Common use of No Assumed Liabilities Clause in Contracts

No Assumed Liabilities. (i) Seller acknowledges and agrees that Buyer does not hereunder assume or agree to pay, satisfy, discharge or perform, and shall not be deemed by virtue of the execution and delivery of this Agreement, or of any instrument, paper or document delivered by it pursuant to this Agreement, or as a result of the consummation of the transactions contemplated by this Agreement, to have assumed, or to have agreed to pay, satisfy, discharge or perform, any liability, obligation or indebtedness of Seller (whether absolute, accrued, or contingent, whether filed or asserted prior to or after the Closing Date and whether arising out of or in any way connected with the Assets or the business of Seller or otherwise) all of which Seller agrees to pay, satisfy, discharge and perform at or prior to Closing (except as may otherwise be agreed upon by the Parties in writing). Without limitation of the foregoing, the following liabilities shall not be assumed by Buyer: (A) any obligation or liability of Seller to perform this Agreement or relating to the breach of any representation or warranty made by Seller hereunder; (B) any obligation or liability of Seller for accounts payable of Seller, expenses, taxes, commissions, fees and charges incident to the preparation of this Agreement or the consummation of the transactions contemplated hereby; (C) any obligation or liability of Seller that was incurred by Seller on or before the Closing Date which, with respect to any Federal, state or local income, employment, franchise or similar taxes relating to Seller's business as conducted prior to the Closing Date or Seller's liabilities for payment of pension, hospitalization, major medical, disability and life insurance benefits to its employees; (D) any liability of Seller to its stockholders or to its creditors, including with respect to trade creditors, equipment leases, property leases or other accounts payable; (E) any liability of Seller with respect to its capital stock or other securities of Seller or any warrants, options or rights to purchase its capital stock or securities; (F) any liability claimed as a result of any product manufactured, sold or distributed by Seller, or any liability for death, personal injuries (including libel), property damages or consequential damages relating to any act or omission alleged to have been taken by Seller prior to the Closing Date; (G) any liability for product recalls required by governmental order, and warranty claims based solely upon Seller’s negligence: (H) any liability or obligation under any agreement being assumed by Buyer hereunder resulting from any breach or failure to perform or any alleged breach or failure to perform prior to the Closing Date or any liability for non-performance with respect to any agreement which cannot be timely performed after the Closing Date; (I) any liability or obligation under any lease or other contract entered into by Seller, whether current or in the past, that exists now or at the Closing or that arises after the Closing with respect to matters occurring at or prior to the Closing or thereafter as same relates to the Premises and asserted zoning violations; (J) any liability to the Pension Benefit Guaranty Corporation or any similar organization, whether arising out of the employment by Seller of any employees or former employees, the transactions contemplated by this Agreement or otherwise, that exists now or at the Closing or that arises after the Closing with respect to matters occurring at or prior to the Closing; (K) any liability under any law ordinance, rule or regulation including, without limitation, antitrust, civil rights, health, safety, labor, discrimination and environmental laws, ordinances, rules and regulations, that exists now or at the Closing or that arises after the Closing with respect to matters occurring at or prior to the Closing; (L) any liability arising out of or based upon any action, suit, claim, investigation, consent decree, review or proceeding, at law or in equity or before any Federal, state, municipal or other governmental department, commission, board, bureau, agency or other instrumentality, that exists now or at the Closing or that arises after the Closing with respect to matters occurring at or prior to the Closing; (M) any liability under any Compensation Commitment or any liability in connection with the layoff, termination or other action or inaction prior to the Closing, affecting Seller's employees resulting from or connected with the transaction contemplated by this Agreement, including, but not limited to, claims arising out of or related to Seller's obligations under the Labor Management Relations Act, as amended, Title VII of the Civil Rights Act of 1964, as amended, all state fair employment practice laws, ERISA, COBRA, any collective bargaining agreement to which Seller is a party, and any individual or other collective contracts of employment; (N) any liability known or unknown not expressly assumed by Buyer hereunder (Buyer assumes all liabilities which arise from actions or inactions of Buyer after the date of closing); (ii) any instruments, papers and documents which shall be executed and delivered by Buyer in