Common use of Description of Assumed Liabilities Clause in Contracts

Description of Assumed Liabilities. The Assumed Liabilities shall consist of the following, and only the following, liabilities of Seller with respect to the Business: (a) trade accounts payable as of the Closing Date to the extent incurred in the ordinary course of business and included on the Closing Statement (the “Accounts Payable”); (b) all accrued and unpaid expenses as of the Closing Date to the extent incurred in the ordinary course of business and included on the Closing Statement (the “Accrued Expenses”), including accrued salaries, wages and vacation pay with respect to those employees of Seller who become employees of Buyer immediately after the Closing; (c) liabilities and obligations of Seller (other than obligations to pay amounts accrued as of the Closing unless such liabilities and obligations are reflected in the calculation of Final Working Capital) under any purchase order, sales order, lease, license, agency and distributorship agreement or other agreement or commitment of any kind (x) by which Seller is bound on the Closing Date and (y) which is either (i) set forth on Schedule 6.13 or Schedule 6.19 of the Disclosure Schedule or (ii) was made in the ordinary course of business (but in each case, only to the extent such liabilities and obligations relate to performance after the Closing Date or are reflected in the calculation of Final Working Capital); (d) all liabilities of Seller set forth on the face of the balance sheet included in the Latest Financial Statements (rather than in any notes thereto); (e) all liabilities of Seller that have arisen after the Latest Financial Statements in the ordinary course of business (but in each case only to the extent such liabilities are reflected in the calculation of Final Working Capital); and (f) all obligations of Seller under the agreements, contracts, leases, licenses, and other arrangements included in Purchased Assets. Notwithstanding anything else contained in this Agreement to the contrary, Buyer shall not assume any liabilities relating to the categories of medical insurance or general insurance as described in the definition of “Working Capital” contained in Section 1.1 above.

Description of Assumed Liabilities. The Assumed Liabilities shall consist of the following, and only the following, liabilities of Seller with respect to the Division Business: (a) all trade accounts payable as of the Closing Date to as set forth on the extent incurred Pro Forma Balance Sheet, with such changes from the date of the Pro Forma Balance Sheet until the Closing Date as are in the ordinary course Ordinary Course of business and included on the Closing Statement (the “Accounts Payable”)Business; (b) all accrued and unpaid expenses as of the Closing Date to the extent incurred in the ordinary course of business and included as set forth on the Closing Statement (the “Accrued Expenses”)Pro Forma Balance Sheet, including including, without limitation, accrued salaries, wages and vacation pay pay, and taxes with respect thereto, with respect to those employees of Seller who become employees of Buyer Purchaser immediately after the ClosingClosing shown on such Pro Forma Balance Sheet, with such changes from the date of the Pro Forma Balance Sheet until the Closing Date as are in the Ordinary Course of Business; (c) all liabilities and obligations of Seller (other than obligations to pay amounts accrued as of Seller, whether or not reflected on the Closing unless such liabilities and obligations are reflected in the calculation of Final Working Capital) Pro Forma Balance Sheet, under any purchase order, sales order, lease, license, agency and distributorship agreement or other agreement or commitment of any kind (x) kind, or portion thereof, with respect to the Division Business, listed on Schedule 2.2(c), which is assigned to and specifically accepted by which Seller is bound on Purchaser pursuant to any provision of this Agreement, excluding any claim, dispute or other liability or obligation for breach of any such agreements arising or accruing prior to the Closing, and excluding any payment due, performance obligation, or other liability or obligation under any such agreements arising or accruing prior to the Closing Date and (yunless otherwise enumerated as an Assumed Liability in Section 2.2(a) which is either (ior 2.2(b) set forth on Schedule 6.13 or Schedule 6.19 of the Disclosure Schedule or (ii) was made in the ordinary course of business (but in each case, only to the extent such liabilities and obligations relate to performance after the Closing Date or are reflected in the calculation of Final Working Capitalabove.);; and (d) all liabilities and obligations of Seller set forth Seller, whether or not reflected on the face Pro Forma Balance Sheet, under any Permits and Environmental Permits, governmental approvals, provider numbers or billing numbers, listed on Schedule 2.2(d) which are assigned or transferred to and specifically accepted by Purchaser pursuant to any provision of the balance sheet included in the Latest Financial Statements (rather than in any notes thereto); (e) all liabilities of Seller that have arisen after the Latest Financial Statements in the ordinary course of business (but in each case only to the extent such liabilities are reflected in the calculation of Final Working Capital); and (f) all obligations of Seller under the agreements, contracts, leases, licenses, and other arrangements included in Purchased Assets. Notwithstanding anything else contained in this Agreement to the contrary, Buyer shall not assume any liabilities relating to the categories of medical insurance or general insurance as described in the definition of “Working Capital” contained in Section 1.1 aboveAgreement.

