Common use of Seller’s Liabilities Clause in Contracts

Seller’s Liabilities. Buyer will assume and pay only the following obligations of Seller (collectively, the "Assumed Liabilities"): (i)(a) the current liabilities, (b) indebtedness to NBD Bank, and (c) other accrued liabilities of Seller as of the Closing Date in each case to the extent accrued or reserved on the Seller's balance sheet dated September 30, 1997 (the "Balance Sheet"); and (ii) Seller's obligations under the Assumed Contracts, none of which shall be past due as of September 30, 1997, to the extent arising from and after September 30, 1997. Seller will be fully responsible for any and all obligations to any of Seller's employees or former employees who were employed as of or prior to the Closing Date. Except as provided herein, Seller will also be fully responsible for complying with all federal and state laws relating to employment or labor relations, or any other employment related matters arising out of Seller's operation of the Business as of or prior to the Closing Date. Except for the Assumed Liabilities, all other obligations, claims, liabilities and responsibilities of Seller, known or unknown, accrued, absolute, contingent or otherwise, shall remain and continue to be the obligation, liability and responsibility of Seller, including, without limitation, all obligations, liabilities and responsibilities related to taxes, employees and environmental matters, and in no event whatsoever shall Buyer, or any officer, director, shareholder, employee, representative or agent thereof, have any liability for such obligations, claims, liabilities and responsibilities of Seller. Notwithstanding anything herein to the contrary, the fees to be paid by Seller in accordance with Section 12.05 shall not be considered an Assumed Liability.

Seller’s Liabilities. Buyer will assume and pay only (a) The sole Liabilities of Seller assumed by Purchaser pursuant to this Agreement are the following obligations of Seller (collectively, the "“Assumed Liabilities"): ”): (i)(ai) the current liabilitiesrights and obligations of Seller to perform the Liabilities and obligations of Seller under the Purchased Contracts, but only to the extent that such Liabilities and obligations accrue or are incurred after the Closing Date and are to be performed or continued after the Closing Date; and (bii) indebtedness the rights and obligations of Seller under Seller’s lease for the Seller Premises pursuant to NBD Bankthat certain Lease Agreement dated June 16, 2011 between Icon IPC TX Property Owner Pool 6 West/Southwest, LLC, a Delaware limited liability company (as “Landlord” thereunder) and Seller (as Tenant thereunder), as amended by that certain First Amendment to Lease dated April 4, 2013 and that certain Second Amendment to Lease Agreement dated March 5, 2018, and (c) other accrued liabilities of Seller as further amended in connection with the Closing by that certain Third Amendment to Lease Agreement dated as of the Closing Effective Date in each case between Landlord and Purchaser (as amended, the “Assumed Lease”), but only to the extent accrued or reserved on the Seller's balance sheet dated September 30, 1997 (the "Balance Sheet"); and (ii) Seller's that such obligations under the Assumed Contracts, none of which Lease accrue or are incurred after the Closing Date. In either case the Security Deposit shall be past due returned to Seller. Asset Purchase Agreement Information Management Solutions, L.L.C. and PDS Acquisition, Corp. (b) Except as otherwise specifically provided in Section 2.2(a) above as Assumed Liabilities, Purchaser does not assume or agree to pay, perform or discharge, and shall not be responsible for, any Liabilities, responsibilities or obligations of September 30Seller, 1997whether accrued, to absolute, contingent or otherwise (collectively, the extent “Seller Retained Liabilities”), including, without limitation, Liabilities, responsibilities or obligations based on, arising from and after September 30, 1997. Seller will be fully responsible for any and all obligations to out of or in connection with any of the following: (i) Any Liability or obligation arising out of or relating to defects in products sold or services performed by Seller's employees , breaches of contract, defaults, breaches of warranty, express or former employees who were employed as implied warranties, torts, infringements, claims or lawsuits arising out of or relating to transactions, events, facts and circumstances existing at or prior to the Closing Date. Except as provided herein, Seller will also be fully responsible for complying with all federal and state laws ; (ii) Any Taxes which are attributable or relating to employment the Purchased Assets or labor relations, or any other employment related matters arising out of Seller's operation of the Business as of for any periods ending on or prior to before the Closing Date. Except for , or which may be applicable to Seller because of Seller’s sale of the Acquired Business or any of the Purchased Assets to Purchaser (collectively, the “Tax Obligations”); (iii) Any note payable, account payable, lease payable or other obligation to any Person, other than the Liabilities and obligations under the Assumed Liabilities, all other obligations, claims, liabilities and responsibilities of Lease that accrue or are incurred after the Closing Date; (iv) Any Liability or obligation related to Seller, known ’s current or unknown, accrued, absolute, contingent or otherwise, shall remain and continue to be the obligation, liability and responsibility of Sellerformer employees, including, without limitation, all any wages, salary, severance, vacations, sick leave, or employee benefit cost or other obligations, liabilities any Liability or obligation arising under the Worker Adjustment and responsibilities Retraining Notification Act, as amended (the “WARN Act”) or similar Texas state or local law; (v) Any Liability or obligation arising under or related to taxesany pension, employees and environmental mattersretirement, and in no event whatsoever shall Buyervacation, insurance, option or other form of benefit plan of Seller or relating to Seller’s employees; (vi) Any Liability or obligation related to the Excluded Assets or the Seller Retained Liabilities; (vii) Any Liability or obligation due to any officer, director, shareholder, employee, representative director or agent thereof, have any liability for such obligations, claims, liabilities and responsibilities officer of Seller. Notwithstanding anything herein ; (viii) Any Liability or obligation arising out of or relating to any acquisition by Seller of the business of a Third Party prior to the contraryClosing Date; and (ix) Any other Liability, the fees obligation or commitment not expressly assumed by Purchaser pursuant to be paid by Seller in accordance with Section 12.05 shall not be considered an Assumed Liability.this Agreement. Asset Purchase Agreement Information Management Solutions, L.L.C. and PDS Acquisition, Corp.

