Common use of Liabilities Being Assumed Clause in Contracts

Liabilities Being Assumed. On the terms and subject to the conditions contained in this Agreement, effective as of the Closing, and from and after the Closing, Purchaser shall pay or assume, perform and discharge when due, the following liabilities (collectively, the “Assumed Liabilities”): (a) all Liabilities under the Assigned Contracts (including those Assigned Contracts representing “rent-to-own” Contracts and listed on Schedule 2.1(a)), but in each case only to the extent such Assigned Contracts have been effectively assigned and transferred to Purchaser pursuant to the provisions hereof; provided, however, that Liabilities accruing from and after the Closing Date under Assigned Contracts which have not been effectively assigned and transferred to Purchaser pursuant to the provisions hereof shall be assumed by Purchaser (i) to the extent Purchaser has received the benefits of such Assigned Contracts thereunder and (ii) Seller has complied with Section 1.5; provided, further, however, that (x) in the event Seller is unable to effectively assign and transfer any Assigned Contract to Purchaser and Purchaser is receiving the benefits of such Assigned Contracts thereunder and (y) Seller makes payments required to be made under any such Assigned Contract on behalf of Purchaser, Purchaser shall promptly reimburse Seller for all such payments made by Seller on Purchaser’s behalf up to an amount not exceeding that amount which Purchaser would have been required to pay under such Assigned Contract if such Assigned Contracts had been effectively assigned to Purchaser; (b) all reclamation liabilities related to the Business; (c) all Liabilities relating to the Business or the Purchased Assets that have arisen in the ordinary course of business (including, without limitation, undisclosed Liabilities and Liabilities in connection with Environmental Law), excluding, however, any Liabilities relating to: i. amounts owing in connection with the pre-Closing dispute with Western Fuels; ii. all Taxes accrued prior to Closing (other than as set forth in Section 1.7); iii. those Liabilities set forth on Exhibit E attached hereto; iv. those Liabilities set forth on Schedules 4.5 and 4.11; v. employee-related Liabilities occurring prior to, or upon, Closing including those Liabilities in connection with the Pension Plan and the Retiree Medical Benefit Plan and Liabilities under the Worker Adjustment and Retraining Notification Act or any similar state or local Law other than in connection with the transactions contemplated by this Agreement (except those Liabilities set forth in subsections 2.1(e), (g), (h), (i) and (j) below); and vi. Liabilities associated with the dispute with Majestic Petroleum Operations, LLC concerning payment for methane well. (d) all Liabilities of Seller in connection with the Settlement Agreement and Mutual Release, dated as of July 19, 2002, between Seller and Louisiana Generating LLC; (e) all Liabilities pursuant to the Worker Adjustment and Retraining Notification Act or any similar state or local Law arising as a consequence of the transactions contemplated hereby or for any action taken by Purchaser after the Closing Date; (f) all Liabilities of Seller in connection with the Encoal facility; (g) all Liabilities related to the Severance Obligations as set forth on Schedule 2.1(g); (h) all Liabilities of Seller under the Retention Agreements set forth on Schedule 2.1(h)(i) between Triton and those parties set forth in Schedule 2.1(h)(ii); (i) Purchaser agrees to provide the Change of Control Benefit specified in the Management Agreement dated September 30, 2002 between Triton and Txxxx X. Xxxxxxxxx attached hereto as Exhibit F (the “Management Agreement”), notwithstanding the terms of such agreement, no later than sixty (60) days after the Closing Date unless Txxxx X. Xxxxxxxxx (i) has been terminated for Cause (as defined in the Management Agreement) or (ii) has resigned his employment with the Company (other than a resignation pursuant to Section 11(b)(iv) of the Management Agreement); (j) all Liabilities related to the employment obligations described under Section 9.2 of this Agreement; and (k) all Liabilities in connection with the Hay Creek Bonus payments. Except as specifically set forth in this Section 2.1, Purchaser assumes no liability or responsibility for any other Liabilities of Seller or the Business, or any other obligation made by Seller in connection with the Purchased Assets, including without limitation those liabilities set forth in subsections (c)(i) through (c)(vi) of this Section 2.1, those liabilities set forth in Section 6.4, and those liabilities associated with or arising from the Excluded Assets (collectively referred to as the “Retained Liabilities”). The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. For the avoidance of doubt, Assumed Liabilities shall not include (i) any Liabilities of Seller under this Agreement or (ii) any Liability of Seller for expenses or fees incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement or the consummation (or preparation for the consummation) of the transactions contemplated hereby (including attorney and accountant’s fees) other than the Transaction Fees and Transaction Taxes which Purchaser is obligated to pay as set forth in Section 1.7.