Description of Assumed Liabilities. The Assumed Liabilities shall consist of the following, and only the following, liabilities of Seller the Company or Parent with respect to the BusinessCosmetics Division: (ai) trade accounts payable and accrued liabilities relating to Purchased Assets as of the Closing Date to the extent (as herein defined) incurred in the ordinary course of business, excluding accounts payable or accrued liabilities to the Company, Parent or any of their Affiliates (as hereinafter defined) other than Cepillos; (ii) all liabilities, obligations and commitments of the Company or Parent accruing with respect to periods commencing as of the close of business and included on the Closing Statement (Date under the “Accounts Payable”)Assumed Contracts; (biii) all accrued liabilities, obligations and unpaid expenses commitments of the Company accruing with respect to periods commencing as of the close of business on the Closing Date to under the extent incurred sales orders and sales contracts, purchase orders and purchase contracts, quotations and bids generated by the operation of the Cosmetics Division that constitute Purchased Assets and were entered into or received in the ordinary course of business and included on the Closing Statement (the “Accrued Expenses”), including accrued salaries, wages and vacation pay with respect to those employees of Seller who become employees of Buyer immediately after the Closingbusiness; (civ) liabilities and obligations of Seller all Taxes (other than obligations as hereinafter defined) arising out of, relating to pay amounts accrued as or in respect of the Closing unless such liabilities and obligations are reflected in Purchased Assets or the calculation of Final Working Capital) under use thereof for any purchase order, sales order, lease, license, agency and distributorship agreement or other agreement or commitment of any kind (x) by which Seller is bound on taxable periods after the Closing Date and (y) which is either (i) set forth on Schedule 6.13 or Schedule 6.19 of the Disclosure Schedule or (ii) was made in the ordinary course of business (but in each case, only to the extent such liabilities and obligations relate to performance portion after the Closing Date or of any taxable period that includes (but does not end on) such day, it being understood that the Company and Parent are reflected in retaining all such Taxes for any taxable periods prior to the calculation Closing Date of Final Working Capital)any taxable period that includes such day; (dv) all obligations, liabilities of Seller set forth on and commitments arising from the face conduct of the balance sheet included in Buyer's business or the Latest Financial Statements (rather than in any notes thereto); (e) all liabilities use or ownership of Seller that have arisen the Purchased Assets after the Latest Financial Statements in the ordinary course of business (but in each case only to the extent such liabilities are reflected in the calculation of Final Working Capital)Closing; and (fvi) all obligations of Seller under the agreements, contracts, leases, licenses, and other arrangements included in Purchased Assets. Notwithstanding anything else contained in this Agreement to the contrary, Buyer shall not assume any liabilities relating to the categories of medical insurance or general insurance as described in the definition of “Working Capital” contained in Section 1.1 abovespecifically set forth on SCHEDULE 1.04(b).