connection with the assumption of the Assumed Liabilities shall contain express and specific provisions to the effect that in respect of any Assumed Liabilities: (A) Buyer, in good faith, shall have the right to resist, contest, defend against, litigate, compromise and/or otherwise dispose of any and all Assumed Liabilities to such extent and in such manner as Buyer, in its sole discretion shall deem desirable, advisable and for its best interests, and Buyer shall be deemed to have performed its obligations under and pursuant to such instruments, papers and documents notwithstanding such resistance, contest, defense against, litigation, compromise or other disposition, so long as, and to the extent that, Seller shall not be required to pay, satisfy, discharge or perform any of the Assumed Liabilities or defend therefor; and (B) Nothing in any such instrument, paper or document, or in this Agreement, contained is intended to be construed, or shall be construed, as enlarging or extending in any manner, or to any extent, the period of limitations prescribed by any statute of limitations applicable to any of the Assumed Liabilities, or as enlarging or extending to any extent, or in any manner whatsoever, the rights which any owner, holder or obligee of any of the Assumed Liabilities has had, now has, or hereafter can, shall or may have in respect thereto against Seller, or as rendering valid, or enforceable, against Buyer any of the Assumed Liabilities which, for any reason whatsoever, would not have been valid and enforceable, against Seller and that any of the Assumed Liabilities which would have been valid or enforceable, against Seller only partially, conditionally, contingently or to a limited extent, or in a limited manner, shall be valid and enforceable against Buyer to no greater extent, and in no different manner, than the Assumed Liabilities would have been valid and enforceable against Seller.

No Assumed Liabilities. (a) At Closing, Buyer shall assume only the following liabilities of Seller: (i) Seller acknowledges and agrees that Buyer does not hereunder assume or agree to pay, satisfy, discharge or perform, and shall not be deemed by virtue liabilities arising out of the execution conduct of the CATV Operations and delivery the ownership of this Agreement, or of any instrument, paper or document delivered by it the Sale Assets from and after the Closing Date; (ii) liabilities arising pursuant to this Agreement, or as a result any of the consummation of CATV Franchises or the transactions contemplated by this AgreementContracts with respect to the period from and after the Closing Date; and (iii) liabilities for Subscriber prepayments, credit balances and deposits for which Buyer received a credit against the Purchase Price pursuant to have assumed, or to have agreed to pay, satisfy, discharge or perform, Section 2.03(a)(ii)(A) hereof. (b) Buyer is not assuming any liability, obligation or indebtedness debt of Seller or the CATV Operations except as set forth in 2.05(a) above. Without limiting the generality of the foregoing, Buyer is not assuming any obligations or liability (whether absolutei) to any of Seller's employees for sick or vacation pay or other benefits, accrued(ii) under any employee benefit plan, (iii) with respect to any pending or contingentthreatened litigations or claims or (iv) for rate refunds, whether filed rollbacks or asserted credits with respect to the CATV Operations prior to the Closing. (c) Seller acknowledges that Buyer has no obligation to hire any of Seller's employees at or after the Closing Date and whether arising out but that Buyer may, in its discretion, determine to offer employment to any of Seller's employees or in any way connected with the Assets or the business employees of any Affiliate of Seller or otherwise) all of which Seller agrees to pay, satisfy, discharge and who primarily perform at or prior to Closing (except as may otherwise be agreed upon by the Parties in writing). Without limitation of the foregoing, the following liabilities shall not be assumed by Buyer: (A) any obligation or liability of Seller to perform this Agreement or services relating to the breach of CATV Operations. Should Buyer hire any representation or warranty made by Seller hereunder; (B) any obligation or liability of Seller for accounts payable of Sellersuch employees, expenses, taxes, commissions, fees and charges incident to the preparation of this Agreement or the consummation of the transactions contemplated hereby; (C) any obligation or liability of Seller that was incurred by Seller on or before the Closing Date which, with respect to any Federal, state or local income, employment, franchise or similar taxes relating to Seller's business as conducted prior to the Closing Date or Seller's liabilities for payment of pension, hospitalization, major medical, disability and life insurance benefits to its employees; (D) any liability of Seller to its stockholders or to its creditors, including with respect to trade creditors, equipment leases, property leases or other accounts payable; (E) any liability of Seller with respect to its capital stock or other securities of Seller or any warrants, options or rights to purchase its capital stock or securities; (F) any liability claimed as a result of any product manufactured, sold or distributed by Seller, or any liability Affiliate shall be responsible for death, personal injuries all compensation and benefits (including libel)without limitation salary, property damages bonus, accrued vacation time or consequential damages relating to any act or omission alleged to have been taken by Seller sick pay) prior to the Closing Date; (G) any liability for product recalls required by governmental order, and warranty claims based solely upon Seller’s negligence: (H) any liability or obligation under any agreement being assumed by Buyer hereunder resulting from any breach or failure to perform or any alleged breach or failure to perform prior to the Closing Date or any liability for non-performance with respect to any agreement which cannot be timely performed after the Closing Date; (I) any liability or obligation under any lease or other contract entered into by Seller, whether current or in the past, that exists now or at the Closing or that arises after the Closing with respect to matters occurring at or prior to the Closing or thereafter as same relates to the Premises and asserted zoning violations; (J) any liability to the Pension Benefit Guaranty Corporation or any similar organization, whether arising out of the employment by . Seller of any employees or former employees, the transactions contemplated by this Agreement or otherwise, that exists now or at the Closing or that arises after the Closing with respect to matters occurring at or prior to the Closing; (K) any liability under any law ordinance, rule or regulation including, without limitation, antitrust, civil rights, health, safety, labor, discrimination and environmental laws, ordinances, rules and regulations, that exists now or at the Closing or that arises after the Closing with respect to matters occurring at or prior to the Closing; (L) any liability arising out of or based upon any action, suit, claim, investigation, consent decree, review or proceeding, at law or in equity or before any Federal, state, municipal or other governmental department, commission, board, bureau, agency or other instrumentality, that exists now or at the Closing or that arises after the Closing with respect to matters occurring at or prior to the Closing; (M) any liability under any Compensation Commitment or any liability in connection with the layoff, termination or other action or inaction prior to the Closing, affecting Seller's employees resulting from or connected with the transaction contemplated by this Agreement, including, but not limited to, claims arising out of or related to Seller's obligations under the Labor Management Relations Act, as amended, Title VII of the Civil Rights Act of 1964, as amended, all state fair employment practice laws, ERISA, COBRA, any collective bargaining agreement to which Seller is a party, and any individual or other collective contracts of employment; (N) any liability known or unknown not expressly assumed by Buyer hereunder (Buyer assumes all liabilities which arise from actions or inactions of Buyer after the date of closing); (ii) any instruments, papers and documents which shall be executed and delivered by Buyer in connection with the assumption of the Assumed Liabilities shall contain express and specific provisions to the effect that in respect of any Assumed Liabilities: (A) Buyer, in good faith, shall have the right to resist, contest, defend against, litigate, compromise and/or otherwise dispose of any and all Assumed Liabilities to such extent and in such manner as Buyer, in its sole discretion shall deem desirable, advisable and for its best interests, and Buyer shall be deemed to have performed its obligations under and pursuant to such instruments, papers and documents notwithstanding such resistance, contest, defense against, litigation, compromise or other disposition, so long as, and (to the extent thatBuyer is so required) shall comply with notification requirements, Seller shall not be required to payif any, satisfy, discharge or perform any of under the Assumed Liabilities or defend therefor; and (B) Nothing in any such instrument, paper or document, or in this Agreement, contained is intended to be construed, or shall be construed, as enlarging or extending in any manner, or to any extent, the period of limitations prescribed by any statute of limitations applicable to any of the Assumed Liabilities, or as enlarging or extending to any extent, or in any manner whatsoever, the rights which any owner, holder or obligee of any of the Assumed Liabilities has had, now has, or hereafter can, shall or may have in respect thereto against Seller, or as rendering valid, or enforceable, against Buyer any of the Assumed Liabilities which, for any reason whatsoever, would not have been valid Federal Worker Adjustment and enforceable, against Seller and that any of the Assumed Liabilities which would have been valid or enforceable, against Seller only partially, conditionally, contingently or to a limited extent, or in a limited manner, shall be valid and enforceable against Buyer to no greater extent, and in no different manner, than the Assumed Liabilities would have been valid and enforceable against SellerRetraining Notification Act.

No Assumed Liabilities. The only liabilities of the Seller Parties that Purchaser shall assume are (i) Seller acknowledges and agrees that Buyer does not hereunder assume or agree certain debt owed by IHWCC to pay, satisfy, discharge or perform, and shall not be deemed by virtue of the execution and delivery of this Agreement, or of any instrument, paper or document delivered by it Xxx/West Properties pursuant to this Agreementthe long-term note set forth on Exhibit A attached hereto and incorporated by reference, or as in the principal amount of not more than Six Hundred Sixty-Three Thousand Dollars ($663,000), which debt Purchaser shall pay at the Closing (the “IHWCC Debt”), (ii) secured and unsecured property taxes not yet assessed and payable for the Real Property and Assets on a result of the consummation of the transactions contemplated by this Agreement, to have assumed, or to have agreed to pay, satisfy, discharge or perform, any liability, obligation or indebtedness of Seller (whether absolute, accrued, or contingent, whether filed or asserted prior to or pro-rated basis commencing after the Closing Date Date, and whether arising out of or in any way connected with the Assets or the business of Seller or otherwise(iii) all of which Seller agrees to pay, satisfy, discharge liabilities and perform at or prior to Closing (except as may otherwise be agreed upon by the Parties in writing). Without limitation obligations of the foregoingSeller Parties first arising after the Closing under the Contracts or with respect to the Assets. Except as set forth in the preceding sentence, the following liabilities Purchaser shall not assume or be assumed by Buyer: (A) liable for any obligation or liability of the Seller to perform this Agreement or relating to the breach Parties, of any representation kind or warranty made by Seller hereundernature, known, unknown, contingent or otherwise (collectively, the “Excluded Liabilities ”), including without limitation: (a) any liabilities arising from the Excluded Assets; (Bb) any obligation or liability of Seller for accounts payable of Sellerliabilities arising from the Xxxxxxxx Sale, expensesincluding, taxes, commissions, fees and charges incident to the preparation of this Agreement or the consummation of the transactions contemplated hereby; (C) any obligation or liability of Seller that was incurred by Seller on or before the Closing Date whichwithout limitation, with respect to any Federal, state representations and warranties made by IHWCC or local income, employment, franchise or similar taxes relating the Water Companies in connection with the Xxxxxxxx Sale and any obligations of IHWCC and any of the Water Companies to Seller's business as conducted prior indemnify Xxxxxxxx from all hazardous substances affecting the property sold to the Closing Date or Seller's liabilities for payment of pension, hospitalization, major medical, disability and life insurance benefits to its employeesXxxxxxxx; (Dc) any liability liabilities arising from any obligation of Seller West Riverside to its stockholders or to its creditors, including with respect to trade creditors, equipment leases, property leases or other accounts payable; indemnify any Person (Edefined in Section 2.1(c)) for any liability of Seller with respect to its capital stock or other securities of Seller or any warrants, options or rights to purchase its capital stock or securities; (F) any liability claimed as a result of any product manufactured, sold or distributed construction performed by Seller, or any liability for death, personal injuries (including libel), property damages or consequential damages relating to any act or omission alleged to have been taken by Seller it prior to the Closing Date; (Gd) any liability of the Seller Parties incurred in connection with this Agreement and the transactions provided for product recalls required by governmental orderherein, including brokerage, accounting and counsel fees, transfer and other taxes, and warranty claims based solely upon Seller’s negligence:expenses pertaining to its liquidation or the performance by any of the Seller Parties of its obligations hereunder; (He) any liability or obligation of any of the Seller Parties arising out of any contract or agreement, other than the liabilities or obligations first arising out of the Contracts after the Closing; (f) any obligations to any former or present employees or independent contractors of any of the Seller Parties or the Water Company, including without limitation, any obligations arising under any agreement being assumed employee program; (g) any litigation, proceeding, claim by Buyer hereunder resulting from any breach Person or failure other obligation of any of the Seller Parties relating to perform the Business or any alleged breach or failure otherwise relating to perform the Assets prior to the Closing Date Date, whether or any liability for non-performance with respect to any agreement which cannot be timely performed such litigation, proceeding, claim or obligation is pending, threatened, or asserted before, on, or after the Closing Date; (Ih) any liability or obligation under of any lease or other contract entered into by Sellerof the Seller Parties for taxes, whether current relating to periods before or in the past, that exists now or at the Closing or that arises after the Closing Date; (i) all accounts payable in connection with respect to matters occurring at purchases made or services received by any of the Seller Parties on or prior to the Closing or thereafter as same relates to the Premises and asserted zoning violations;Date; and (Jj) any liability to the Pension Benefit Guaranty Corporation or obligations of any similar organization, whether arising out of the employment by Seller Parties, and any obligations of any employees or former employees, the transactions contemplated by this Agreement or otherwise, that exists now or at the Closing or that arises after the Closing with respect to matters occurring at or Water Companies arising prior to the Closing; (K) any liability , under any law ordinancelaw, rule or regulation including, without limitation, including but not limited to antitrust, civil rights, health, safety, labor, discrimination and environmental laws, ordinances, rules and regulations, that exists now or at the Closing or that arises after the Closing with respect to matters occurring at or prior to the Closing; (L) any liability arising out of or based upon any action, suit, claim, investigation, consent decree, review or proceeding, at law or in equity or before any Federal, state, municipal or other governmental department, commission, board, bureau, agency or other instrumentality, that exists now or at the Closing or that arises after the Closing with respect to matters occurring at or prior to the Closing; (M) any liability under any Compensation Commitment or any liability in connection with the layoff, termination or other action or inaction prior to the Closing, affecting Seller's employees resulting from or connected with the transaction contemplated by this Agreement, including, but not limited to, claims arising out of or related to Seller's obligations under the Labor Management Relations Act, as amended, Title VII of the Civil Rights Act of 1964, as amended, all state fair employment practice laws, ERISA, COBRA, any collective bargaining agreement to which . The Seller is a partyParties shall be solely responsible for, and any individual or other collective contracts of employment; (N) any liability known or unknown not expressly assumed by Buyer hereunder (Buyer assumes all liabilities which arise from actions or inactions of Buyer after the date of closing); (ii) any instrumentsagree to pay, papers and documents which shall be executed and delivered by Buyer in connection with the assumption of the Assumed Liabilities shall contain express and specific provisions to the effect that in respect of any Assumed Liabilities: (A) Buyer, in good faith, shall have the right to resist, contest, defend against, litigate, compromise and/or otherwise dispose of any and all Assumed Excluded Liabilities to such extent as and in such manner as Buyer, in its sole discretion shall deem desirable, advisable and for its best interests, and Buyer shall be deemed to have performed its obligations under and pursuant to such instruments, papers and documents notwithstanding such resistance, contest, defense against, litigation, compromise or other disposition, so long as, and to the extent that, Seller shall not be required to pay, satisfy, discharge or perform any of the Assumed Liabilities or defend therefor; and (B) Nothing in any such instrument, paper or document, or in this Agreement, contained is intended to be construed, or shall be construed, as enlarging or extending in any manner, or to any extent, the period of limitations prescribed by any statute of limitations applicable to any of the Assumed Liabilities, or as enlarging or extending to any extent, or in any manner whatsoever, the rights which any owner, holder or obligee of any of the Assumed Liabilities has had, now has, or hereafter can, shall or may have in respect thereto against Seller, or as rendering valid, or enforceable, against Buyer any of the Assumed Liabilities which, for any reason whatsoever, would not have been valid and enforceable, against Seller and that any of the Assumed Liabilities which would have been valid or enforceable, against Seller only partially, conditionally, contingently or to a limited extent, or in a limited manner, shall be valid and enforceable against Buyer to no greater extent, and in no different manner, than the Assumed Liabilities would have been valid and enforceable against Sellerwhen they become due.

