of Seller incurred in operating the Business existing as of the Financial Statement Date, but only if and to the extent that the same are accrued or otherwise affecting reserved for on the foregoing provisions balance sheet included in the Divisional Statements or reflected in the notes to the Financial Statements pertaining to the Business and have not been paid or discharged prior to the Closing hereunder; (ii) all Liabilities of this Section 2.02Seller arising in the ordinary course of its operation of the Business between the Financial Statement Date and the Closing Date, including Warranty Work, to the extent that the same have not been paid or discharged prior to the Closing hereunder, except such, if any, as fall within any of the categories described in subparagraphs (iii)(A) and except as otherwise provided in this Agreement, (B) hereof; (iii) all liabilities and obligations Liabilities of Seller in respect of the conduct agreements, contracts, commitments and leases which are identified in Section 4.16 hereof or are not required to be identified in accordance with the provisions of such section, except that Purchaser shall not assume or agree to pay, discharge or perform any: (A) Liabilities of the Business after the Closing or the ownership aforesaid character existing as of the Acquired Assets after Financial Statement Date and which under generally accepted accounting principles are or should have been accrued or reserved for on a balance sheet or reflected in the notes thereto as a liability or obligation, if and to the extent that the same were not accrued or reserved for on the balance sheet included in the Financial Statements or reflected in the notes thereto; and (B) Liabilities arising out of any breach or failure to perform by Seller prior to Closing shall of any agreements, contracts and leases identified in Section 4.16 hereof or not required to be identified in accordance with the responsibility ofprovisions of such section, except for Warranty Work. (iv) all liabilities of Seller in connection with the Employment Agreements described in Section 2.5 hereof and for all employee related ----------- obligations described in Section 2.6; (v) all liabilities of Seller for work in process; and (vi) all sales tax liability, if any, associated with the purchase and sale of the Purchased Assets. (b) Purchaser's obligations in connection with its assumption of the Assumed Liabilities are absolute and unconditional and shall be paid performed by Purchaser without any right of set off for claims asserted by Purchaser against Seller. Notwithstanding the foregoing, Purchaser is entitled to pursue separately against Seller any and discharged byall rights Purchaser may have under or arising from this Agreement for a breach by Seller of any representation, Purchaserwarranty, covenant or agreement contained in this Agreement. (c) Except to the extent provided in Section 2.3(a) hereof, Purchaser shall not assume or incur any Liability under this Section 2.3 or otherwise for the following, referred to collectively herein as the "Excluded Liabilities": (i) in respect of Seller or any claim, regardless of when made or asserted, (excluding Warranty Work) which arises out of or is based upon negligence, strict liability or any express or implied representation, warranty, agreement or guarantee made by Seller, or alleged to have been made by Seller, or which is imposed or asserted to be imposed by operation of law, in connection with any product designed, manufactured, sold, shipped or installed by or on behalf of Seller or for any service performed by or on behalf of Seller, including without limitation any claim relating to the repair or replacement of any such product and any claim seeking recovery for property damage, consequential damage, lost revenue or lost income or personal injury; (ii) in respect of any federal, state or local income or other tax payable with respect to the business, assets, properties or operations of Seller for any period prior to the Closing Date or incident to or arising as a consequence of the negotiation or consummation by Seller of this Agreement and the transactions contemplated hereby; provided that Purchaser shall be obligated to pay any sales tax liability associated with the purchase and sale of the Purchased Assets; (iii) any liability relating to the transportation of Hazardous Materials by Seller prior to the Closing (the parties acknowledge that for purposes of this Section 2.3(c)(iii), Hazardous Substances shall include substances which are deemed to be Hazardous Substances following the date hereof); (iv) any liability in connection with that certain litigation captioned Xxxxxx x. Pacific Title and Art Studio, U.S. District Court No. -------------------------------------- 95-6173DT, or Xxxxx v. Pacific Title ---------------------- and Art Studio, Los Angeles Superior Court No. EC019235, or arising from the -------------- underlying subject matter of claims made in either such suit; and (v) any liability in connection with the workers' compensation claim filed by Xxxx Xxxxxxxx or arising from the underlying subject matter of such claim.