Description of Assumed Liabilities. The Assumed Liabilities ---------------------------------- shall consist of the following, and only the following, liabilities and obligations of Seller the Transferring Subsidiaries with respect to the Business: (a) trade all accounts payable as of set forth on the Closing Date Audited Balance Sheet relating to the extent incurred in Business, excluding accounts payable to Seller and its Affiliates under the ordinary course of business and included on the Closing Statement (the “Accounts Payable”)Intercompany Accounts; (b) all accrued and unpaid expenses as of relating to the Closing Date Business which are set forth on the Audited Balance Sheet, including, accrued vendor payables, salaries and wages, and all bonuses, vacation pay, social security and employee benefits to the extent incurred and solely to the extent expressly assumed by Purchaser pursuant to Article IX and excluding all Taxes other than payroll taxes and any accruals related to litigation described in the ordinary course of business and included on the Closing Statement (the “Accrued Expenses”Section 2.3(m), including accrued salaries, wages and vacation pay with respect to those employees of Seller who become employees of Buyer immediately after the Closing; (c) all liabilities and obligations of Seller (other than obligations to pay amounts accrued as any of the Closing unless such liabilities and obligations are reflected in Transferring Subsidiaries under the calculation of Final Working Capital) under any written purchase orderorders, sales orderorders, leaseleases, licenseagreements and commitments relating to the Business, agency and distributorship agreement or other agreement or commitment of any kind (x) by which Seller is bound on have not been performed prior to the Closing Date and (y) which is either (i) are set forth on Schedule 6.13 or Schedule 6.19 of in the Disclosure Schedule or (ii) was made which are not required to be set forth in the ordinary course Disclosure Schedule because of business (but in each case, only to the extent such liabilities and obligations relate to performance after the Closing Date or are reflected in the calculation of Final Working Capital)amount involved; (d) all liabilities of Seller set forth on the face any of the balance sheet included in Transferring Subsidiaries arising from events on or after the Latest Financial Statements (rather than in Closing Date under any notes thereto)Permits and Environmental Permits which were issued to any of the Transferring Subsidiaries prior to the Closing Date and are assigned to Purchaser, but only to the extent such liabilities relate solely to the conduct of the Business after the Closing Date; (e) all liabilities for a prorated share (based on a relative number of Seller that have arisen days of ownership from the Closing Date) for real estate, personal property or similar ad valorem Taxes arising out of the operation of the Business ("Property Taxes") which if paid on a timely basis are due after the Latest Financial Statements in Closing Date (the ordinary course "Assumed Property Taxes"). The Assumed Property Taxes shall be treated as an Assumed Liability, irrespective of business (but in each case only to whether, at the extent Closing Date, liability for such liabilities are reflected in the calculation of Final Working Capital)Taxes has actually attached, or whether such Taxes have become actually payable or have been paid by Seller or any Transferring Subsidiary; and (f) all liabilities arising out of the obligations of Seller under the agreements, contracts, leases, licenses, and other arrangements included assumed by Purchaser in Purchased Assets. Notwithstanding anything else contained in this Agreement to the contrary, Buyer shall not assume any liabilities relating to the categories of medical insurance Article IX hereof or general insurance as described in the definition of “Working Capital” contained in Section 1.1 aboveAncillary Agreements.

Description of Assumed Liabilities. The Assumed Liabilities On the terms and subject to the conditions of this Agreement, Purchaser shall consist assume as of the Closing Date, and agree to pay and discharge in due course thereafter, and otherwise to perform in accordance with their requirements, the following, and only the following, liabilities of Seller with respect to the Business: (a) trade accounts payable as of the Closing Date to the extent incurred in the ordinary course of business and included on the Closing Statement (the “Accounts Payable”); (b) all accrued and unpaid expenses as of the Closing Date to the extent incurred in the ordinary course of business and included on the Closing Statement (the “Accrued Expenses”)debts, including accrued salaries, wages and vacation pay with respect to those employees of Seller who become employees of Buyer immediately after the Closing; (c) liabilities and obligations of Seller (the “Assumed Liabilities”) but only to the extent they are not Retained Liabilities: 3.1.1. trade payables, accounts payable, accrued expenses, and other current liabilities arising out of, accruing or resulting from the operation of the Business, the sale of products, or the use, ownership or operation of the Purchased Assets, in each case prior to the Closing Date, but only to the extent that such current liabilities were incurred in the Ordinary Course of Business and are included in the calculation of the Closing Date Net Working Capital; 3.1.2. obligations accruing after the Closing Date in respect of the Assumed Contracts which are assigned and transferred to, and assumed by, Purchaser at Closing (other than Liabilities arising out of or relating to a pending or actual breach of or default by Seller under any Assumed Contract occurring prior to the Closing Date); 3.1.3. obligations to pay amounts accrued the Seller’s customers under written warranty agreements in the forms included in customer Contracts listed in Schedule 6.17.4 given by the Seller to its customers in the Ordinary Course of Business prior to the Closing Date in connection with sales of Products; provided however, that if the amount of the warranty obligations incurred in the fifteen (15) month period following the Closing Date (in a manner consistent with the Company’s prior policies and written warranty agreements