Liabilities Being Assumed. On At the Closing, subject to the terms and subject to the conditions contained in of this Agreement, effective as simultaneously with the sale, transfer, conveyance and assignment to the Buyer of the ClosingPurchased Assets, the Buyer shall assume, pay and perform when due the following, and from only the following, liabilities and after obligations of the Closing, Purchaser shall pay or assume, perform and discharge when due, the following liabilities (collectively, the “Assumed Liabilities”):Seller: (a) accounts payable and accrued expenses of the Business (including with respect to QST or GST and excluding accruals for any other Taxes) to the extent accrued or otherwise properly reflected on the Closing Balance Sheet; (b) all Liabilities liabilities and obligations arising after the Closing under the Assigned Contracts (including those Assigned Contracts representing “rent-to-own” Contracts and listed on Schedule 2.1(a)), but in each case only which are effectively assigned to the extent such Assigned Contracts have been effectively assigned and transferred to Purchaser pursuant to the provisions hereofBuyer in accordance with their respective terms; provided, however, that Liabilities accruing from all liabilities and after obligations under Article III and Section 2.2(vi) of the Closing Date under Assigned Contracts which have not been effectively assigned Asset Purchase Agreement, dated May 12, 1995 among the Seller, SportRack Canada Inc., Jean Xxxxxxx, Xxchxxx Xxxxxx, 0087988 Canada Inc. and transferred to Purchaser pursuant to Robexx Xxxxxxxxx (xx amended by the provisions hereof shall be assumed by Purchaser First Amendment thereto, dated April 4, 1996 among such parties) (ithe "Original Purchase Agreement") of the Seller to the extent Purchaser has received the benefits arising out of such Assigned Contracts thereunder and (ii) Seller has complied with Section 1.5; provided, further, however, that (x) in the event Seller is unable to effectively assign and transfer any Assigned Contract to Purchaser and Purchaser is receiving the benefits of such Assigned Contracts thereunder and (y) Seller makes payments required to be made under any such Assigned Contract on behalf of Purchaser, Purchaser shall promptly reimburse Seller for all such payments made by Seller on Purchaser’s behalf up to an amount not exceeding that amount which Purchaser would have been required to pay under such Assigned Contract if such Assigned Contracts had been effectively assigned to Purchaser; (b) all reclamation liabilities or related to periods prior to and including the Businessperiod ending on the date of the Closing Balance Sheet (the "Excluded Earnout Liabilities") shall not be assumed, paid or performed by the Buyer (it being understood that the Seller shall satisfy the Excluded Earnout Liabilities in full on or prior to the Closing); (c) all Liabilities obligations under open customer orders and purchase orders relating to products or services of the Business or included in the Purchased Assets that have arisen Assigned Contracts which arose in the ordinary course of business (including, without limitation, undisclosed Liabilities and Liabilities in connection with Environmental Law), excluding, however, any Liabilities relating to: i. amounts owing in connection with of the pre-Closing dispute with Western Fuels; ii. all Taxes accrued Business prior to the Closing (other than as set forth in Section 1.7); iii. those Liabilities Date or are set forth on Exhibit E attached heretoSchedule 1.3(c); iv. those Liabilities set forth on Schedules 4.5 and 4.11; v. employee-related Liabilities occurring prior to, or upon, Closing including those Liabilities in connection with the Pension Plan and the Retiree Medical Benefit Plan and Liabilities under the Worker Adjustment and Retraining Notification Act or any similar state or local Law other than in connection with the transactions contemplated by this Agreement (except those Liabilities set forth in subsections 2.1(e), (g), (h), (i) and (j) below); and vi. Liabilities associated with the dispute with Majestic Petroleum Operations, LLC concerning payment for methane well. (d) all Liabilities accrued payroll, sick leave and vacation expenses of the Seller arising in connection with the Settlement Agreement ordinary course of business of the Business and Mutual Release, dated as of July 19, 2002, between Seller and Louisiana Generating LLCrelating to the Hired Employees to the extent reflected on the Closing Balance Sheet; (e) all Liabilities pursuant to the Worker Adjustment liabilities and Retraining Notification Act or any similar state or local Law arising as a consequence of obligations assumed by the transactions contemplated hereby or for any action taken by Purchaser after the Closing DateBuyer under Section 6.3; (f) all Liabilities liabilities and obligations arising out of Seller in connection with the Encoal facility;operation of the Business after the Closing Date; and (g) all Liabilities related Claims under warranties or product returns with respect to the Severance Obligations as set forth on Schedule 2.1(g);sale of products of the Business which arose or may arise before or after the Closing Date; and (h) all Liabilities of Seller under the Retention Agreements set forth on Schedule 2.1(h)(i) between Triton Claims, liabilities and those parties set forth in Schedule 2.1(h)(ii); (i) Purchaser agrees obligations relating to provide the Change of Control Benefit specified in the Management Agreement dated September 30, 2002 between Triton and Txxxx X. Xxxxxxxxx attached hereto as Exhibit F (the “Management Agreement”), notwithstanding the terms of such agreement, no later than sixty (60) days product liability claims with respect to any products sold by Buyer after the Closing Date unless Txxxx X. Xxxxxxxxx (i) has been terminated for Cause (as defined in Date. For convenience of reference, the Management Agreement) or (ii) has resigned his employment with the Company (other than a resignation pursuant to Section 11(b)(iv) foregoing liabilities and obligations of the Management Agreement); (j) all Liabilities related to Seller being assumed by the employment obligations described under Section 9.2 of Buyer are collectively called the "Assumed Obligations" in this Agreement; and (k) all Liabilities in connection with the Hay Creek Bonus payments. Except as specifically set forth in this Section 2.1, Purchaser assumes no liability or responsibility for any other Liabilities of Seller or the Business, or any other obligation made by Seller in connection with the Purchased Assets, including without limitation those liabilities set forth in subsections (c)(i) through (c)(vi) of this Section 2.1, those liabilities set forth in Section 6.4, and those liabilities associated with or arising from the Excluded Assets (collectively referred to as the “Retained Liabilities”). The Retained Liabilities shall remain the sole responsibility of Buyer hereby expressly agrees to pay and shall be retained, paid, performed and discharged solely by Seller. For the avoidance of doubt, Assumed Liabilities shall not include (i) any Liabilities of Seller under this Agreement or (ii) any Liability of Seller for expenses or fees incident to or arising out perform when due all of the negotiation, preparation, approval or authorization of this Agreement or the consummation (or preparation for the consummation) of the transactions contemplated hereby (including attorney and accountant’s fees) other than the Transaction Fees and Transaction Taxes which Purchaser is obligated to pay as set forth in Section 1.7Assumed Obligations.

