Limited Assumption of Liabilities. Anything herein to the contrary notwithstanding, except only as is provided in the next sentence, the parties intend and agree that Buyer and its designees shall not under any circumstances assume or become liable for or obligated to pay or discharge any debt, duty, obligation or liability of any Seller, and Sellers shall pay and discharge all of the same as they become due. Notwithstanding the preceding sentence, in addition to obligations to be undertaken by Buyer pursuant to the fifth sentence of section 5.1.13(c), Buyer shall assume and pay or discharge when due (a) all Pre-Closing Payables (as that term is defined in section 5.1.29) remaining unpaid at the Closing, and all other accounts and debts payable of Quik Drive USA and Quik Drive Canada that are incurred but not paid prior to the Closing (excluding any account or note payable or other debt or liability owed to any Company or to Xxxxxxxxx, other than the Australia Intercompany Payable) (the “Post-Closing Payables” and, together with the Pre-Closing Payables, the “Payables”), (b) all other all debts, duties, obligations and liabilities of the Companies accruing after the Closing under all Assigned Contracts that are duly and validly assigned to Buyer on the Closing Date, and (c) all liabilities and obligations (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued and due or to become due) of Quik Drive USA and Quik Drive Canada to their customers under warranties given by either of them in the ordinary course of business, other than warranties relating to screws that any of the Companies has represented are ACQ approved. The liabilities to be assumed pursuant to the preceding sentence are hereinafter collectively called the “Assumed Liabilities.”
Limited Assumption of Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge the liabilities and obligations set forth on Schedule 1.03 hereto and all others relating to the Assigned Contracts (i) to the extent arising after the Closing (as defined herein), and (ii) to the extent that such liabilities and obligations do not relate to any breach, default or violation by Seller on or prior to the Closing (collectively, the “Assumed Liabilities”). Other than the Assumed Liabilities, Buyer shall not assume any liabilities or obligations of Seller of any kind, whether known or unknown, contingent, matured or otherwise (the “Excluded Liabilities”), which shall include, but not be limited to (i) any claim, action, suit, proceeding or governmental investigation (collectively, any “Action”) prior to or at the Closing; (ii) (A) any Liability of Seller for Taxes, (B) any Taxes arising as a result of the operation of the Business or the leasing, ownership, operation or use of the Purchased Assets prior to the Closing, including Straddle Period Taxes allocated to the Pre-Closing Tax Period, as determined under Section 5.05(b), (C) any Transfer Taxes, as provided in Section 5.02(c), and (D) any liability of Seller for the Taxes of any Person as a transferee or successor, by contract, or otherwise; (iii) any obligation or liability to any Person for any broker’s, finder’s, agent’s or similar fee (whether in connection with the transactions contemplated by this Agreement or otherwise); and (iv) any other liability of Seller, in the case of each of (i)-(iv) whether or not disclosed.
Limited Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities (but only the Assumed Liabilities) at the Closing. The Buyer will not, however, assume or have any responsibility with respect to any of the Excluded Liabilities, and the Buyer shall not be deemed by anything contained in this Agreement to have assumed or become responsible for any Liability of the Seller not constituting an Assumed Liability. Each and all Excluded Liabilities shall remain the responsibility of the Seller subsequent to the Closing.
Limited Assumption of Liabilities. 6 2.3 Closing.................................................................6 2.4
Limited Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, Buyer (or its designee) agrees to assume and become responsible, from and after the Closing, for the following Liabilities of MII Life, and no other Liabilities of MII Life of any type (the “Assumed Liabilities”):
Limited Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Sellers shall assign to Buyer, and Buyer shall assume from Sellers, only the following Liabilities (the "Assumed Liabilities") and no other Liabilities:
Limited Assumption of Liabilities. Subject to the provisions of this Agreement, at the Closing, Purchaser shall assume only those debts, liabilities, obligations, commitments and contracts of the Seller which are set forth on Schedule 1.2. THE PURCHASER IS ------------ NOT ASSUMING ANY OTHER LIABILITIES, OBLIGATIONS, COMMITMENTS OR CONTRACTS WHATSOEVER. The debts, liabilities, obligations, commitments and contracts specified above to be assumed by Purchaser under this Agreement are referred to collectively as the "Assumed Liabilities". The Assumed Liabilities shall, without limitation, exclude all debts, liabilities, obligations, commitments and contracts not specifically identified in Schedule 1.2; (i) all tort claims ------------ asserted against Seller or Transcend or the Business or claims against Seller or Transcend or the Business for breach of contract or breach of warranty, which are based on acts or omissions occurring before the Closing; (ii) all liability related to environmental matters which originate prior to the Closing Date; (iii) any contract or agreement of Seller not expressly listed as an assigned contract on the Schedule 2.10 to this Agreement; (iv) any liabilities or ------------- obligations under any real property leases for periods prior to the Closing; (v) any obligations or liabilities to any employee of any Seller unless expressly set forth on Schedule 1.2 and then only in the amount set forth on said Schedule ------------ -------- 1.2; and (vi) any liabilities for taxes of any kind, including, without --- limitation, sales, income or withholding taxes resulting from the operation of the Business prior to Closing.
Limited Assumption of Liabilities. Purchaser will assume no liabilities or obligations of Seller except customer support obligations and obligations for performance under the Assigned Contracts that arise after the Closing Date. For the avoidance of doubt, Purchaser will not be liable for any obligation or breach by Seller occurring or arising prior to the Closing Date.
Limited Assumption of Liabilities. At the Closing, Buyer shall assume and agree to pay or discharge when due in accordance with their respective terms, only the following liabilities of the Seller: (a) those liabilities listed on Schedule 1.3; (b) all obligations under contracts listed on Schedule 2.11 and which contracts have been provided to Buyer; (c) all liabilities in respect of Taxes (as defined below) for which Buyer is responsible; and (d) any warranty or other obligations to provide service on, or to repair or replace, any products manufactured or sold by Seller prior to the Closing Date. Buyer shall not assume or be liable for any liabilities or obligations of Seller arising at or prior to the Closing unless identified herein or on Schedule 1.3. The liabilities to be assumed by the Buyer under this Agreement are hereinafter sometimes referred to as the "Liabilities" and the liabilities which are not assumed by Buyer under this Agreement are hereinafter sometimes referred to as the "Excluded Liabilities". The assumption of said Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller, and nothing herein shall prevent Buyer or Seller from contesting in any manner any of said Liabilities.
Limited Assumption of Liabilities. Subject to the conditions specified in this Agreement, from and after the Closing Date, the Buyers will not assume or in any way be responsible for any liabilities or obligations of the Sellers or any other liabilities or obligations whatsoever related to the operation of the Stations as conducted by the Sellers or the condition of the Assets at any time prior to the Closing Date, except as specifically provided below. From and after the Closing Date, the Buyers will assume and agree to pay, defend, discharge and perform as and when due only all liabilities and obligations pursuant to all Assumed Contracts, so long as such liabilities and obligations have been incurred in the ordinary course of business consistent with past business and payment practices (excluding (i) any contracts for indebtedness and (ii) any liability or obligation relating to or arising out of such Assumed Contracts 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, or (C) with respect to the foregoing items (A) and (B), any related charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand) (the "Assumed Liabilities").