Assumption of Specified Liabilities. Subject to the terms and conditions herein set forth, from and after At the Closing, Purchaser and as additional consideration for the sale, grant, conveyance, assignment, transfer and delivery of the Assets, subject, however, to Sections 1.1.4 and 1.4 hereof, Buyer shall assume and Purchaser shall agree to pay, perform, perform and discharge, discharge when due, 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 limitationfollowing: (i) Seller's those liabilities or obligations of Seller which are listed on Schedule 1.3A hereof (which shall be the detail of the liabilities reflected in the balance sheet included in the Financial Statements dated June 30, 1998 as updated to Personnel the Closing Date pursuant to Section 1.9 hereof) which updated Schedule 1.3A shall prevail in the event of a conflict between the Closing Balance Sheet and such updated Schedule 1.3A (depending upon the category of the liability being assumed by Buyer, the parties shall mutually agree (as denoted in Schedule 1.3A) whether (i) Buyer will pay the liability to the obligee on behalf of Seller up to the amount of the accrued liability, (ii) Buyer will pay the amount of the accrued liability directly to Seller and Seller will pay the liability to the obligee, or (iii) Buyer will pay the liability to any organization that provides Personnel the obligee up to Seller;the amount of the accrued liability) and (ii) Seller's those liabilities and obligations of either of VSI or Seller which arise under the terms of a contract, agreement, license, lease, sales order, purchase order or other commitment which is listed on Schedule 1.3B hereof (as updated to commissioned representatives the Closing Date pursuant to Section 1.9 hereof) or is not required by the last sentence of Sellerthis Section 1.3(ii) to be so listed. Schedule 1.3B shall only list (x) master service agreements of Seller assumed by Buyer (y) agreements under which either VSI or Seller have indemnified or provided a guaranty to any Person and (z) contracts, except for commissions due for ongoing studies and included agreements, licenses, leases, sales orders, purchase orders or other commitments of Seller assumed by Buyer which involve services or annual payments to or from either of VSI or Seller in the Assumed Liabilities;excess of $10,000; and (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 of VSI and Seller incurred in respect the ordinary course of the conduct of the Business business on or after January 1, 1999 through the Closing or Date. Subject to Sections 1.1.4 and 1.4 hereof, at the ownership Closing, Buyer shall execute and deliver to Seller the Xxxx of Sale, Assignment and Assumption Agreement assuming the Acquired Assets after the Closing shall be the responsibility of, liabilities and shall be paid and discharged by, Purchaserobligations of Seller referred to in this Section 1.3.

