Common use of LIABILITIES ASSUMED BY THE PURCHASER Clause in Contracts

LIABILITIES ASSUMED BY THE PURCHASER. Upon the terms and subject to the conditions of this Agreement, the Purchaser agrees to assume as of the Closing Date the following liabilities of the Seller (collectively, the "Assumed Liabilities"), and only such liabilities: (i) the liabilities set forth on Schedule 2.03, including without limitation the Seller's obligations under $92 million principal amount of 9% debentures due June 1, 2012 (the "Debentures"), $18.723 million principal amount due October 15, 2001 (the "Notes") and $55.976 million principal amount of quarterly income capital securities (the "QUICS"), provided that such liabilities and obligations that accrue, or arise out of or are based on acts or omissions occurring, prior to the Closing Date shall be Assumed Liabilities only to the extent they are reflected on the Adjustment Schedule; (ii) the liabilities and obligations of the Seller that accrue based on services performed on or after the Closing Date under all Contracts and Approvals included in the Purchased Assets; (iii) subject to Section 12.02(d), liabilities relating to VA No-bids in connection with Mortgage Loans originated or committed prior to the Closing Date; and (iv) subject to Section 12.02(e), obligations ("Pre-Closing Servicing Obligations") with respect to (A) customary representations and warranties made in connection with Mortgage Loans sold prior to the Closing Date, with Servicing Rights retained by the Seller and (B) performance by the Seller prior to the Closing Date of its duties under the Servicing Rights in accordance with their terms. For the avoidance of doubt, it is understood that Pre-Closing Servicing Obligations shall not include (i) any credit-related or other recourse, indemnification or similar obligations (other than for breaches of customary representations and warranties) and (ii) any liabilities or obligations of the Seller based on or arising out of any violations of Law (provided that the failure of an individual Mortgage Loan to conform to the Applicable Requirements shall not be considered a violation of Law for these purposes) or any intentional or bad faith violation of the Seller's contractual obligations. The assumption of the Assumed Liabilities shall be effected by delivery by the Purchaser to the Seller at the Closing of the Assumption Agreement, whereby the Purchaser shall assume and agree to pay and discharge in accordance with their terms the Assumed Liabilities.

LIABILITIES ASSUMED BY THE PURCHASER. Upon the terms and subject to the conditions of this AgreementPurchaser hereby, the Purchaser agrees to assume effective as of the Closing Date Closing, assumes and agrees to discharge, in accordance with their terms, only (a) the following trade accounts payable, accrued expenses, notes payable and long-term debt and other liabilities of the Seller which are reflected in the Initial Balance Sheet or in the Closing Date Balance Sheet, (collectivelyb) all future obligations and liabilities of Seller under the Contracts, (c) all warranty obligations with respect to products sold by the Business from and after the commencement of the term of the Management and Administrative Services Agreement, dated as of September 8, 1997, by and between the Purchaser and the Seller (the "Management Services Agreement"), (d) up to $5,000 in warranty claims for products sold by the Business prior to the commencement of the term of the Management Services Agreement, (e) claims made by third-party purchasers of products from the Business for periods prior to the commencement of the term of the Management Services Agreement, up to a maximum of $5,000 and (f) additional liabilities, other than Retained Liabilities (as hereinafter defined), in addition to those described in (a) through (e) of this Section 1.5, in an amount not to exceed the lesser of (i) $500,000 and (ii) the amount by which $3,000,000 exceeds the Negative Amount. The liabilities of Seller which are assumed by Purchaser as aforesaid are referred to herein as the "Assumed Liabilities"). The Assumed Liabilities specifically exclude, and only such liabilities: (i) the liabilities set forth on Schedule 2.03, including without limitation the Seller's obligations under $92 million principal amount of 9% debentures due June 1, 2012 (the "Debentures"), $18.723 million principal amount due October 15, 2001 (the "Notes") and $55.976 million principal amount of quarterly income capital securities (the "QUICS"), provided that such liabilities and obligations that accrue, any litigation or arise claims arising out of or are based on acts in connection with the Business (except for those arising out of any efforts by the Seller to collect the Accounts) including the warranty claims and third-party claims not expressly assumed by the Purchaser as provided above; (ii) any litigation or omissions occurringclaims arising out of or in connection with this Agreement; (iii) any obligations arising under or in connection with existing employment agreements or other arrangements between the Seller or DSI and their respective employees, specifically including those with Xxxx Xxxxxx and Xxxxx Xxxxxxxxx, (iv) the consulting agreement by and between the Seller and DSI and Target Capital Corporation; (v) any liabilities arising out of the operation of the Business prior to the Closing relating to violations of any federal, state or local laws or regulations relating to environmental or occupational health and safety matters; and (vi) any liabilities for federal, state and local taxes, assessments, reassessments, governmental charges, penalties, interest and fines relating to the Business arising or accruing prior to the date of the Management Services Agreement. The Closing Date Balance Sheet shall be Assumed Liabilities only prepared by the Purchaser in accordance with the Agreed Upon Procedures, and a draft Closing Date Balance Sheet shall be delivered to the extent they are reflected on the Adjustment Schedule; Seller and DSI at least two (ii2) the liabilities and obligations of the Seller that accrue based on services performed on or after the Closing Date under all Contracts and Approvals included in the Purchased Assets; (iii) subject to Section 12.02(d), liabilities relating to VA No-bids in connection with Mortgage Loans originated or committed business days prior to the Closing Date; . Other than the Assumed Liabilities, Purchaser is not assuming and (iv) subject to Section 12.02(e)shall not otherwise become liable for any debts, liabilities and obligations ("Pre-Closing Servicing Obligations") with respect to (A) customary representations and warranties made in connection with Mortgage Loans sold prior to of Seller or the Closing DateBusiness, with Servicing Rights retained whether now asserted or unasserted, known or unknown, fixed or contingent. All liabilities not assumed by the Seller and (B) performance by the Seller prior to the Closing Date of its duties under the Servicing Rights Purchaser in accordance with their terms. For this Section 1.5 are hereinafter referred to collectively as the avoidance of doubt, it is understood that Pre-Closing Servicing Obligations shall not include (i) any credit-related or other recourse, indemnification or similar obligations (other than for breaches of customary representations and warranties) and (ii) any liabilities or obligations of the Seller based on or arising out of any violations of Law (provided that the failure of an individual Mortgage Loan to conform to the Applicable Requirements shall not be considered a violation of Law for these purposes) or any intentional or bad faith violation of the Seller's contractual obligations. The assumption of the Assumed Liabilities shall be effected by delivery by the Purchaser to the Seller at the Closing of the Assumption Agreement, whereby the Purchaser shall assume and agree to pay and discharge in accordance with their terms the Assumed "Retained Liabilities".

