Seller Assumed Liabilities. Seller and Buyer acknowledge and agree that Buyer is unwilling to purchase the Interests unless Seller assumes certain liabilities of the Company prior to or contemporaneously with the Closing. Seller shall execute and deliver an Assumption Agreement in the form of Exhibit 2.2 to be delivered at Closing and pursuant to which Seller shall assume any and all liabilities not identified in Working Capital (as defined in Section 4.3 below), and arising or incurred prior to the Closing Date or based on the operations of the Company or of the Business prior to the Closing Date, including but not limited to the following: (i) all of the Company’s payables for periods prior to the Closing Date (as defined in Section 4.1) excluding, however, all payables that were accounted for in the calculation of Working Capital, (ii) any and all tax obligations arising prior to the Closing Date or related to income allocable to periods prior to the Closing Date, including any deferred Federal and State taxes, (iii) any income tax liability resulting from cancellation or nonpayment of the Intercompany Receivable as described in Section 2.3 below, (iv) obligations arising under any bonus payable to Xxxx Xxxxxxxx or any other employee of Seller or Company as a result of the transfer of the ownership of the Company, (v) obligations under Seller’s Stock Options previously granted to any Company employees, (vi) bonuses earned by Xxxx Xxxxxxxx and Xxxxxxx Xxxxxx or any other employees of the Company for fiscal years ending on or before August 31, 2005, (vii) a pro rata portion, i.e., 28/31sts, of the monthly bonuses for the month of August 2005, earned pursuant to plans identified on Schedule 2.2 (the “August Bonuses”), (viii) workers compensation claims related to periods prior to the Closing Date, (ix) professional liability claims related to periods prior to the Closing Date, (x) group health insurance costs related to periods prior to the Closing Date, (xi) obligations under any of the Contracts (as defined in Section 6.12 below), except to the extent such obligations relate to Buyer’s operation of the Business on or after the Effective Time, (xii) obligations under any Employee Contracts, (xiii) payroll and welfare benefits through the Effective Time for all employees of the Company and for the Schedule 6.20 Employees, (ix) litigation arising out of or related to the operations of the Company or of the Business prior to the Closing Date (collectively, “Seller Assumed Liabilities”)...
Seller Assumed Liabilities. All Contracts listed on Schedule 2.3 and the following accounts payable: Vendor Name Current Amount Xxxxxx & Bird LLP Total $ 416,339.54 American Express Total $ 6,379.06 Bankcard Center Total $ 28,325.10 Xxxxxxx, Xxxxx Total $ 2,500.00 Xxxx Xxxxxx Total $ 647.29 Bouhan, Xxxxxxxx & Xxxx LLP Total $ 7,480.56 Broadridge Total $ 553.41 CCH Total $ 4,975.00 Channel Marketing Group, Inc. Total $ 8,875.00 City of Savannah Total $ 56.88 Corporate Message Services, Inc. Total $ 325.20 Xxxxxx Xxxxx Total $ 35,150.00 enerSave Total $ 117,500.00 ePartners, Inc. Total $ 42,243.39 FCCI Insurance Company Total $ 2,120.54 First City Club Total $ 1,002.55 Xxxxx Xxxxxxx Total $ 276.10 Gauge Interactive Total $ 55.95 GA Department of Revenue Total $ 6,423.73 Xxxx XxXxxx Total $ 2,732.50 Xxxxxxx Xxxxx & Co., LLP Total $ 13,900.25 Xxxxxx Group Total $ 250,120.09 Ikon Financial Services Total $ 1,729.80 Island Stock Transfer Total $ 100.00 Islands Technology, Inc. Total $ 1,021.25 Xxxxx, Xxxxxx X. Total $ 2,971.19 Xxxx Xxxxx Total $ 2,541.36 Xxx X. Xxxx Total $ 1,944.61 Lebrecht Group Total $ 889.50 Xxx Xxxxxxx Total $ 847.57 Xxxxxxx, Xxxxxxx Total $ 2,500.00 NuVox Total $ 456.41 Office Services Total $ 2,186.11 Xxxxx Cash Total $ 192.33 Pitney Xxxxx Total $ 112.32 Quill Corporation Total $ 400.92 Xxx Xxxx Total $ 10,333.96 Sandfly Locksmith, Inc. Total $ 70.00 Skyline Southeast Total $ 20,391.81 Xxxxxx, Inc. Total $ 307.04 Xxxxx Xxxxxx Total $ 1,096.10 Transfer Online, Inc. Total $ 445.00 Xxxxxxxx Xxxxxxx LLP Total $ 25,359.34 Underwriters Laboratories Inc. Total $ 2,100.00 United Marketing and Communications Group Total $ 1,084.00 United States Treasury Total $ 34,638.03 UTEK Corporation Total $ 5,000.00 vSync Total $ 10,400.00 World Energy Engineering Congress Total $ 1,900.00 Grand Total $ 1,079,000.79 Exhibit 2.8 XXXX OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT (See attached) XXXX OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT THIS XXXX OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made as of this ___ day of _______, 2009, by and between PureSpectrum, Inc., a Nevada corporation (the “Seller”) and International Medical Staffing, Inc., a Delaware corporation (the “Buyer”).
Seller Assumed Liabilities. On the terms and subject to the conditions of this Agreement, at the Closing, Seller shall or shall cause one or more of its Affiliates that is not a Purchased Entity to assume, and hereby agrees to or to cause such Affiliate to pay, perform and otherwise discharge fully and timely, all of the Liabilities of the Purchased Entities that would be "Excluded Liabilities" or would not be "Assumed Liabilities" if such Purchased Entity were an Asset Seller (the "SELLER ASSUMED LIABILITIES").
Seller Assumed Liabilities. Notwithstanding any other provision herein to the contrary, Seller shall assume at the Closing all of the following obligations and liabilities of the Company (all such obligations and liabilities of the Company so assumed by Seller are hereinafter collectively referred to as the "Seller-Assumed Liabilities"):