Assumption of Specified Liabilities. Subject to Upon the terms and subject to the conditions herein set forthforth herein, from subject however to Section 1.1.4 and after 1.3 hereof, and as additional consideration for Buyer's purchase of the ClosingPurchased Assets, Purchaser shall assume Buyer shall, on the Closing Date, assume, and Purchaser shall covenant and agree to pay, perform, perform and discharge, 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 PayablesAssumed Liabilities"); (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 accounts payable of the Business as at the Closing Date incurred in the ordinary course of business and consistent with past practice (not to Personnel or to any organization that provides Personnel to Sellerexceed $800,000.00 in the aggregate); (ii) Seller's obligations accrued liabilities of Seller relating to commissioned representatives of Seller, except for commissions due for ongoing studies and included the Rxxxxxxxxx Property (as such term is hereinafter defined) as at the Closing Date (not to exceed $141,000.00 in the Assumed Liabilitiesaggregate); (iii) The fees the long term debt and expenses current maturities liabilities of Counsel the Business listed on Schedule 1.2A hereof (not to exceed $123,000.00 in the case of long term debt liabilities and $90,000.00 in the case of current maturities liabilities), less any such liabilities which are paid, performed or discharged by Seller between the date hereof and the Closing Date; (iv) those liabilities or obligations of Seller with respect to clay pit reclamation on the Owned Real Property or under the Leases, whether or not occurring before or after the Closing Date; (v) those liabilities or obligations of Seller accruing after the Closing Date under the Leases (other than liabilities or obligations with respect to clay pit reclamation) or under the terms of a Contract (x) which is listed on Schedule 1.2B hereof, or (y) which otherwise relates to the Business and which was entered into by Seller after the date hereof and on or prior to the Closing Date in the ordinary course of business and consistent with past practice and which Buyer, in the exercise of its sole discretion, desires to assume and agree to pay, perform and discharge, in each case less any such liabilities or obligations which are paid, performed or discharged by Seller between the date hereof and the Closing Date; (vi) the obligations of Seller to ship finished products relating to the Business with respect to all outstanding orders from customers or distributors for Clinsite such products which are not fully shipped as of the Closing Date and Sellerwhich arose on or prior to the Closing Date in the ordinary course of business and consistent with past practice; (vii) all warranties, provided SFBC liabilities or obligations to customers or distributors with respect to the repair or replacement of any finished products related to the Business which have been manufactured by Seller on or prior to the Closing Date (and Purchaser acknowledge which are included as part of the inventories portion of the Purchased Assets) and which are shipped by Buyer after the Closing Date; (viii) all wages and benefits for employees of the Business who did not receive any required notice under the Worker Adjustment and Retraining Notification Act or for civil penalties by local governments which may be imposed for failure to give advanced notice under the Worker Adjustment and Retraining Notification Act, including without limitation fines and attorneys' fees; (ix) liabilities or obligations with respect to any Environmental Condition (as such term is hereinafter defined) relevant to any Site (as such term is hereinafter defined) or any facilities or operations thereon, except for any Serious Environmental Condition (as such term is hereinafter defined); (x) any liabilities or obligations with respect to any violation of an Environmental Law (as such term is hereinafter defined) with respect to any Site or any facilities or operations thereon, except for any Serious Environmental Condition arising therefrom; (xi) liabilities or obligations with respect to the removal, closure and any remediation activities associated with any underground storage tanks located at the Owned Real Property, except for any Serious Environmental Condition arising therefrom; (xii) liabilities or obligations for all fines, penalties and remedial work required by the Texas Natural Resources Conservation Commission (the "TNRCC") or other governmental agency after the Closing Date to bring facilities of the Business as currently operated into compliance with all orders, decrees, rules and regulations of the TNRCC or such governmental agency; (xiii) any individual warranty claim of $3,000.00 or less with respect to the repair or replacement of any finished products related to the Business which have been manufactured by Seller on or prior to the Closing Date and which have been shipped by Seller on or prior to the Closing Date (provided, however, that Buyer's aggregate Assumed Liability under this Section 1.2(xiii) for all such fees and expenses claims shall be paid in accordance with Section 3.02(anot exceed $40,000.00); and (ivxiv) Any any other liabilities or obligations of Seller's Subsidiary. The liabilities and obligations to be Seller expressly assumed by Purchaser pursuant to the foregoing provisions Buyer under any other provision of this Section 2.02 are referred Agreement. Subject to herein as Sections 1.1.4 and 1.3 hereof, at the "Closing, Buyer shall execute and deliver to Seller the Bxxx of Sale, Assignment and Assumption Agreement, under the terms of which Buyer shall assume 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. Subject to the terms and conditions herein set forth, from and after At the Closing, Purchaser and as additional consideration for the sale, grant, conveyance, assignment, transfer