No Assumed Liabilities. (a) Subject to Section 1.3(b), the Purchaser shall not assume any liabilities of the Seller whatsoever, whether relating to the Assets, the Acquired Business or otherwise, including: (i) Seller acknowledges and agrees that Buyer does not hereunder assume or agree to pay, satisfy, discharge or perform, and shall not be deemed by virtue any Liability of the execution and delivery of this Agreement, or of any instrument, paper or document delivered by it pursuant to this Agreement, or as a result of the consummation of the transactions contemplated by this Agreement, to have assumed, or to have agreed to pay, satisfy, discharge or perform, any liability, obligation or indebtedness of Seller (whether absolute, accrued, or contingent, whether filed or asserted prior to or after the Closing Date and whether arising out of or in any way connected with the Assets or the business of Seller or otherwise) all of which Seller agrees to pay, satisfy, discharge and perform at or prior to Closing (except as may otherwise be agreed upon by the Parties in writing). Without limitation of the foregoing, the following liabilities shall not be assumed by Buyer: (A) any obligation or liability of Seller to perform this Agreement or relating to the breach execution, delivery or performance of any representation or warranty made by Seller hereunder; (B) any obligation or liability of Seller for accounts payable of Seller, expenses, taxes, commissions, fees and charges incident to the preparation of this Agreement or the consummation of the transactions contemplated hereby; (C) any obligation or liability of Seller that was incurred by Seller on or before the Closing Date which, with respect to any Federal, state or local income, employment, franchise or similar taxes relating to Seller's business as conducted prior to the Closing Date or Seller's liabilities for payment of pension, hospitalization, major medical, disability and life insurance benefits to its employees; (D) any liability of Seller to its stockholders or to its creditors, including with respect to trade creditors, equipment leases, property leases or other accounts payable; (E) any liability of Seller with respect to its capital stock or other securities of Seller or any warrants, options or rights to purchase its capital stock or securities; (F) any liability claimed as a result of any product manufactured, sold or distributed by Seller, or any liability for death, personal injuries (including libel), property damages or consequential damages relating to any act or omission alleged to have been taken by Seller prior to the Closing Date; (G) any liability for product recalls required by governmental order, and warranty claims based solely upon Seller’s negligence: (H) any liability or obligation under any agreement being assumed by Buyer hereunder resulting from any breach or failure to perform or any alleged breach or failure to perform prior to the Closing Date or any liability for non-performance with respect to any agreement which cannot be timely performed after the Closing Date; (I) any liability or obligation under any lease or other contract entered into by Seller, whether current or in the past, that exists now or at the Closing or that arises after the Closing with respect to matters occurring at or prior to the Closing or thereafter as same relates to the Premises and asserted zoning violations; (J) any liability to the Pension Benefit Guaranty Corporation or any similar organization, whether arising out of the employment by Seller of any employees or former employees, the transactions contemplated by this Agreement or otherwise, that exists now or at the Closing or that arises after the Closing with respect to matters occurring at or prior to the Closing; (K) any liability under any law ordinance, rule or regulation including, without limitation, antitrust, civil rights, health, safety, labor, discrimination and environmental laws, ordinances, rules and regulations, that exists now or at the Closing or that arises after the Closing with respect to matters occurring at or prior to the Closing; (L) any liability arising out of or based upon any action, suit, claim, investigation, consent decree, review or proceeding, at law or in equity or before any Federal, state, municipal or other governmental department, commission, board, bureau, agency or other instrumentality, that exists now or at the Closing or that arises after the Closing with respect to matters occurring at or prior to the Closing; (M) any liability under any Compensation Commitment or any liability in connection with the layoff, termination or other action or inaction prior to the Closing, affecting Seller's employees resulting from or connected with the transaction contemplated by this Agreement, including, but not limited to, claims arising out of or related to Seller's