Common use of SPECIFIED CONTRACTUAL LIABILITIES Clause in Contracts

SPECIFIED CONTRACTUAL LIABILITIES. Specified Contractual Liabilities" shall mean the obligations of the Seller under the Assumed Contracts, but only to the extent such obligations (a) arise after the Closing Date, (b) do not arise from or relate to any breach by, or on behalf of, the Seller of any provision of any of such contracts, (c) do not arise from or relate to any event, circumstance or condition occurring or existing on or prior to the Closing Date that, with notice or lapse of time, would constitute or result in a breach of, any of such contracts, and (d) are ascertainable (in nature and amount) solely by reference to the express terms of such contracts; provided, however that notwithstanding anything contained herein or in the Agreement, the "Specified Contractual Liabilities" shall not include and Purchaser shall not be required to assume or to perform or discharge, except if and to the extent the same shall have been prorated as part of the Closing in favor of Purchaser or except as may otherwise be expressly provided in the Agreement:

SPECIFIED CONTRACTUAL LIABILITIES. Specified Contractual Liabilities" shall mean the obligations of the Seller Company under the Assumed Contracts, but only to the extent such obligations notwithstanding anything in the Transactional Agreements to the contrary (a) arise after the Closing Date, (b) do not arise from or relate to any breach by, or on behalf of, the Seller Company of any provision of any of such contracts, (c) do not arise from or relate to any event, circumstance or condition occurring or existing on or prior to the Closing Date that, with notice or lapse of time, would constitute or result in a breach of, of any of such contracts, and (d) are ascertainable (in nature and amount) solely by reference to the express terms of such contractscontacts; provided, however however, that notwithstanding anything contained herein or in the Agreement, the "Specified Contractual Liabilities" shall not include and Purchaser shall not be required to assume or to perform or discharge, except if and to the extent the same shall have been prorated as part of the Closing in favor of Purchaser or except as may otherwise be expressly provided in the Agreement: