Common use of Continuing Liabilities Clause in Contracts

Continuing Liabilities. Notwithstanding anything contained herein to the contrary, to the extent that any Assumed Liability assumed by the Buyer pursuant to Section 1.3, or any Damages imposed on the Buyer by operation of law or otherwise in connection with, or which otherwise arises out of or in relation to, the transactions contemplated hereby (other than the Buyer's assumption of the Assumed Liabilities assumed by it pursuant to Section 1.3), results from or arises out of an event or condition which is continuing or continuous in nature, the Buyer shall assume and discharge only that portion of such Assumed Liability or Damage that results from or arises out of that part of the event which occurs or condition which exists after the Effective Date, without, however, releasing any Seller from its obligation to discharge that portion of such Assumed Liability or Damage that results from that part of the event which occurs or condition which exists prior to the Effective Date; provided, however, that the Company shall discharge all of such continuing or continuous Assumed Liabilities or Damages, including, without limitation, those Assumed Liabilities assumed by the Buyer pursuant to Section 1.3 if and to the extent they result from a breach by the Company of any of its representations, warranties or covenants hereunder.

Continuing Liabilities. Notwithstanding anything contained herein to the contrary, to the extent that any Assumed Liability assumed by the Buyer FUTURETECH pursuant to Section 1.3, or any Damages imposed on the Buyer FUTURETECH by operation of law or otherwise in connection with, or which otherwise arises out of or in relation to, the transactions contemplated hereby (other than the BuyerFUTURETECH's assumption of the Assumed Liabilities assumed by it pursuant to Section 1.3), results from or arises out of an event or condition which is continuing or continuous in nature, the Buyer FUTURETECH shall assume and discharge only that portion of such Assumed Liability or Damage that results from or arises out of that part of the event which occurs or condition which exists after the Effective DateClosing, without, however, releasing any Seller CCS from its obligation to discharge that portion of such Assumed Liability or Damage that results from that part of the event which occurs or condition which exists prior to the Effective DateClosing; provided, however, that the Company CCS shall discharge all of such continuing or continuous Assumed Liabilities or Damages, including, without limitation, those Assumed Liabilities assumed by the Buyer FUTURETECH pursuant to Section 1.3 if and to the extent they result from a breach by the Company CCS of any of its representations, warranties or covenants hereunder.

Continuing Liabilities. Notwithstanding anything contained herein to the contrary, to the extent that any Assumed Liability assumed by the Buyer OPTICON pursuant to Section 1.3, or any Damages imposed on the Buyer OPTICON by operation of law or otherwise in connection with, or which otherwise arises out of or in relation to, the transactions contemplated hereby (other than the BuyerOPTICON's assumption of the Assumed Liabilities assumed by it pursuant to Section 1.3), results from or arises out of an event or condition which is continuing or continuous in nature, the Buyer OPTICON shall assume and discharge only that portion of such Assumed Liability or Damage that results from or arises out of that part of the event which occurs or condition which exists after the Effective DateClosing, without, however, releasing any Seller FTC from its obligation to discharge that portion of such Assumed Liability or Damage that results from that part of the event which occurs or condition which exists prior to the Effective DateClosing; provided, however, that the Company FTC shall discharge all of such continuing or continuous Assumed Liabilities or Damages, including, without limitation, those Assumed Liabilities assumed by the Buyer OPTICON pursuant to Section 1.3 if and to the extent they result from a breach by the Company FTC of any of its representations, warranties or covenants hereunder.

Continuing Liabilities. Notwithstanding anything contained herein to ---------------------- the contrary, to the extent that any Assumed Liability assumed by the Buyer Acquisition Sub pursuant to Section 1.31.4, or any Damages imposed on the Buyer Acquisition Sub by operation of law or otherwise in connection with, or which otherwise arises out of or in relation to, the transactions contemplated hereby (other than the BuyerAcquisition Sub's assumption of the Assumed Liabilities assumed by it pursuant to Section 1.31.4), results from or arises out of an event or condition which is continuing or continuous in nature, the Buyer Acquisition Sub shall assume and discharge only that portion of such Assumed Liability or Damage that results from or arises out of that part of the event which occurs or condition which exists after the Effective DateClosing, without, however, releasing any Seller MarketSource from its obligation to discharge that portion of such Assumed Liability or Damage that results from that part of the event which occurs or condition which exists prior to the Effective DateClosing; provided, however, that the Company MarketSource shall discharge all of such -------- ------- continuing or continuous Assumed Liabilities or Damages, including, without limitation, those Assumed Liabilities assumed by the Buyer Acquisition Sub pursuant to Section 1.3 1.4 if and to the extent they result from a breach by the Company MarketSource of any of its representations, warranties or covenants hereunder.