Assumed Liabilities

Assumed Liabilities. Shall mean the Liabilities of the Seller described in Exhibit A to this Agreement.

Assumed Liabilities. Shall mean all obligations and liabilities of Seller pursuant to the terms of any Assumed Contract and the accounts payable listed on Exhibit B.

Assumed Liabilities. Shall have the meaning specified in paragraph 3(b).

Assumed Liabilities. Means all Liabilities arising out of or relating to (i) the Acquired Assets, (ii) the conduct or operation of the Business, or (iii) the failure to deliver any notices or obtain any consents with respect to the Acquired Assets.

Assumed Liabilities. Means (a) only those current liabilities of Seller which have arisen after the Most Recent Fiscal Year End in the Ordinary Course of the CR Business (but not including any Liability resulting from, arising out of, relating to, in the nature of, or caused by any breach of contract, breach of warranty, tort, infringement, violation of law, or environmental matter, including without limitation those arising under Environmental, Health, and Safety Requirements), (b) all obligations of Seller under... the agreements and contracts, referred to in the definition of Assumed Contracts to furnish goods and services, and other non-Cash benefits to customers after the Closing. For purposes of this definition, current liabilities shall include accounts payable only to the extent that on the Closing Date the term for payment offered by each respective vendor in the ordinary course of business before delinquency and without interest or carrying charges has not expired. Notwithstanding anything to the contrary contained in the immediately preceding two sentences, Assumed Liabilities specifically shall not include the following: accounting fees, expert fees, attorneys fees or other costs or expenses incurred in connection with the negotiation of this Agreement or in connection with the general administration of the Seller or of Bankruptcy Proceeding rather than in connection with the specific operation of the CR business, obligations under capitalized leases (including obligations under leases of tangible personal property that nevertheless constitute part of the Acquired Assets), indebtedness for borrowed money, guaranties of indebtedness, employment contracts, Taxes, insurance policies, deferred compensation, obligations, earn-outs, or related party obligations, nor any interest, penalties or premiums accrued thereon or any other liability whatsoever. Buyer and Seller shall meet and confer approximately 3 business days prior to the Closing Date to examine and designate those accounts payable which fall within this definition, including those which Seller believes in good faith to be current but which on their face do not appear to be current within the terms of this definition ("questioned accounts"). Any dispute with respect to such an account shall be resolved by a neutral certified public accountant jointly appointed by Buyer and Seller. -2- View More

Assumed Liabilities. Means all liabilities relating to "Deferred Income" of LifeLine as set forth in the Financial Statements and the accrued vacation liabilities referred to in Section 5(f) above; provided, however, that the Assumed Liabilities shall not include (x) any liability of LifeLine for unpaid taxes (with respect to LifeLine or otherwise) for periods prior to the Closing, (ii) any liability of Neoforma or LifeLine for any Income Taxes arising because LifeLine is transferring the Acquired Assets, or (iii)... any liability or obligation of LifeLine under this Agreement (or under any side agreement between LifeLine on the one hand and MDSI on the other hand entered into on or after the date of this Agreement) or (y) any other liability of any kind or type of Neoforma or LifeLine. View More

Assumed Liabilities. Seller's obligations and liabilities under the Contracts arising on and after the Closing Date, all of which are assumed by Buyer at Closing pursuant to the Assignment and Assumption Agreement, and no others. For the avoidance of doubt, the Assumed Liabilities shall not include any liability or obligation under the Contracts with respect to claims for acts or omissions occurring prior to the Closing Date, whether such claims are asserted before or after the Closing Date.

Assumed Liabilities. Means: (i) any and all liabilities and obligations arising under, pursuant to, or in connection with the Contracts from and after the Closing Date and/or otherwise required to be performed with respect to the Purchased Assets on or after the Closing Date, (ii) all post-Petition Date liabilities that are Current Liabilities, (iii) all pre-Petition Date Claims that are set forth on Schedule E, (iv) any required COBRA continuation coverage to... "M&A Qualified Beneficiaries" (as defined in Treasury Regulation Section 54.4980B-9, Q/A-4) resulting from the sale of the Business regardless of whether the Buyer is or becomes a "successor employer" (as defined in Treasury Regulation Section 54.4980B-9 (Q/A-8(c)), and (v) all other liabilities and obligations to be assumed by Buyer pursuant to this Agreement. View More

Assumed Liabilities. Means Accounts Payable and all obligations of Seller with respect to Business Contracts and Licenses, in each case, arising and to be performed on or after the Closing Date (i.e., excluding any such obligations arising before the Closing Date). Notwithstanding the foregoing, the Assumed Liabilities shall not include (i) any Liability of Seller arising from the operation of the Business on or prior to the Closing Date other than Accounts Payable, (ii) for income, transfer, sales, use, and other... Taxes arising in connection with the consummation of the transactions contemplated hereby (including any income Taxes arising because Seller is transferring the Acquired Assets but excluding the Buyer's portion of the Real Property Transfer Tax to be paid according to Section 2.7 below), (iii) any Liability of Seller for costs and expenses incurred in connection with this Agreement or the consummation of the transactions contemplated hereby, (iv) any Liability or obligation of Seller under this Agreement, or (v) any liability associated with an Employee Benefit Plan. View More

Assumed Liabilities. Means the liabilities and obligations of Seller set forth in Schedule B attached hereto and incorporated by this reference.