Certain Liabilities Assumed. 2.1(a) Excluded Deposit Liability Accounts
3.1 Certain Assets Purchased
Certain Liabilities Assumed. Upon the terms and subject to the conditions of this Agreement, Buyer shall execute and deliver to the Company on the First Closing Date or the Second Closing Date, as applicable, an agreement in the form attached hereto as Exhibit A (the "Assumption Agreement") pursuant to which Buyer shall assume and agree to pay, perform and discharge (subject to the limitations in Section 1.6), only those obligations and liabilities of the Company set forth in Schedule 1.5, and with respect to which Buyer succeeds to the rights of the Seller thereunder, to the extent that such obligations and liabilities accrue from and after the applicable closing date, but not including any liabilities or obligations of Seller arising from acts or omissions of Seller prior to such closing date (the "Assumed Liabilities").
Certain Liabilities Assumed. Upon the terms and subject to the conditions of this Agreement, on the Closing Date Buyer shall assume and agree to pay, perform and discharge when due all executory obligations and liabilities arising after the Closing Date under (i) the Customer Contracts of Seller included in the Acquired Assets, (ii) all other agreements and obligations of Seller included in the Acquired Assets that are specifically listed on Schedule 1.5, in each of (i) and (ii), which are not in default by Seller as of the Closing Date and (iii) all sales commissions arising under the commission arrangements identified on Schedule 1.5(iii) resulting directly from sales by Retained Employees completed prior to the Closing Date of products and services to Acquired Customers to the extent such sales commissions would in the ordinary course of business, consistent with Seller’s past practices, be due and payable to such Retained Employees following the Closing Date (collectively, (i), (ii) and (iii), the “Assumed Liabilities”).
Certain Liabilities Assumed. Upon the terms and subject to the conditions of this Agreement, Purchaser shall assume and agree to pay, perform and discharge all obligations and liabilities of Seller under the contracts and agreements which are to be acquired by Purchaser pursuant to the provisions of this Agreement, and with respect to which Purchaser succeeds to the rights of Seller thereunder, to the extent that such obligations and liabilities accrue from and after the Closing Date (the "Assumed Liabilities").
Certain Liabilities Assumed. Upon the terms and subject to the conditions of this Agreement, Buyer shall execute and deliver to Seller on the Closing Date an agreement in the form attached hereto as Exhibit B (the "Assumption Agreement") pursuant to which Buyer shall assume and agree to pay, perform and discharge the following (subject to the limitations in Section 1.6), which shall be referred to herein collectively as the "Assumed Liabilities":
(a) the accounts payable and accrued liabilities of Seller listed on Schedule 1.5;
(b) Seller's obligation to pay California sales tax on the sale of assets contemplated hereby;
(c) the reasonable fees and costs of (1) Clarx & Xrevxxxxxx associated with the negotiation and execution of this Agreement and the transactions contemplated hereby; (2) C.
Certain Liabilities Assumed. Upon the terms and subject to the conditions of this Agreement, Xxxxx shall assume and agree to pay, perform and discharge only the following liabilities of Sellers (subject to the limitations in Section 1.5), which shall be referred to herein collectively as the “Assumed Liabilities”:
(a) except as otherwise provided in Section 1.4(b), all obligations and liabilities of each Seller under the Assigned Contracts to the extent that such obligations and liabilities are required to be performed after the Closing Date and were incurred in the Ordinary Course of Business and do not relate to any failure to perform, improper performance or other breach, default or violation by such Seller; and
(b) all obligations and liabilities of each Seller under Assigned Contracts for product warranty and recall claims, including to repair, replace or refund the purchase price paid for Products and/or provide reimbursement for material costs, labor, freight and other costs and expenses relating thereto, in each case, (whether identified as such or as a customer satisfaction campaign, recall or term of similar import, including those obligations and liabilities of Sellers to customers arising under the Assigned Contracts and relating to the safety related recall for certain ignition switches initiated by Sellers in May 2013) relating to Products sold or manufactured by such Seller with respect to the Business on or before the Closing Date (the “Warranty Liabilities”).
Certain Liabilities Assumed. Upon the terms and subject to the conditions of this Agreement, Buyer shall assume and agree to pay, perform and discharge only the following (subject to the limitations in Section 1.5), which shall be referred to herein collectively as the “Assumed Liabilities”:
(a) all accounts payable and accrued liabilities of Seller and the Subsidiaries arising in the ordinary course of the Business, or payable under the Floorplan Program (comprising as at the date of this Agreement those notes payable listed in Schedule 1.4(a)) with ordinary course payment terms, but only to the extent included in the calculation of Closing Working Capital (as defined in Appendix A) in accordance with Sections 1.6 and 1.8;
(b) all obligations and liabilities of Seller and the Subsidiaries under the written warranties, forms of which are set forth on Schedule 3.27, given by them in the ordinary course of the Business consistent with past practice on or prior to the Closing Date, but solely for, and only to the extent of, claims or requests of customers for service and/or repair or replacement (“Ordinary Course Warranty Claims”) and, for greater certainty, excluding any obligations or liabilities in connection with existing litigation relating to Ordinary Course Warranty Claims or otherwise and any obligations or liabilities relating to any other Seller Product Liability Claims;
(c) all obligations and liabilities of Seller and the Subsidiaries under the Assigned Contracts, including the Floorplan Program, to the extent that such obligations and liabilities do not remain the responsibility of Seller hereunder; and
(d) all obligations and liabilities of Western to customers under the Western Warranties.
Certain Liabilities Assumed. 2.1(a) Excluded Deposit Liability Accounts
3.1 Certain Assets Purchased 3.1(a) Subsidiary Entities Acquired
3.2 Purchase Price of Assets or Assets 4.15A Single Family Loss Share Loans 4.15B Commercial Loss Share Loans 4.15C Shared-Loss MTM Assets 7 Calculation of Deposit Premium
2.3 Form of Final Legal Notice and Form of Affidavit of Mailing 4.15A Single Family Shared-Loss Agreement
Certain Liabilities Assumed. 3.1 Certain Assets Purchased
Certain Liabilities Assumed. 4.3 Encumbrances on Acquisition Assets 4.4(a) Annual Financial Statements 4.4(b) Interim Financial Statements