Liabilities Being Assumed. On Subject to the terms and subject to the conditions contained in of this Agreement, effective as simultaneously with the sale, transfer, conveyance and assignment to the Buyer of the ClosingPurchased Assets, the Buyer shall assume, pay and perform when due the following, and from only the following, liabilities and after obligations of the Closing, Purchaser shall pay or assume, perform and discharge when due, the following liabilities (collectively, the “Assumed Liabilities”):Sellers: (a) all Liabilities under accounts payable and accrued expenses of the Assigned Contracts Business (including those Assigned Contracts representing “rent-to-own” Contracts and listed on Schedule 2.1(a)), but in each case only excluding accruals for (i) any Taxes other than Taxes to the extent such Assigned Contracts have been effectively assigned and transferred to Purchaser pursuant to the provisions hereof; provided, however, that Liabilities accruing from and after accrued on the Closing Date under Assigned Contracts which have not been effectively assigned Statement and transferred (ii) any intercompany or other payments due to Purchaser pursuant to Affiliates of the provisions hereof shall be assumed by Purchaser (iSeller, including all items identified as I/C MascoTech on the Closing Statement) to the extent Purchaser has received accrued or otherwise properly reflected on the benefits of such Assigned Contracts thereunder and (ii) Seller has complied with Section 1.5; provided, further, however, that (x) in the event Seller is unable to effectively assign and transfer any Assigned Contract to Purchaser and Purchaser is receiving the benefits of such Assigned Contracts thereunder and (y) Seller makes payments required to be made under any such Assigned Contract on behalf of Purchaser, Purchaser shall promptly reimburse Seller for all such payments made by Seller on Purchaser’s behalf up to an amount not exceeding that amount which Purchaser would have been required to pay under such Assigned Contract if such Assigned Contracts had been effectively assigned to PurchaserClosing Statement; (b) all reclamation liabilities related to and obligations arising after the BusinessClosing under the Assigned Contracts in accordance with their respective terms; (c) all Liabilities obligations under open customer orders and purchase orders (including any such orders placed with any Affiliate of the Sellers relating to products or services of the Business or Business) included in the Purchased Assets that have arisen Assigned Contracts which arose in the ordinary course of business (including, without limitation, undisclosed Liabilities and Liabilities in connection with Environmental Law), excluding, however, any Liabilities relating to: i. amounts owing in connection with of the pre-Closing dispute with Western Fuels; ii. all Taxes accrued Business prior to Closing (other than as set forth in Section 1.7); iii. those Liabilities set forth on Exhibit E attached hereto; iv. those Liabilities set forth on Schedules 4.5 and 4.11; v. employee-related Liabilities occurring prior to, or upon, Closing including those Liabilities in connection with the Pension Plan and the Retiree Medical Benefit Plan and Liabilities under the Worker Adjustment and Retraining Notification Act or any similar state or local Law other than in connection with the transactions contemplated by this Agreement (except those Liabilities set forth in subsections 2.1(e), (g), (h), (i) and (j) below); and vi. Liabilities associated with the dispute with Majestic Petroleum Operations, LLC concerning payment for methane well. (d) all Liabilities of Seller in connection with the Settlement Agreement and Mutual Release, dated as of July 19, 2002, between Seller and Louisiana Generating LLC; (e) all Liabilities pursuant to the Worker Adjustment and Retraining Notification Act or any similar state or local Law arising as a consequence of the transactions contemplated hereby or for any action taken by Purchaser after the Closing Date; (d) accrued payroll and vacation expenses of the Sellers arising in the ordinary course of business of the Business and relating to the Hired Employees to the extent reflected on the Closing Statement; (e) warranty obligations of the Sellers with respect to the Business resulting from products manufactured, distributed or sold or services performed on or before the Closing Date, notwithstanding that the date on which the warranty obligation is asserted is after the Closing Date; provided, however, the Buyer shall assume no liability with respect to warranty claims for rack systems sold prior to the Closing for the "NS