Liabilities Assumed and Excluded. In connection with Buyer's ------------------------------------ purchase of the Assets, Buyer shall assume and become responsible for the payment of only those liabilities of Seller that are identified on Schedule 1.2 (the "Liabilities"). Buyer shall assume no other liabilities or obligations of Seller.
Liabilities Assumed and Excluded. (a) At the Closing, Purchaser shall assume and be responsible for the payment, performance, and discharge of the Assumed Liabilities.
(b) Except for the Assumed Liabilities, Purchaser shall not assume or otherwise become obligated to pay, perform or discharge any liabilities, debts or obligations of Seller and Seller shall retain, and shall be solely responsible and liable for paying, performing and discharging when due, all of Seller's liabilities other than the Assumed Liabilities.
Liabilities Assumed and Excluded. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall assume the Assumed Liabilities. Buyer expressly does not assume and does not agree to and shall not assume any Excluded Liabilities. Seller shall promptly pay, discharge and perform in full all Excluded Liabilities when and as the same become due.
Liabilities Assumed and Excluded. (a) At the Closing, Purchaser shall assume and be responsible for the payment, performance, and discharge of the Assumed Liabilities.
(b) Except for the Assumed Liabilities, Purchaser shall not assume or otherwise become obligated to pay, perform or discharge any liabilities, debts or obligations of Seller and Seller shall retain, and shall be solely responsible and liable for paying, performing and discharging when due, all of Seller's liabilities other than the Assumed Liabilities. Such liabilities (except to the extent they are specifically included in the definition of Assumed Liabilities) for which Seller shall be solely responsible include, without limitation, the following:
(i) any liability relating to or arising out of the ownership or operation of the business or the Purchased Assets prior to the Closing; (ii) any liability for breaches by Seller on or prior to the Closing Date (as defined below) of any contact or any other instrument, contract or purchase order or any liability for payments or amounts due under any Seller Contract or any other instrument, contract or purchase order on or prior to the Closing Date; (iii) any liability or obligation for Taxes attributable to or imposed upon Seller or any of its direct or indirect subsidiaries, or attributable to or imposed upon the Purchased Assets for any period (or portion thereof) through the Closing Date, including, without limitation, any Taxes attributable to or arising from the transactions contemplated by this Agreement (other than the Transaction Taxes as set forth in Section 8.1); (iv) any liability or obligation for or in respect of any loan, other indebtedness for money borrowed, or account payable of Seller or any of its direct or indirect subsidiaries, including any such liabilities owed to Affiliates of Seller; (v) any liability or obligation arising as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time, to the extent relating to any action or omission on or prior to the Closing Date by or on behalf of Seller or any of its direct or indirect subsidiaries, including, without limitation, any liability for infringement of intellectual property rights, breach of product warranty, injury or death caused by products, or violations of federal or state securities or other laws; (vi) any liability or obligation arising on or prior to the Closing Date out of any Seller Employee Plan or any other employee related obligation; (vii) any liabi...
Liabilities Assumed and Excluded. For the consideration hereinafter set forth and upon the terms and provisions and subject to the conditions set forth in this Agreement, Buyer agrees to assume and thereafter to pay, perform and discharge the Assumed Liabilities. Buyer has not assumed and shall not assume or be subject to, or take title to the Assets subject to, or in any way be liable or responsible for, the Excluded Liabilities.
Liabilities Assumed and Excluded. In addition to the payment of the -------------------------------- Purchase Price as above provided, at the Closing, Buyer shall assume, and agree to pay, perform and fully discharge all of the Assumed Liabilities at and after the Closing. Buyer shall not assume and shall have no liability for, and Seller shall retain and have full responsibility for the Excluded Liabilities, provided, that with respect to each applicable year through the Closing, on the -------- date which is the later of (i) five (5) years following the Closing or (ii) five (5) years following the date of final notice of program reimbursement for such year, claims for offset or recoupment against post-closing payments pursuant to a Reimbursement Program shall no longer be an Excluded Liability except for claims which have been asserted in writing prior to such date.
Liabilities Assumed and Excluded. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall assume certain liabilities and Buyer shall be exempt or excluded from other certain liabilities as described below:
Liabilities Assumed and Excluded. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall assume and agree to fully, completely and timely discharge all of the Assumed Liabilities. Notwithstanding the foregoing, at the Closing, Buyer shall have no liability to assume, and does not and shall not agree to assume or discharge, any of the Excluded Lia bilities.
Liabilities Assumed and Excluded. (a) As a material inducement and consideration to Seller to enter into this Agreement and perform its obligations hereunder, at the Closing, Purchaser shall assume, pay, perform and discharge the Assumed Liabilities.
(b) Except for the Assumed Liabilities, Purchaser shall not assume or otherwise become obligated to pay, perform or discharge any liabilities, debts or obligations of Seller and Seller shall retain, and shall be solely responsible and liable for paying, performing and discharging when due, all of Seller's liabilities other than the Assumed Liabilities.
Liabilities Assumed and Excluded. In connection with Buyer's purchase of the Assets, Buyer shall not assume and will not become responsible for the payment of any indebtedness of Seller (the "Liabilities"), except that which is incurred during the normal business of the Houston office, unless agreed to by this agreement and identified on Schedule 1.2 (the "Liabilities").