Seller’s Liabilities. Buyer will shall not assume any of Sellers' liabilities except (i) obligations for completion of those contracts for the sale of goods which arose in the ordinary course of business of the Operations and pay only were either: (A) identified when this Agreement was executed in Exhibit 4.5; or (B) are identified on the following obligations of Seller Closing Date pursuant to Section 4.5(f) and are acceptable to, or have previously been approved by, Buyer (collectively, the "Assumed LiabilitiesBacklog"); (ii) F&G's monetary obligations with respect to the industrial revenue bond secured by the Real Estate (the "IRB)"): (i)(aiii) Precise's accounts payable other than identified accounts payable retained by Seller incurred and unpaid in the current liabilitiesordinary course of business and which relate to the Operations, together with earned, but unpaid, agent's consultant's or distributor's commissions relating to the Operations (b"Accounts Payable") indebtedness and the earned and unpaid vacation pay through December 31, 1997 of any of Sellers' employees who are employed by Buyer after the Closing ("Vacation Pay") to NBD Bankthe extent, but only to the extent, that the sum of the amount of such assumed Accounts Payable and Vacation Pay plus obligations relating to the IRB is equal to or less than the Purchase Price, as defined in Section 1.4(a) and was deducted under Section 1.4(b) from amounts otherwise payable to Sellers; (iv) obligations under outstanding written quotations, purchase orders, and commissions associated therewith, which are either: (cA) other accrued liabilities of Seller as of identified when this Agreement was executed in Exhibit 4.5; or (B) identified on the Closing Date pursuant to Sections 4.5(d) and 4.5(f) which arose in each case the ordinary course of business of the Operations and are acceptable to the extent accrued or reserved on the Seller's balance sheet dated September 30, 1997 (the "Balance Sheet")Buyer; and (v) registration fees and sales tax on trucks and trailers included in the Assets. Without limiting the generality of Buyer's non-assumption of liabilities, Sellers' retained liabilities ("Sellers' Liabilities") shall include: a. Any costs, liabilities, expenses or obligations of Sellers arising out of, being attributable to or occurring in connection with, the sale herein contemplated (including, but not limited to, any counsel fees, accountant fees, sales taxes, brokers' or finders' fees or liabilities attributable to non-compliance with the Bulk Sales or any similar act, except with respect to the Accounts Payable expressly assumed by Buyer). b. Any federal, state or local taxes imposed by reason of the sale of the Assets pursuant to this Agreement; provided Buyer shall be responsible for the registration fees on trucks and trailers included in the Assets and for sales tax thereon. c. Any federal, state or local taxes of Sellers, whether current or deferred. d. Any costs, expenses, obligations, debts or liabilities (fixed or contingent, known or unknown) incurred by Sellers prior to or after the Closing Date, except for those limited obligations which Buyer has expressly assumed pursuant to the provisions of this Agreement. e. Any liabilities (fixed or contingent, known or unknown) whether for damage to persons or property otherwise arising out of, being attributable to or occurring in connection with the conduct of the Operations including, but not limited to, liabilities arising out of, being attributable to or occurring in connection with (i) products manufactured, distributed or sold by Precise, or services provided by Precise, prior to the Closing Date or claimed defects in or warranty claims respecting the same; (ii) Seller's obligations under the Assumed Contractsany violation of any laws, none rules, regulations and orders (including, without limitation, any zoning, use, pollution, environmental, sanitation, safety or health laws, rules, regulations and orders) occurring or arising out of which shall be past due as any state of September 30, 1997, to the extent arising from and after September 30, 1997. Seller will be fully responsible for any and all obligations to any of Seller's employees or former employees who were employed as of or facts in existence prior to the Closing Date. Except as provided herein; and (iii) with respect to contracts or obligations assumed by Buyer, Seller will also be fully responsible for complying with all federal and state laws relating to employment or labor relationsany liabilities arising from any action when either of Sellers should have acted otherwise, or any other employment related matters arising out improper or negligent action or improper or negligent omission by either of Seller's operation Sellers which materially contributed to such contracts or obligations being breached. f. Any liability or obligation to any present or past employee of the Business as Sellers or any of or prior to the Closing Date. Except for the Assumed Liabilities, all other obligations, claims, liabilities and responsibilities of Seller, known or unknown, accrued, absolute, contingent or otherwise, shall remain and continue to be the obligation, liability and responsibility of SellerSellers' predecessors, including, without limitation, all obligationsany accrued vacation or sick leave pay, liabilities and responsibilities related severance pay, unreimbursed employee expense or liability or obligation under any employee benefit plan subject to taxes"ERISA" which was or is established or maintained by Sellers, employees and environmental matters, and in no event whatsoever shall Buyer, any former or existing subsidiary of Seller or any officer, director, shareholder, employee, representative member of the "Controlled Group" (as defined in Section 1563 of the Internal Revenue Code) of which Sellers or agent thereof, any such subsidiary are or have any liability for such obligations, claims, liabilities and responsibilities of Seller. Notwithstanding anything herein to the contrary, the fees to be paid by Seller in accordance with Section 12.05 shall not be considered an Assumed Liabilitybeen a member.