Common use of Limited Assumption of Liabilities Clause in Contracts

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. Subject The Purchaser shall not assume or be bound by any obligations or Liabilities of the Seller, the Parent or any of their respective Subsidiaries of any kind or nature, known, unknown, contingent or otherwise, other than the Specifically Assumed Liabilities. Without limiting the generality of the foregoing, the Purchaser expressly does not assume or agree to pay or perform the following with respect to the terms and conditions set forth hereinSeller, Buyer shall assume and agree the Parent or any of their respective Subsidiaries or Affiliates: 2.4.1 notes or accounts payable or other long or short-term indebtedness, except for accounts payable provided for in the Specifically Assumed Liabilities; 2.4.2 contributions or payments to any profit-sharing, bonus, pension, sick pay, perform and discharge vacation pay, health benefit or any other employee benefit plan, or any other salary, severance, compensation or benefits with respect to employees of the liabilities and obligations set forth on Schedule 1.03 hereto and all others relating Seller; 2.4.3 any obligations, duties, responsibilities or Liabilities that now exist or may arise in the future with respect 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 matters occurring prior to the Closing (collectivelya) to employees or former employees or any of their respective beneficiaries, the “Assumed Liabilities”). Other than the Assumed Liabilitiesheirs or assignees, 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 ClosingPension Benefit Guaranty Corporation or any similar organization, 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 arising out of Seller for the Taxes such employees’ or former employees’ employment or out 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 arising by virtue of any collective bargaining relationship or agreement or pursuant to the National Labor Relations Act or any other labor relations law, (ivb) with respect to (1) any income, profit, or other liability taxes or (2) any claims under express or implied warranty or for personal injuries, property damage or consequential damages relating to products or services sold by the Seller or (c) under any statute, rule or regulation, including, but not limited to, civil rights, health, safety, labor, discrimination and environmental laws, rules and regulations; 2.4.4 any obligations or liabilities related to any claim of violation of any environmental law resulting from the operation of the Business by Seller or the use of any real property subject to the Assumed Lease or any other real property owned, leased or subleased by Seller, . The Seller and the Parent shall have the indemnification obligations set forth in the case of each of (i)-(iv) whether or not disclosedSection 9.

Limited Assumption of Liabilities. (a) Subject to the terms and conditions set forth hereinin this Agreement, at the Closing, Sellers shall assign to Buyer, and Buyer shall assume from Sellers, only the following Liabilities (the "Assumed Liabilities") and agree no other Liabilities: (i) all current liabilities of any Seller to third parties in connection with the Business that remain unpaid as of the Closing Date (including accrued paid time off (PTO), sick pay, perform vacation pay, and discharge similar compensation), but only to the liabilities and obligations set forth on Schedule 1.03 hereto and extent included in the calculation of Closing Net Working Capital; (ii) all others relating to Liabilities in respect of the Assigned Contracts (i) including all unfulfilled customer commitments, quotations, purchase orders, customer orders, and work orders outstanding, pending, or in process as of Closing, to the extent arising after included within the Closing (as defined hereinAssigned Contracts), and (ii) but only to the extent that such liabilities Liabilities are required to be performed after the Effective Time and obligations do not relate to any failure to perform, improper performance, warranty, or other breach, default default, or violation by any Seller Party on or prior to the Closing; (iii) Liabilities relating to costs incurred to notify owners and remedy non-compliances with Federal motor vehicle safety standards or safety-related defects that are determined by Buyer or by the National Highway Traffic Safety Administration to exist in any products developed, manufactured, certified, sold, or delivered by any Seller Party prior to the Closing Date. Notwithstanding the foregoing, (collectively, a) if the “Assumed Liabilities”). Other than the Assumed Liabilitiesaggregate Liabilities incurred by Buyer under this Section 2.3(a)(iii) exceed $1,000,000, Buyer shall not assume have a claim for indemnification pursuant to Section 8.2(e); and (b) neither Buyer nor any liabilities or obligations Affiliate of Seller Buyer shall be deemed a manufacturer of any kindsuch products for any purpose, whether known including under any federal, state or unknown, contingent, matured local laws or otherwise regulations (the “Excluded Liabilities”), which shall include, including but not be limited to the National Traffic and Motor Vehicle Safety Act, the Transportation Recall Enhancement, Acceleration and Documentation (iTREAD) Act and any claim, action, suit, proceeding rules or governmental investigation regulations adopted by the National Highway Traffic Safety Administration); (collectively, iv) Liability relating to claims made by any “Action”) prior to Person that any product manufactured or at the Closing; (ii) (A) sold by 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 Closing breached any warranty provided by such Seller to the Pre-Closing Tax Periodsuch Person in writing, as determined under Section 5.05(b)long as such warranty has been disclosed to Buyer in this Agreement. For the sake of clarity, the Assumed Liabilities do not include any Liability relating to any warranty given by any Seller that has not been properly disclosed to Buyer on Schedule 5.24; and (Cv) any Transfer Taxes, as provided in Section 5.02(c), and (D) any liability product Liability or similar claim for injury to a Person or property by reason of Seller for the Taxes improper performance or malfunctioning of any Person as a transferee product; improper design or successor, by contract, or otherwisemanufacture; (iii) any obligation or liability improper warnings to any Person for any broker’s, finder’s, agent’s or similar fee users of Product (whether in connection with written instructional materials, located on the transactions contemplated by this Agreement product, in marketing literature or otherwise); improper or deficient training of users of the products or other product defects of any products manufactured, assembled or sold (or leased or otherwise used by any Person with the consent of a Seller) by any Seller at any time prior to the Closing Date (in each instance whether such liability arises under theories of negligence, strict liability, bailment and/or otherwise), but only to the extent that the occurrence giving rise to a Liability described in this Section 2.3(a)(v) occurs after Closing. (b) Notwithstanding the foregoing or anything in this Agreement to the contrary, Sellers and the Representative acknowledge that neither Buyer nor any Affiliate of Buyer shall be deemed to be the manufacturer for any purpose (ivincluding under the National Traffic & Motor Vehicle Safety Act and regulations adopted by the National Highway Traffic Safety Administration) of any other liability products developed, manufactured, sold, licensed, certified, or delivered by any Seller Party prior to the Closing Date. (c) For the sake of Sellerclarity, the Assumed Liabilities described in Section 2.3(a)(i) above include only the dollar amount of such Liabilities included in the case calculation of each of (i)-(ivClosing Net Working Capital and do not include, for example, any Liability relating to a claim that any Seller failed to properly pay any compensation or other payable. In addition, all compensation-related Assumed Liabilities described in Section 2.3(a)(i) whether or not disclosedshall be paid by the applicable Seller that is the employer but shall be funded by Buyer.