Minivan"; (f) all Liabilities of Seller in connection with liabilities and obligations relating to the Encoal facilityBusiness and disclosed on Schedule 1.3(f); (g) all Liabilities related to the Severance Obligations as set forth on Schedule 2.1(g)liabilities and obligations assumed by the Buyer under Section 6.4; (h) all Liabilities liabilities and obligations arising out of Seller under the Retention Agreements set forth on Schedule 2.1(h)(i) between Triton and those parties set forth in Schedule 2.1(h)(ii);operation of the Business after the Closing Date; and (i) Purchaser agrees to provide the Change of Control Benefit specified in the Management Agreement dated September 30, 2002 between Triton and Txxxx X. Xxxxxxxxx attached hereto as Exhibit F (the “Management Agreement”), notwithstanding the terms of such agreement, no later than sixty (60) days after the Closing Date unless Txxxx X. Xxxxxxxxx (i) has been terminated for Cause (as defined in the Management Agreement) or (ii) has resigned his employment with the Company (other than a resignation pursuant to Section 11(b)(iv) of the Management Agreement); (j) all Liabilities related to the employment obligations described under Section 9.2 of this Agreement; and (k) all Liabilities in connection with the Hay Creek Bonus payments. Except as specifically set forth in this Section 2.1, Purchaser assumes no liability or responsibility for any other Liabilities of Seller or the Business, or any other obligation made by Seller in connection with the Purchased Assets, including without limitation those liabilities set forth in subsections (c)(i) through (c)(vi) of this Section 2.1, those liabilities set forth in Section 6.4, and those l liabilities associated with or arising from the Excluded Assets (collectively referred to as the “Retained Liabilities”). The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by SellerAssumed Employee Plans. For convenience of reference, the avoidance of doubt, Assumed Liabilities shall not include (i) any Liabilities of Seller under this Agreement or (ii) any Liability of Seller for expenses or fees incident to or arising out foregoing liabilities and obligations of the negotiation, preparation, approval or authorization of this Agreement or Sellers being assumed by the consummation (or preparation for Buyer are collectively called the consummation) of the transactions contemplated hereby (including attorney and accountant’s fees) other than the Transaction Fees and Transaction Taxes which Purchaser is obligated to pay as set forth "Assumed Obligations" in Section 1.7.this

Liabilities Being Assumed. On (a) Upon the terms and subject to the conditions contained in of this Agreement, effective as of the Closing, and from and after the Closing, Purchaser shall pay or assumeassume the following, perform and discharge when dueonly the following, the following liabilities (collectively, the “Assumed Liabilities”):Liabilities of each Company: (ai) all accounts payable and accrued expenses of the Business arising in the ordinary course of the Business to the extent accrued or otherwise reflected as a Liability on the Latest Balance Sheet (or arising in the ordinary course of business consistent with past practice since the Latest Balance Sheet Date and on or prior to the Closing Date (excluding in all cases Taxes for or with respect to any period ending on or prior to the Closing Date)), in each case determined in accordance with GAAP; (ii) all Liabilities to be performed after the Closing under the Assigned Contracts in accordance with their respective terms (including those excluding any such Liabilities resulting from or relating to any breach or violation of, or default under, or any alleged breach or violation of, or alleged default under, any such Assigned Contracts representing “rent-to-own” Contracts and listed Contract that arises out of or is based upon facts, events or circumstances occurring or existing as of or prior to the Closing, notwithstanding that the date on Schedule 2.1(a)which any Proceeding with respect thereto is commenced or made is after the Closing), but in each case only to the extent such Assigned Contracts have been effectively assigned and transferred to the Purchaser pursuant to the provisions hereof; provided, however, that Liabilities accruing from and after the Closing Date under Assigned Contracts which have not been effectively assigned and transferred to Purchaser pursuant to the provisions hereof shall be assumed by Purchaser (i) to the extent Purchaser has received the benefits of such Assigned Contracts thereunder and (ii) Seller has complied with Section 1.5; provided, further, however, that (x) in