Liabilities Assumed by the Buyer. The Buyer agrees to assume, pay, perform, fulfill and discharge all liabilities, debts, duties, payments and obligations arising from or in connection with or relating to the Business or any or all of the Purchased Assets or the use or operation of the Purchased Assets, as and when due, whether fixed, absolute, contingent, material, immaterial, matured or unmatured, arising after the Closing Date with respect to the Contracts and the Contract Documents (including the Seller's obligations thereunder with respect to (i) Dealer Reserves and (ii) advances approved but not yet funded) whether such obligations arise under such Contract or under a related Contract Document or otherwise (the "Assumed Liabilities").
Liabilities Assumed by the Buyer. As further consideration for consummation of the transactions contemplated hereby, notwithstanding Section 2.2 hereof, at the Closing the BUYER shall assume and agree to thereafter pay when due and discharge and indemnify the SELLER and hold the SELLER harmless with respect to the liabilities and obligations of the SELLER specified in, and for services and benefits receivable after the Closing Date under each contract and agreement described in Sections 1.1D(i), (iv), (v) and (vii) (individually, a "Contract" and collectively the "Contracts"). BUYER shall not assume or be deemed to assume any liabilities or obligations of the SELLER except as specified in this Section (the "Assumed Liabilities").
Liabilities Assumed by the Buyer. Subject to the terms and conditions contained in this Agreement, at the Closing Buyer will assume and agrees to pay or perform as and when due the following liabilities and obligations (the “Assumed Liabilities”): accounts payable as of the Closing arising in the ordinary course and conduct of the Business and of the same type as reflected on the balance sheet dated February 28, 2007 (the “Reference Balance Sheet”); all liabilities and obligations of Seller arising under the Assumed Contracts and Leases that are first required to be paid or performed from and after the Closing Date (but excluding any liabilities or obligations which are attributable to Seller’s violation, breach or default in respect of any Assumed Contract or Lease), including, without limitation, any amounts payable with respect to utility charges and other items of expense attributable to the conduct of the Business and first becoming due and owing on or after the Closing Date (whether or not such charges or expenses arise in respect of periods beginning prior to the Closing Date); the obligations in respect of Transferred Employees as specifically set out in Article 6 of this Agreement and the liabilities, costs and expenses (including attorneys’ fees) for all employment claims that are filed by any Transferred Employee who accepts employment with the Buyer relating to arbitrations, unfair labor practice charges, employment discrimination charges, wrongful termination claims, workers’ compensation claims, any employment-related tort claim or other claims or charges of or by the Transferred Employees to the extent, but only to the extent, that the same result from the employment relationship between the Buyer and the Transferred Employee and conditions, actions or events or series of actions or events occurring on or subsequent to the Closing Date; all liabilities for payroll Taxes, sales Taxes and general property Taxes of the Business or assessed against or pertaining to the Transferred Assets to the extent such first become due and owing (and are not past due) on or after the Closing Date (whether or not such Taxes arise in respect of periods beginning prior to the Closing Date); all product warranty liabilities and obligations of Seller relating to products sold or services furnished by Seller prior to the Closing Date; those liabilities and obligations specifically described on Schedule 1.4(f); and all liabilities and obligations arising out of or related to the business, operation...
Liabilities Assumed by the Buyer. The Buyer agrees to assume, discharge in accordance with their terms, and indemnify, defend and hold harmless the Sellers, and each of their respective officers, subsidiaries, affiliates, directors, employees, representatives and agents, from and against any and all Losses based upon those liabilities of the Company reflected, and only to the extent so reflected, on the Closing Date Balance Sheet and those obligations and liabilities of the Company arising, from and after the date hereof, as a consequence of (a) the contracts and agreements of the Company specifically listed on a schedule, or schedules, to this Agreement, (b) other -39- contracts of the Company as to which the Buyer will receive the economic benefit after the date hereof that were not required to be listed on such schedules by the terms of this Agreement, (c) those benefit plans set forth on Schedule 3.15(a) hereto and designated on such Schedule as an "Assumed Plan", subject to the satisfaction of all related conditions precedent thereto and delivery to the Buyer of the documents referred to in Section 2.5(r) hereof and (d) any and all Taxes arising solely and exclusively from the operation of the business by the Buyer or the ownership of the Assets, in each case from and after the date hereof (hereinafter collectively referred to as the "Assumed Liabilities".
Liabilities Assumed by the Buyer. The Buyer shall assume only liabilities and obligations under contracts and other agreements to which the Company is a party or by or to which it or its assets, properties or rights are bound or subject.
Liabilities Assumed by the Buyer. As of the Closing Date, the Buyer shall assume (and pay, perform and discharge when due) all liabilities and obligations of the Sellers relating to the Acquired Business arising or required to be performed on or after the Closing Date under the contracts, other agreements and other property identified in Schedule 2.1(a), and to which the Buyer or a subsidiary of the Buyer becomes a party or an assignee, other than liabilities or obligations arising or required to be performed prior to the Closing Date. The liabilities to be assumed by the Buyer pursuant to this Agreement are hereinafter sometimes collectively referred to as the "Assumed Liabilities". In confirmation of the foregoing assumption, the Buyer shall execute and deliver to the Sellers at the Closing an Assumption Agreement in the form of Exhibit B.
1 Liabilities Not Assumed by the Buyer. Anything in this Agreement to the contrary notwithstanding, the Buyer shall not assume, or in any way be liable or responsible for, any liabilities or obligations of the Sellers except as specifically provided in Section 2.2.
Liabilities Assumed by the Buyer. At the Closing, the Buyer shall assume and agree to thereafter perform and pay when due all liabilities related to the Acquired Assets but only to the extent such liabilities arise from and after the Closing Date (the "Assumed Liabilities").
Liabilities Assumed by the Buyer. In partial payment of the Purchase Price (as defined in Section 3.1), subject to the terms and conditions set forth in this Agreement, the Buyer hereby assumes and agrees to pay, perform and discharge, by an Undertaking in the form of Exhibit C hereto, (a) any and all deferred subscription liability recorded by the Seller on the Closing Date consistent with past practices in an amount not to exceed $1 million, (b) the Seller's liabilities and obligations under each of the Contracts as and to the extent requiring performance on or after the Closing Date (other than liabilities relating to any breach or default of any Contract prior to the Closing Date), and (c) liabilities and obligations arising out of the operations of the Business after the Closing Date. The specific liabilities to be assumed by the Buyer pursuant to this Agreement are hereinafter sometimes collectively referred to as the "Assumed Liabilities".
Liabilities Assumed by the Buyer. The Seller and the Buyer hereby agree that the Buyer shall take over only and exclusively the Transferred Liabilities, and only to the extent that such Transferred Liabilities are evidenced in the compulsory accounting books of the Seller, as provided by art. 2560 of the Italian Civil Code. The Buyer shall assume no other liability of the Seller.
Liabilities Assumed by the Buyer. In partial payment of the Purchase Price (as defined in Section 3), the Buyer shall assume, as of the Closing Date, the following liabilities and obligations of the Seller to the extent existing on the Closing Date, other than as specifically excepted in Section 2.2:
(i) any indebtedness owed by the Seller to financial institutions or other lenders not to exceed an aggregate amount of $200,000;
(ii) any accounts payable on the Balance Sheet not to exceed an aggregate amount of $170,000; and
(iii) all liabilities and obligations under contracts and other agreements to which the Seller is a party or by or to which it or its assets, properties or rights are bound or subject and which are reflected on Schedules 5.9, 5.11, 5.12, 5.15, 5.16, 5.20, 5.21, and 5.22.