with respect to warranty claims arising in the Ordinary Course of Business) exceeds the amount of the Company’s warranty reserve as of the Closing unless such liabilities and obligations are reflected in the calculation of Final Working Capital) under any purchase order, sales order, lease, license, agency and distributorship agreement or other agreement or commitment of any kind Date (x) by which Seller is bound on the Closing Date and (y) which is either (i) set forth on Schedule 6.13 or Schedule 6.19 of the Disclosure Schedule or (ii) was made in the ordinary course of business (but in each case, only subject to the extent such liabilities and obligations relate to performance after Final Adjustment), that difference (the Closing Date or are reflected in the calculation of Final Working Capital); (d“Warranty Deduction”) all liabilities of shall be paid by Seller set forth on the face of the balance sheet included in the Latest Financial Statements (rather than in any notes thereto); (e) all liabilities of Seller that have arisen after the Latest Financial Statements in the ordinary course of business (but in each case only to the extent such liabilities are reflected in Purchaser first from the calculation Escrow Amount, if any, and second, by wire transfer or delivery of Final Working Capital)other immediately available U.S. funds; and (f) all 3.1.4. obligations of Seller under the agreements, contracts, leases, licenses, with respect to Transferred Employees set forth in Sections 3.3.2 and other arrangements included in Purchased Assets. Notwithstanding anything else contained in this Agreement to the contrary, Buyer shall not assume any liabilities relating to the categories of medical insurance or general insurance as described in the definition of “Working Capital” contained in Section 1.1 above.3.3.6 as

Description of Assumed Liabilities. The Assumed Liabilities On the terms and subject to the conditions of this Agreement, Purchaser shall consist assume as of the Closing Date, and agree to pay and discharge in due course thereafter, and otherwise to perform in accordance with their requirements, the following, and only the following, debts, liabilities and obligations of Seller Sellers (the “Assumed Liabilities”) but only to the extent they are not Retained Liabilities: 3.1.1. except for those payables set forth on Schedule 3.1.1, trade payables, accounts payable, accrued expenses, and other current liabilities arising out of, accruing or resulting from the operation of the Business, the sale of products or services, or the use, ownership or operation of the Purchased Assets, in each case prior to the Closing Date, but only to the extent that such current liabilities were incurred in the Ordinary Course of Business and are included in the calculation of the Closing Date Net Working Capital; 3.1.2. obligations accruing after the Closing Date in respect of the Assumed Contracts which are assigned and transferred to, and assumed by, Purchaser at Closing (other than Liabilities arising out of or relating to a pending or actual breach of or default by Sellers under any Assumed Contract occurring prior to the Closing Date), including the obligation to provide products or services, to pay for products or services, or to make financing payments under such Assumed Contracts to the extent such obligation arise after the Closing; 3.1.3. obligations to the Sellers’ customers under written warranty agreements in the forms included in customer Contracts given by the Sellers to its customers in the Ordinary Course of Business prior to the Closing Date in connection with sales of Products; provided, however, that if the amount of the warranty obligations incurred in the fifteen (15) month period following the Closing Date (with respect to warranty claims arising in the Ordinary Course of Business: (a) trade accounts payable exceeds the amount of the Company’s warranty reserve as of the Closing Date (subject to the Final Adjustment), that difference (the “Warranty Deduction”) shall be a Retained Liability (and recoverable by Purchaser from Sellers to the extent incurred in the ordinary course of business and included on the Closing Statement (the “Accounts Payable”by Purchaser); (b) all accrued and unpaid expenses as 3.1.4. Purchaser’s portion of the Closing Date Transfer Tax liability pursuant to the extent incurred in the ordinary course of business and included on the Closing Statement (the “Accrued Expenses”), including accrued salaries, wages and vacation pay Section 11.4; and 3.1.5. obligations with respect to those employees Transferred Employees set forth in Section 3.3.6 as responsibilities of Seller who become employees Purchaser (including assumption of Buyer immediately after the Closing; (c) liabilities and obligations of Seller (other than obligations to pay amounts accrued Company’s employment agreement with Xxxx Xxxxxxx, as amended as of the Closing unless such liabilities and obligations are reflected in the calculation of Final Working Capital) under any purchase order, sales order, lease, license, agency and distributorship agreement or other agreement or commitment of any kind (x) agreed to by which Seller is bound on the Closing Date and (y) which is either (i) set forth on Schedule 6.13 or Schedule 6.19 of the Disclosure Schedule or (ii) was made in the ordinary course of business (but in each case, only to the extent such liabilities and obligations relate to performance after the Closing Date or are reflected in the calculation of Final Working CapitalPurchaser); (d) all liabilities of Seller set forth on the face of the balance sheet included in the Latest Financial Statements (rather than in any notes thereto); (e) all liabilities of Seller that have arisen after the Latest Financial Statements in the ordinary course of business (but in each case only to the extent such liabilities are reflected in the calculation of Final Working Capital); and (f) all obligations of Seller under the agreements, contracts, leases, licenses, and other arrangements included in Purchased Assets. Notwithstanding anything else contained in this Agreement to the contrary, Buyer shall not assume any liabilities relating to the categories of medical insurance or general insurance as described in the definition of “Working Capital” contained in Section 1.1 above.