and delivery of the Assets, subject, however, to Sections 1.1.4 and 1.4 hereof, Buyer shall assume and Purchaser shall agree to pay, perform, perform and discharge, discharge when due, 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 limitationfollowing: (i) Seller's those liabilities or obligations of Seller which are listed on Schedule 1.3A hereof (which shall be the detail of the liabilities reflected in the balance sheet included in the Financial Statements dated June 30, 1998 as updated to Personnel or the Closing Date pursuant to any organization that provides Personnel Section 1.9 hereof) which updated Schedule 1.3A shall prevail in the event of a conflict between the Closing Balance Sheet and such updated Schedule 1.3A (depending upon the category of the liability being assumed by Buyer, the parties shall mutually agree (as denoted in Schedule 1.3A) whether (i) Seller will pay the accrued liability to Seller; the obligee and Buyer will reimburse Seller for such payments (ii) Seller's obligations Buyer will pay the amount of the accrued liability directly to commissioned representatives of SellerSeller and Seller will pay the liability to the obligee, except for commissions due for ongoing studies and included in the Assumed Liabilities; or (iii) The fees and expenses Buyer will pay the liability directly to the obligee up to the amount 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(athe accrued liability); and (ivii) Any liabilities of Seller's Subsidiary. The those liabilities and obligations of either of VSI or Seller which arise under the terms of a contract, agreement, license, lease, sales order, purchase order or other commitment which is listed on Schedule 1.3B hereof (as updated to be assumed by Purchaser the Closing Date pursuant to Section 1.9 hereof) or is not required by the foregoing provisions last sentence of this Section 2.02 are referred 1.3(ii) to herein as be so listed. Schedule 1.3B shall only list (x) master service agreements of Seller assumed by Buyer (y) agreements under which either VSI or Seller have indemnified or provided a guaranty to any Person and (z) contracts, agreements, licenses, leases, sales orders, purchase orders or other commitments of Seller assumed by Buyer which involve services or annual payments to or from either of VSI or Seller in excess of $10,000. Subject to Sections 1.1.4 and 1.4 hereof, at the "Assumed Liabilities." Without limiting or otherwise affecting Closing, Buyer shall execute and deliver to Seller the foregoing provisions Bill of this Section 2.02Sale, Assignment and except as otherwise provided in this Agreement, all Xxxumption Agreement assuming the liabilities and obligations of Seller referred to 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, Purchaserthis Section 1.3.

Assumption of Specified Liabilities. Subject On the Closing Date, and as additional consideration for the purchase of the Assets, the Buyer shall execute and deliver to the terms Seller and conditions herein set forthHMS an assumption agreement, from and after in the Closingform included in the Bilx xx Sale, Purchaser pursuant to which the Buyer shall assume and Purchaser shall agree to pay, performperform and discharge when due the following, and discharge, when due, only the following following, specified liabilities and obligations of Seller:the Seller or HMS (collectively, the "Assumed Liabilities"): (a) trade payables of Seller (other than any inter-company payables all obligations and liabilities to Clinsite be incurred by HMS and/or the Seller, as appropriate, on or its other Affiliates) reflected on Seller's Balance Sheet or incurred after the date of Seller's Balance Sheet Closing Date under the Customer Contracts, Vendor Contracts and Other Contracts listed in Schedules 1-D, 1-E and 1-F hereto, respectively, and the Ordinary Course of Business real estate and equipment leases listed in Schedule 1-G hereto (including quantitywith all liability for any rents, frequency lease payments or other moneys due under such leases or contracts for any period commencing prior to the Closing Date and payment ending thereafter to be allocated between the Seller and other terms of trade) ("Trade Payables"the Buyer on a pro-rata basis such that the Seller is allocated all liabilities that accrued prior to the Closing Date and the Buyer is allocated all liabilities that accrued subsequent thereto); (b) Seller's unearned revenues consisting all current accounts payable of the obligation to complete Customers' ContractsSeller reflected on the Pro Forma Balance Sheet (less any such liabilities that are paid or discharged by the Seller or HMS between June 30, 2001 and the Closing Date); (c) all current accounts payable incurred by the Seller in the ordinary course of the Business incurred between June 30, 2001 and the Closing Date; and (cd) Seller's obligations arising under the Assigned Contracts. Purchaser shall not assume, pay, perform, or discharge any all other liabilities listed on Schedule 2-A hereto, whether or obligations, not reflected on the Pro Forma Balance Sheet. To the extent that any 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; Liabilities described in clauses (iiib) The fees and expenses of Counsel for Clinsite and Seller, provided SFBC and Purchaser acknowledge that such fees and expenses shall be or (d) above are not 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 the Buyer to the foregoing provisions of this Section 2.02 are referred appropriate payee set forth on the Pro Forma Balance Sheet or Schedule 2-A before December 31, 2001, the Buyer shall pay 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 HMS or the ownership Seller on or prior to such date an amount equal to the aggregate amount of the Acquired Assets after the Closing shall be the responsibility of, and shall be all such Assumed Liabilities not paid and discharged by, Purchaseras aforesaid.