the event Seller is unable to effectively assign and transfer any Assigned Contract to Purchaser and Purchaser is receiving the benefits of such Assigned Contracts thereunder and (y) Seller makes payments required to be made under any such Assigned Contract on behalf of Purchaser, Purchaser shall promptly reimburse Seller for all such payments made by Seller on Purchaser’s behalf up to an amount not exceeding that amount which Purchaser would have been required to pay under such Assigned Contract if such Assigned Contracts had been effectively assigned to Purchaser; (biii) all reclamation liabilities related Liabilities owed to Hired Employees arising after the Business;Closing; and (civ) all Liabilities relating to the Business or the Purchased Assets that have arisen in the ordinary course of business (including, without limitation, undisclosed Liabilities and Liabilities in connection with Environmental Law), excluding, however, any Liabilities relating to: i. amounts owing in connection with the pre-Closing dispute with Western Fuels; ii. all Taxes accrued prior to Closing (other than as set forth in Section 1.7); iii. those Liabilities set forth on Exhibit E attached hereto; iv. those Liabilities set forth on Schedules 4.5 and 4.11; v. employee-related Liabilities occurring prior to, or upon, Closing including those Liabilities in connection with the Pension Plan and the Retiree Medical Benefit Plan and Liabilities under the Worker Adjustment and Retraining Notification Act or any similar state or local Law other than in connection with the transactions contemplated by this Agreement (except those Liabilities set forth in subsections 2.1(e), (g), (h), (i) and (j) below); and vi. Liabilities associated with the dispute with Majestic Petroleum Operations, LLC concerning payment for methane well. (d) all Liabilities of Seller in connection with the Settlement Agreement and Mutual Release, dated as of July 19, 2002, between Seller and Louisiana Generating LLC; (e) all Liabilities pursuant to the Worker Adjustment and Retraining Notification Act or any similar state or local Law arising as a consequence of the transactions contemplated hereby or for any action taken by Purchaser after the Closing Date; (f) all Liabilities of Seller in connection with the Encoal facility; (g) all Liabilities related to the Severance Obligations as set forth on Schedule 2.1(g); (h) all Liabilities of Seller under the Retention Agreements set forth on Schedule 2.1(h)(i) between Triton and those parties set forth in Schedule 2.1(h)(ii); (i) Purchaser agrees to provide the Change of Control Benefit specified in the Management Agreement dated September 30, 2002 between Triton and Txxxx X. Xxxxxxxxx attached hereto as Exhibit F (the “Management Agreement”), notwithstanding the terms of such agreement, no later than sixty (60) days after the Closing Date unless Txxxx X. Xxxxxxxxx (i) has been terminated for Cause (as defined in the Management Agreement) or (ii) has resigned his employment with the Company (other than a resignation pursuant to Section 11(b)(iv) of the Management Agreement); (j) all Liabilities related to the employment obligations described under Section 9.2 of this Agreement; and (k) all Liabilities in connection with the Hay Creek Bonus payments. Except as specifically set forth in this Section 2.1, Purchaser assumes no liability or responsibility for any other Liabilities of Seller or the Business, or any other obligation made by Seller in connection with the Purchased Assets, including without limitation those liabilities set forth in subsections (c)(i) through (c)(vi) of this Section 2.1, those liabilities set forth in Section 6.4, and those liabilities associated with or arising from the Excluded Assets (collectively referred to as the “Retained Liabilities”). The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. For the avoidance of doubt, Assumed Liabilities shall not include (i) any Liabilities of Seller under this Agreement or (ii) any Liability of Seller for expenses or fees incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement or the consummation (or preparation for the consummation) operation of the transactions contemplated hereby Purchased Assets after the Closing Date or out of the conduct of the Business after the Closing Date. (including attorney and accountant’s feesb) other than For convenience of reference, the Transaction Fees and Transaction Taxes which Liabilities that are to be assumed by the Purchaser is obligated at the Closing pursuant to pay as set forth this Section 2.1 are ----------- collectively called the "Assumed Liabilities" in Section 1.7.this Agreement. -------------------