Description of Assumed Liabilities. The Assumed Liabilities On the terms and subject to the conditions of this Agreement, Purchaser shall consist assume as of the Closing Date, and agree to pay and discharge in due course thereafter, and otherwise to perform in accordance with their requirements, the following, and only the following, liabilities of Seller with respect to the Business: (a) trade accounts payable as of the Closing Date to the extent incurred in the ordinary course of business and included on the Closing Statement (the “Accounts Payable”); (b) all accrued and unpaid expenses as of the Closing Date to the extent incurred in the ordinary course of business and included on the Closing Statement (the “Accrued Expenses”)debts, including accrued salaries, wages and vacation pay with respect to those employees of Seller who become employees of Buyer immediately after the Closing; (c) liabilities and obligations of Seller (the “Assumed Liabilities”) but only to the extent they are not Retained Liabilities: 3.1.1. trade payables, accounts payable, accrued expenses, other current liabilities and any deferred revenue arising out of, accruing or resulting from the operation of the GlobalTrak Business, the sale of Products, or the use, ownership or operation of the Purchased Assets, in each case prior to the Closing Date, but only to the extent that such liabilities were incurred in the Ordinary Course of Business and are included in the calculation of the Closing Date Net Working Capital; 3.1.2. obligations accruing after the Closing Date in respect of the Assumed Contracts which are assigned and transferred to, and assumed by, Purchaser at Closing (other than liability arising out of or relating to a breach or default occurring prior to the Closing Date); 3.1.3. obligations to pay amounts accrued Seller’s customers under written warranty agreements in the forms included in customer Contracts listed in Schedule 6.17.4 given by Seller to its customers in the Ordinary Course of Business prior to the Closing Date in connection with sales of Products or Inventories by Seller prior to the Closing Date (“Pre-Closing Warranties”); provided however, that if the amount of the warranty obligations incurred under the Pre-Closing Warranties in the fifteen (15) month period following the Closing Date (in a manner consistent with Seller’s prior policies and written warranty agreements with respect to warranty claims arising in the Ordinary Course of Business) exceeds the amount of Seller’s warranty reserve or obligation set forth in Net Working Capital as of the Closing unless such liabilities Date (subject to the Final Adjustment), that difference (the “Warranty Deduction”) shall be paid by Seller to Purchaser first from the Escrow Amount, if any, and second by wire transfer or delivery of other immediately available U.S. funds; 3.1.4. obligations are reflected in the calculation of Final Working Capital) under any purchase order, sales order, lease, license, agency and distributorship agreement or other agreement or commitment of any kind (x) by which Seller is bound on the Closing Date and (y) which is either (i) with respect to Transferred Employees set forth on Schedule 6.13 or Schedule 6.19 in Section 3.3 as responsibilities of the Disclosure Schedule or (ii) was made in the ordinary course of business (but in each case, only to the extent such liabilities and obligations relate to performance after the Closing Date or are reflected in the calculation of Final Working Capital); (d) all liabilities of Seller set forth on the face of the balance sheet included in the Latest Financial Statements (rather than in any notes thereto); (e) all liabilities of Seller that have arisen after the Latest Financial Statements in the ordinary course of business (but in each case only to the extent such liabilities are reflected in the calculation of Final Working Capital)Purchaser; and (f) all obligations 3.1.5. The portion of Seller under the agreementsTransfer Taxes, contractsif any, leases, licenses, and other arrangements included for which Purchaser is responsible in Purchased Assets. Notwithstanding anything else contained in this Agreement to the contrary, Buyer shall not assume any liabilities relating to the categories of medical insurance or general insurance as described in the definition of “Working Capital” contained in accordance with Section 1.1 above8.7.2.

