Limited Assumed Liabilities Sample Clauses

Limited Assumed Liabilities. Notwithstanding anything herein to the contrary, from and after the Closing Date, TransWestern will not assume or in any way be responsible for any Liabilities of Seller or Shareholder or any other Liabilities whatsoever arising out of or relating to the condition or operation of the Directories at any time as of or prior to the Closing Date or, except as set forth in the following sentence, any other Liabilities. Subject to the terms and satisfaction of the conditions in this Agreement, from and after the Closing Date, TransWestern will assume and agree to pay, defend, discharge and perform as and when due only the following specific Liabilities of Seller that relate exclusively to the ownership and operation of the Directories after the Closing (the "Assumed Liabilities"): (i) Liabilities accruing on or after the Closing Date pursuant to the contracts and leases which are set forth on the attached "Contracts Schedule" or the "Assumed Lease Schedule," but only to the extent such contracts or leases are actually assigned to TransWestern (but excluding any Liability relating to or arising out of such contracts and leases as a result of (A) any breach of such contracts or leases occurring on or prior to the Closing Date, (B) any violation of law, breach of warranty, tort or infringement occurring on or prior to the Closing Date, (C) event or condition occurring or existing prior to the Closing Date or (D) with respect to the foregoing items (A), (B) and (C), any related charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand); and (ii) current Liabilities arising in the Ordinary Course of Business and classified as such on the Latest Balance Sheet or incurred after the date of the Latest Balance Sheet (as defined in Section 3.1(h)) to the extent such current Liabilities are reflected on the attached Assumed Liability Schedule and not paid prior to the Closing Date.

Limited Assumed Liabilities. Except for any Assigned Contract which is terminated by the other party thereto due to an improper assignment by Seller, from and after the Closing, Buyer will assume and agree to pay, defend, discharge and perform as and when due all liabilities and obligations of the Seller under the Assigned Contracts first arising after the Closing Date, to the extent they relate to the Business (the "Assumed Liabilities").

Limited Assumed Liabilities. In addition to, and not in lieu ---------------------------- of any other assumption of liabilities made by the Purchaser hereunder or under any other agreement, from and after the Closing, Purchaser shall assume and agree to pay, defend, discharge and perform as and when due all liabilities and obligations of Seller relating to the Business, whether arising at any time prior to the Closing or arising after the Closing, including, without limitation all liabilities and obligations of the Seller listed on the Balance Sheet.

Limited Assumed Liabilities. At the Closing (defined below), Buyer will assume and pay the obligations of Seller listed on Schedule 1.3 (the “Assumed Liabilities”).

Limited Assumed Liabilities. The Purchaser agrees to and will at the Closing assume and agree to pay, discharge and perform when lawfully due only the following (collectively referred to as the "Assumed Liabilities"): 2.2.1 Those obligations and contracts of the Seller which are to be paid or performed after the Closing and which are specifically identified under the Purchased Contracts. 2.2.2 The responsibility for payments to four (4) of the Seller's employees under the Employment Arrangement Agreements dated April 20, 1999, payable to Xxxxx XxxXxxxxx, Xxxxx Xxxxxxxx, Rich Xxxx, and Xxxxxxx Xxxxxx, all of which are attached to Schedule 2-2.2; and 2.2.3 A certain Agreement between Uniflow Corporation and International Union, United Automotive, Aerospace arid Agricultural Implement Workers of America dated April 4,1997 and its related and ancillary agreements ("UAW Collective Bargaining Agreement") which are attached to Schedule 2.2.3, except as set forth below: 2.2.3.1 The Seller shall pay sixty percent (60%) and the Purchaser shall pay forty percent (40%) of any amount of fringe benefits (e.g., tuition reimbursements, vacation and related items) earned by any employee prior to the Closing Date and paid by the Purchaser after the Closing Date. 2.2.4 To the extent the Purchaser desires to use any office equipment or forklifts which are currently on month-to-month leases with the Seller, then the Purchaser shall pay the Seller monthly rent, in advance, those amount(s) equal to the Seller's obligation with respect to such leased equipment.

Limited Assumed Liabilities. Subject to the terms of this Agreement (and excluding the Excluded Liabilities), at, from and after the Closing Date, Purchaser will assume and agree to pay, defend, discharge and perform, as and when due, all Liabilities of Seller related to the Purchased Assets including all Included Contracts, to the extent arising and to be performed after the Closing Date and any Liability expressly set forth in Schedule 2.2(a) (collectively, the “Assumed Liabilities”). For clarification, Purchaser is not assuming any Liabilities arising from or related to any facts or circumstances before the Closing and all such Liabilities shall be Excluded Liabilities. Assumed Liabilities associated with deferred revenue shall be limited to those set forth on Schedule 4.5(b).

Limited Assumed Liabilities. The only liabilities assumed by the Buyer are the items or matters in listed in Schedule 1.6.

Limited Assumed Liabilities. On the Closing Date, Buyer and Seller shall enter into an assignment and assumption agreement (the “Assignment and Assumption Agreement”), in the form of Exhibit C, pursuant to which Seller shall assign to Buyer all the Purchased Assets that are intangible personal property and Buyer shall assume and agree to discharge only the following specific obligations and liabilities of Seller to be paid or performed after the Closing Date, to the extent such liabilities and obligations relate exclusively or primarily to the Business, in accordance with their respective terms and subject to the respective conditions thereof (herein collectively referred to as the “Assumed Liabilities”): (a) The obligations of Seller under its existing agency contracts with agents with respect to Third-Proviso Shipments, including but not limited to responsibility for agreements with Seller’s agents with respect to booking and hauling Third-Proviso Shipments and distribution center and Home Express service provider agreements with Seller’s agents, but excluding liabilities or obligations identified in Section 2.4(b);and (b) To the extent assignable, the obligations of Seller under its existing customer Contracts, except those Contracts listed in Schedule 2.3(b).

Limited Assumed Liabilities. Subject to the conditions specified in this Agreement, and in reliance upon the representations, warranties and agreements set forth herein, from and after the Closing Date, Buyer will not assume or in any way be responsible for any Liabilities of the Company or any other Liabilities whatsoever related to the ownership, operation or condition of the Business or the Purchased Assets at any time prior to the Closing Date, except as specifically provided below. From and after the Closing Date, Buyer assumes and agrees to pay, defend, discharge and perform as and when due only the following specific Liabilities of the Company that relate exclusively to the Business (the “Assumed Liabilities”): (i) Liabilities to the extent arising after the Closing Date pursuant to all Contracts included in the Purchased Assets, excluding any Liability relating to or arising out of such Contracts as a result of (A) any transaction, status, event, condition, occurrence or situation existing, occurring or arising on or prior to the Closing Date, (B) any breach of such Contracts occurring on or prior to the Closing Date, (C) any violation of law, breach of warranty, tort or infringement occurring on or prior to the Closing Date, or (D) any related charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand; and (ii) Current Liabilities included on the Final Post-Closing Balance Sheet.

Limited Assumed Liabilities. At the Closing (defined below), Buyer will assume and agree to pay, defend, discharge and perform only the liabilities and obligations of Seller for payment and performance pertaining directly to the BDS Network (the “Assumed Liabilities”).