LIABILITIES ASSUMED BY THE PURCHASER. Upon In further consideration for the terms sale of the Assets, on the Closing Date, Xxxxxxxxx Subsidiary shall assume and subject agree to pay, perform and discharge the conditions Assumed Liabilities. For purposes of this Agreement, the Purchaser agrees term "Assumed Liabilities" shall include, and shall be limited solely to assume as (a) those liabilities disclosed on the August 31, 1996 unaudited balance sheet of the Closing Date Company ("August Balance Sheet"), excluding (except as provided below) any liabilities for transactional and advisory costs, including, without limitation, attorneys' and accountants' fees and expenses, incurred in connection with the following transactions contemplated hereby or the proposed sale of the Company or any equity interest therein (collectively, "Transaction Costs"); (b) all liabilities of the Seller Company that have arisen after August 31, 1996 in the ordinary course of business (collectivelyother than any liability resulting from, arising out of, relating to, in the "Assumed Liabilities")nature of, or caused by any facts or circumstances which would constitute a breach of the representations and only such liabilities: warranties of the Company set forth herein for which the Company and the Principal would be required to indemnify the Purchaser and Xxxxxxxxx Subsidiary under the terms of this Agreement) or accruing from and after August 31, 1996 pursuant to the Assigned Contracts; (ic) the other liabilities specifically set forth on Schedule 2.032.2 hereof which have been approved by the Purchaser; provided, including without limitation the Seller's obligations under however that Xxxxxxxxx Subsidiary shall assume Transaction Costs of up to Fifty Thousand Dollars ($92 million principal amount of 9% debentures due June 1, 2012 50,000) (the "DebenturesPermitted Transaction Costs") to the extent such Transaction Costs consist of the reasonable fees and expenses of Irell & Xxxxxxx LLP ("counsel for the Company"), $18.723 million principal amount due October 15, 2001 (it being understood that a portion of the "Notes") and $55.976 million principal amount of quarterly income capital securities (the "QUICS"), provided that such liabilities and obligations that accrue, or arise out of or are based on acts or omissions occurring, Permitted Transaction Costs may be costs which shall have been paid prior to the Closing Date shall be Assumed Liabilities only and, to such extent, the extent they are reflected on the Adjustment Schedule; (ii) the liabilities and obligations cash portion of the Seller that accrue based on services performed on or after the Closing Date under all Contracts and Approvals included Purchase Price shall not be reduced as set forth in the Purchased Assets; (iiiSection 2.1(b) subject to Section 12.02(d), liabilities relating to VA No-bids in connection with Mortgage Loans originated or committed prior to the Closing Dateabove; and (ivd) subject to Section 12.02(e)accrued sick leave, obligations ("Pre-Closing Servicing Obligations") with respect to (A) customary representations vacation or paid time off and warranties made in connection with Mortgage Loans sold prior bonuses earned or accrued but not yet paid relating to the Closing Date, with Servicing Rights retained by the Seller and (B) performance by the Seller prior to the Closing Date of its duties under the Servicing Rights in accordance with their terms. For the avoidance of doubt, it is understood that Pre-Closing Servicing Obligations shall not include (i) any credit-related or other recourse, indemnification or similar obligations (other than for breaches of customary representations and warranties) and (ii) any liabilities or obligations of the Seller based on or arising out of any violations of Law (provided that the failure of an individual Mortgage Loan to conform to the Applicable Requirements shall not be considered a violation of Law for these purposes) or any intentional or bad faith violation of the SellerCompany's contractual obligations. The assumption of the Assumed Liabilities shall be effected by delivery by the Purchaser to the Seller at the Closing of the Assumption Agreement, whereby the Purchaser shall assume and agree to pay and discharge in accordance with their terms the Assumed Liabilitiesemployees.