Assumption of Specified Liabilities. Subject to Upon the terms and ----------------------------------- subject to the conditions herein set forthforth herein, from subject however to Section 1.1.4 and after 1.3 hereof, and as additional consideration for Buyer's purchase of the ClosingPurchased Assets, Purchaser shall assume Buyer shall, on the Closing Date, assume, and Purchaser shall covenant and agree to pay, perform, perform and discharge, 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 PayablesAssumed Liabilities"); (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) any and all liabilities, obligations and commitments relating exclusively to the Seller's obligations to Personnel business or to any organization the Purchased Assets that provides Personnel to Sellerare reflected on the Interim Financial Statements (as such term is hereinafter defined); (ii) Seller's those liabilities or obligations to commissioned representatives of SellerSeller (x) which are listed on Schedule 1.2A hereof, except for commissions due for ongoing studies and included or (y) which are current ------------- liabilities or obligations of Seller incurred in the Assumed Liabilities;ordinary course of business and consistent with past practice after the date hereof and prior to the Closing in each case less any such liabilities or obligations which are paid, performed or discharged by Seller between the date hereof and the Closing Date; and (iii) The fees those liabilities or obligations of Seller accruing after the Closing Date under the terms of a Contract (x) which is listed on Schedule 1.2B hereof, or (y) which was entered into by ------------- Seller after the date hereof 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 prior to the Closing in the ordinary course of business and consistent with past practice and which Buyer, in the exercise of its sole discretion, desires to assume and agree to pay, perform and discharge, in each case less any such liabilities or obligations which are paid, performed or discharged by Seller between the date hereof and the Closing Date (other than any of the foregoing provisions which shall not be assigned as contemplated by Section 1.1.4 hereof). Subject to Sections 1.1.4 and 1.3 hereof, at the Closing, Buyer shall execute and deliver to Seller the Xxxx of this Section 2.02 are referred to herein as Sale, Assignment and Assumption Agreement assuming 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. 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 Parent or its other Affiliatesaffiliates) reflected on Seller's the Balance Sheet or incurred after the date of Seller's Balance Sheet Date in the Ordinary Course ordinary course of Business business consistent with past custom and practice (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 after the Closing Date under the Assigned Contracts. Contracts Purchaser shall not assume, pay, perform, or discharge any other liabilities or obligations, of Clinsite Parent or Seller, including without limitation: (ia) Seller's NationsCredit Debt (b) Seller's liabilities, contingent or otherwise, to NCT (c) Seller's obligations to Personnel or to any organization that provides Personnel to Seller; (iid) 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. Seller The liabilities and obligations to be assumed by Purchaser pursuant to the foregoing provisions of this Section 2.02 3.02 are referred to herein as the "Assumed Liabilities." Without limiting or otherwise affecting the foregoing provisions of this Section 2.023.02, 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.