Limited Assumption of Liabilities. Subject Except for the assumption of Customer Warranties, Buyer does not and shall not assume or be otherwise responsible for any liability of or obligation associated with the Acquired Assets arising from or related to activities which occurred prior to the terms and conditions set forth hereinend of business on the Closing Date, 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 including without limitation: (i) to the extent arising after the Closing (as defined herein)any debts, and (ii) to the extent that such liabilities and obligations do not relate liabilities, obligations, contracts or Taxes with respect 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, period whether known or unknown, contingentcontingent or fixed, matured liquidated or otherwise unliquidated; (ii) litigation to which Seller is a party or subject to, or arising from or related to any litigation relating to any events, occurrences or facts connected to Seller, the Acquired Assets, or Seller's operation of the Acquired Assets, or to which Seller is a party or subject; (iii) claims by employees, former employees or retirees of Seller, including without limitation, those relating to terms or conditions of employment policies, practices, compensation, medical benefits, benefit or welfare plans or any other employment-related obligation; (iv) personal injury, product liability or property damage claims whether arising by negligence, strict liability or otherwise, for any products manufactured, fabricated, made, distributed or sold by Seller, or any Inventory, Other Inventory or Other Raw Materials; (v) any compensation or benefits claims (including, without limitation, pension, profit-sharing or vacation benefits) for services rendered for Seller; or (vi) Seller's compliance with any applicable laws, rules, regulations, ordinances or orders of federal, state or local laws, the conduct of Seller's operations, the Acquired Assets, including, without limitation, all applicable environmental, health and safety matters, except that Seller shall not be liable for FCC compliance testing for the DH30 product except as set forth in the Transition Plan in Schedule 5. (The foregoing are collectively referred to as 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. Subject Purchaser shall not assume any --------------------------------- liabilities of Seller other than Seller's obligations under the Transferred Agreements arising from and after the Closing Date and the Ad Fund Liabilities. Except for such liabilities of Seller as are specifically assumed by Purchaser under the immediately preceding sentence, Purchaser has not assumed or undertaken, and is not assuming or undertaking, to discharge or perform, any obligation or liability of Seller, all of which obligations and liabilities Seller hereby shall fully discharge, pay and/or satisfy in the terms and conditions set forth hereinordinary course. Without limiting the generality of the foregoing, Buyer Purchaser shall assume and agree not be deemed to payhave assumed, perform and discharge nor shall Purchaser assume, any liability based upon or arising out of any tortious or wrongful actions of Seller or any liability for the liabilities and obligations set forth on Schedule 1.03 hereto and all others relating to the Assigned Contracts payment of (i) to any liability or obligation of Seller arising out of or in connection with the extent arising after negotiation and preparation of this Agreement and the Closing (as defined herein)consummation and the performance of the transactions contemplated hereby including, and without limitation, any tax liability so arising; (ii) any liability or obligation of Seller for any foreign, federal, state, county or local taxes, or any interest or penalties thereon, accrued for, applicable to the extent that such liabilities and obligations do not relate to or arising from any breach, default or violation by Seller period ending on or prior to the Closing (collectively, the “Assumed Liabilities”). Other than the Assumed Liabilities, Buyer shall not assume any liabilities or obligations date 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 salary, wage, benefit, bonus, vacation pay, sick leave, insurance, employment tax or similar liability of Seller to any Person for any broker’semployee, finder’sofficer, agent’s director or similar fee (whether in connection with other person or entity allocable to services performed on or prior to the transactions contemplated by this Agreement date hereof; or otherwise); and (iv) any other liability contributions to any pension, employee benefit or profit sharing plan of Seller for the benefit of any of Seller's employees, in the case of each of (i)-(iv) whether officers or not discloseddirectors.