Description of Assumed Liabilities. The Assumed Liabilities shall consist of the following, and only the following, liabilities of Seller with respect to the Business: (a) trade accounts payable as of the Closing Date (as herein defined) which are required to be set forth on a balance sheet of the extent incurred Business in accordance with U.S. generally accepted accounting principles ("GAAP") applied in a manner consistent with the ordinary course of business Financial Statements and included on in accordance with Schedule 3.5, excluding accounts payable to Seller and its Affiliates under the Closing Statement Intercompany Accounts (the “Accounts Payable”accounts payable as to which liability is to be assumed being referred to as the "Assumed Trade Debts"); (b) all accrued and unpaid expenses as of the Closing Date which are required to be set forth on a balance sheet of the extent incurred Business in accordance with GAAP applied in a manner consistent with the ordinary course of business Financial Statements and included on the Closing Statement (the “Accrued Expenses”)in accordance with Schedule 3.5, including including, without limitation, accrued vendor payables and accrued salaries, wages and wages, payroll taxes, bonuses, vacation pay and other employee benefits with respect to those employees and former employees of Seller who become employees of Buyer Purchaser immediately after the ClosingClosing (such accrued salaries, wages, payroll taxes, bonuses, vacation pay and other employee benefits being the "Accrued Employee Expenses"), but excluding all accrued and unpaid expenses payable to Seller under the Intercompany Accounts and all Taxes, except to the extent properly includible in Accrued Employee Expenses or accrued vendor payables; (c) liabilities and obligations arising after the Closing Date of Seller (other than obligations to pay amounts accrued as of the Closing unless such liabilities and obligations are reflected in the calculation of Final Working Capital) under any written purchase order, sales order, lease, license, agency and distributorship agreement or other agreement or commitment of any kind (x) by which Seller is bound on the Closing Date and (y) bound, which is either (i) assigned to Purchaser and which is set forth on Schedule 6.13 or Schedule 6.19 of in the Disclosure Schedule (or which is not required to be set forth thereon) pursuant to this Agreement (ii) was made including, without limitation, change in the ordinary course of business (but control severance benefits under those agreements listed in each case, only to the extent such liabilities and obligations relate to performance after the Closing Date or are reflected in the calculation of Final Working CapitalSchedule 2.2(c)); (d) all liabilities of Seller set forth arising from events on or after the face Closing Date under any Permits (as herein defined) and Environmental Permits (as herein defined) which were issued to Seller prior to the Closing Date to the extent such liabilities relate to the conduct of the balance sheet included in the Latest Financial Statements (rather than in any notes thereto)Business; (e) all liabilities with respect to real estate, personal property or similar ad valorem Taxes arising out of Seller that have arisen the ownership or the operation of the Business for the taxable period during which the Closing Date occurs (the "Property Taxes") in an amount multiplied by a fraction, the numerator of which is the number of days remaining in such period beginning on the day after the Latest Financial Statements in the ordinary course of business (but in each case only to the extent such liabilities are reflected in the calculation of Final Working Capital); and (f) all obligations of Seller under the agreements, contracts, leases, licensesClosing Date, and other arrangements included the denominator of which is the total number of days in Purchased Assetssuch period (the product of the Property Taxes multiplied by such fraction being referred to herein as the "Assumed Taxes"). Notwithstanding anything else contained in this Agreement to It is understood and agreed that the contrary, Buyer Assumed Taxes shall not assume any liabilities relating include that portion of sales and transfer taxes payable pursuant to the categories of medical insurance or general insurance as described in the definition of “Working Capital” contained in Section 1.1 above.12.2