Common use of Liabilities to be Assumed by Buyer Clause in Contracts

Liabilities to be Assumed by Buyer. Subject to the terms and conditions of this Agreement, at the Closing, Buyer shall assume and thereafter in due course pay and fully satisfy all liabilities, obligations and related expenses arising after the Closing pursuant to the terms of the Contracts, accrued compensation, accrued expenses and current short term notes (including those payable to First Chicago NBD) payables accrued and recorded on Sellers' books as of the Closing as set forth on Schedule 1.1(e) hereof. Except as otherwise specifically provided for in this Section 1.3, Buyer shall not assume, or in any way be liable or responsible for, any liabilities, obligations or debts of either Seller of any type or nature, including, without limitation, liabilities arising under all Contracts not identified on Schedule 1.1(e), any related unfunded pension liabilities, any medical, life, disability insurance liabilities, any xxxxxxx compensation claims, any local, state, federal, payroll or other tax liabilities, liabilities relating to claims for damages based upon the breach by either Seller of any federal, state or local environmental or occupational health and safety laws or regulations, liabilities related to products liability, tort claims or other litigation, any undisclosed liabilities, liabilities incurred for the costs and expenses of negotiating and consummating the transactions contemplated by this Agreement, liabilities incurred in connection with the termination of any of the Contracts to be transferred hereunder for which consent of the other party thereto is required but not obtained, any liabilities related to the classification of independent contractors, tort claims asserted against either Seller or claims against either Seller for breach of contract which are based on acts or omissions of either Seller occurring on, before or after the Closing.

Liabilities to be Assumed by Buyer. Subject to the terms and conditions of this Agreement, at the Closing, Buyer shall assume and thereafter in due course pay and fully satisfy all liabilities, obligations and related expenses arising after the Closing Effective Date pursuant to the terms of the Contracts, Contracts and the Leases as well as all accrued compensation, accrued expenses and current short term notes (including those payable to First Chicago NBD) trade payables accrued incurred in the ordinary course of business consistent with past practice and recorded on Sellers' books as of the Closing as set forth on Schedule 1.1(eEffective Date (the "Assumed Liabilities") hereof. Except as otherwise specifically provided for in this Section 1.3, Buyer shall not assume, or in any way be liable or responsible for, any liabilities, obligations or debts of either Seller of any type or nature, including, without limitation, liabilities arising under all Contracts any contracts not identified on Schedule 1.1(e), any related unfunded pension liabilitiesliabilities arising under any Employee Benefit Plan maintained by Seller or any ERISA Affiliate (as defined below) of Seller, any liabilities arising under any Employee Benefit Plan to which Seller or any ERISA Affiliate is or has been obligated to contribute, any medical, life, disability insurance liabilities, any xxxxxxx compensation claims, any local, state, federal, payroll or other tax liabilities, liabilities relating to claims for damages based upon the breach by either Seller of any federal, state or local environmental or occupational health and safety laws or regulations, liabilities related to products liability, tort claims or other litigation, any undisclosed liabilities, liabilities incurred for the costs and expenses of negotiating and consummating the transactions contemplated by this Agreement, liabilities incurred in connection with the termination of any of the Contracts to be transferred hereunder for which consent of the other party thereto is required but not obtained, any liabilities related to the classification of independent contractors, tort claims asserted against either Seller or claims against either Seller for breach of contract which are based on acts or omissions of either Seller occurring on, before or after the ClosingEffective Date. As used herein, "ERISA Affiliate" shall refer to any trade or business, whether or not incorporated, under common control with the Seller within the meaning of Section 414(b), (c), (m) or (o) of the Code.

Liabilities to be Assumed by Buyer. Subject to the terms and conditions of this Agreement, at the Closing, Buyer shall assume and thereafter in due course pay and fully satisfy all trade liabilities, obligations and related expenses arising after existing as of the date of the Closing pursuant to the terms of the Contracts, accrued compensationunearned revenues, accrued expenses and current short term notes (including those payable to First Chicago NBD) payables accrued and customer deposits recorded on Sellers' Seller's books as of the Closing as set forth on Schedule 1.1(e) hereof. Except as otherwise specifically provided for in this Section 1.3, Buyer shall not assume, or in any way be liable or responsible for, any liabilities, obligations or debts of either Seller of any type or nature, including, without limitation, liabilities arising under all Contracts not identified on Schedule 1.1(e), any related unfunded pension liabilities, any medical, life, disability insurance liabilities, any xxxxxxx compensation claims, any local, state, federal, payroll or other tax liabilitiesliabilities except as otherwise specifically provided herein, liabilities relating to claims for damages based upon the breach by either Seller of any federal, state or local environmental or occupational health and safety laws or regulations, liabilities related to products liability, tort claims or other litigation, any undisclosed liabilities, liabilities incurred for the costs and expenses of negotiating and consummating the transactions contemplated by this Agreement, liabilities incurred in connection with the termination of any of the Contracts to be transferred hereunder for which consent of the other party thereto is required but not obtained, any liabilities related to the classification of independent contractors, tort claims asserted against either Seller or claims against either Seller for breach of contract which are based on acts or omissions of either Seller occurring on, before or after the Closing.

Liabilities to be Assumed by Buyer. Subject to the terms and conditions of this Agreement, at the Closing, Buyer shall assume and thereafter in due course pay and fully satisfy all liabilities, obligations and related expenses arising after the Closing pursuant to the terms of the Contracts, trade accounts payables related to the operation of the business prior to Closing in an amount not exceeding the amount accrued compensationtherefor on the Closing Statement, accrued compensation and accrued expenses and current short term notes (including those payable to First Chicago NBD) payables accrued and recorded on Sellers' Seller's books as of the Closing as set forth on Schedule 1.1(e1.3(a) hereofhereof which includes accrued compensation and accrued expenses. Except as otherwise specifically provided for in this Section 1.3, Buyer shall not assume, or in any way be liable or responsible for, any liabilities, obligations or debts of either Seller of any type or nature, including, without limitation, liabilities arising under all Contracts not identified on Schedule 1.1(e), any related unfunded pension liabilities, any medical, life, disability insurance liabilities, unfunded pension liabilities, any xxxxxxx compensation claims, any local, state, federal, payroll or other tax liabilities, liabilities relating to claims for damages based upon the breach by either Seller of any federal, state or local environmental or occupational health and safety laws or regulations, liabilities related to products liability, tort claims or other litigation, any undisclosed liabilities, liabilities incurred for the costs and expenses of negotiating and consummating the transactions contemplated by this Agreement, liabilities incurred in connection with the termination of any of the Contracts to be transferred hereunder for which consent of the other party thereto is required but not obtainedhereunder, any liabilities related to the classification of independent contractors, and tort claims asserted against either Seller or claims against either Seller for breach of contract which are based on acts or omissions of either Seller occurring on, before or after the Closing.