obligations under the Labor Management Relations Act, as amended, Title VII of the Civil Rights Act of 1964, as amended, all state fair employment practice laws, ERISA, COBRA, any collective bargaining agreement to which Seller is a party, and any individual or other collective contracts of employment; (N) any liability known or unknown not expressly assumed by Buyer hereunder (Buyer assumes all liabilities which arise from actions or inactions of Buyer after the date of closing)Transactional Agreements; (ii) any instrumentsLiability of the Seller for any fees, papers and documents which costs or expenses of the type referred to in Section 12.2, except as set forth in Section 12.2; (iii) any Liability of the Seller arising from or relating to (x) any services performed by the Seller for any customer, or (y) any claim or Proceeding against the Seller; (iv) any Liability of the Seller for the payment of any Tax, other than as specified in Section 1.3(b)(iii); (v) any Liability of the Seller to any employee or former employee of the Seller under or with respect to any Seller Employee Benefit Plan, workers compensation claims, COBRA benefits or under the WARN Act, or for any wages, salary, accrued bonus, severance pay, paid time off, accrued vacation pay or accrued sick pay or any other sums due to any employee or former employee; (vi) any Liability of the Seller to any shareholder or any other Related Party; (vii) any Liability under any Specified Contract other than the Assumed Contracts; or (viii) any Liability of the Seller for any accounts payable. (b) Notwithstanding Section 1.3(a) the following liabilities (the "ASSUMED LIABILITIES") shall be executed and delivered assumed by Buyer in connection with the assumption of the Assumed Liabilities shall contain express and specific provisions to the effect that in respect of any Assumed LiabilitiesPurchaser: (Ai) Buyer, in good faith, shall have the right to resist, contest, defend against, litigate, compromise and/or otherwise dispose of any and all Assumed Liabilities to such extent and in such manner as Buyer, in its sole discretion shall deem desirable, advisable and for its best interestswarranty obligations contained in, and Buyer shall be deemed specifically ascertainable by reference to have performed its the terms of, each Customer Contract that is also an Assumed Contract; (ii) the warranty obligations under contained in, and specifically ascertainable by reference to the terms of, each Contract listed on SCHEDULE 6; (iii) the tax obligations set forth in Section 1.4 below; (iv) subject to (b)(i), (b)(ii), (b)(v) and (b)(vi), pursuant to such instrumentsthe Assignment Agreement, papers at and documents notwithstanding such resistancefollowing the Closing the Purchaser will become obligated to perform the obligations of the Seller under the Assumed Contracts, contest, defense against, litigation, compromise or other disposition, so long as, and but only to the extent that, Seller shall not such obligations: (A) which are to be required to pay, satisfy, discharge or perform any of performed after the Assumed Liabilities or defend thereforClosing Date; and (B) Nothing in any such instrument, paper do not arise from or document, or in this Agreement, contained is intended to be construed, or shall be construed, as enlarging or extending in any manner, or relate to any extent, Breach by the period Seller of limitations prescribed by any statute of limitations applicable to any of the Assumed Liabilities, or as enlarging or extending to any extent, or in any manner whatsoever, the rights which any owner, holder or obligee provision of any of the Assumed Liabilities has hadContracts; (C) do not arise from or relate to any event, now hascircumstance or condition occurring or existing on or prior to the Closing Date that, with notice or hereafter canlapse of time, shall would constitute or may have result in respect thereto against Seller, or as rendering valid, or enforceable, against Buyer a Breach of any of the Assumed Liabilities which, for any reason whatsoever, would not have been valid Contracts; and enforceable, against Seller (D) are ascertainable (in nature and that any amount) solely by reference to the express terms of the Assumed Liabilities which would have been valid or enforceableContracts; (v) the obligation to ship products listed on SCHEDULE 7 (as such schedule may be amended by mutual agreement of the Parties), against Seller only partially, conditionally, contingently or except to the extent any such obligation is pursuant to a limited extent, or in a limited manner, shall be valid and enforceable against Buyer to no greater extent, and in no different manner, than Customer Contract that is not an Assumed Contract; and (vi) the Assumed Liabilities would have been valid and enforceable against Sellerpayment of the fees listed on SCHEDULE 8.