ASSUMPTION OF LIABILITIES. Subject to the terms and conditions set forth in this Agreement and the Lease, effective as of the Closing, Purchaser shall assume, pay and discharge all claims, liabilities or obligations of any kind, fixed or contingent, known or unknown, relating to or arising in connection with the use, non-use, and ownership of the Properties, to the extent such claims, liabilities and obligations accrue with respect to, and are attributable to, facts or circumstances first occurring during the period from and after 12:01 a.m. on the Closing Date. Subject to the terms and conditions set forth in this Agreement and the Lease, Purchaser will (and will cause its assignees and successors to) fully and promptly perform all of the obligations of Sellers assumed by Purchaser pursuant to this Agreement accruing and attributable to the period from and after 12:01 a.m. on the Closing Date.

No Assumption of Liabilities Buyer will not assume or have any responsibility, with respect to any Liability of Seller except for those obligations set forth in the Assumed Contracts

Assumption of Assumed Liabilities. On the terms and subject to the conditions set forth in the Asset Purchase Agreement, Buyer hereby assumes, accepts and agrees to discharge or perform when due in accordance with their respective terms and subject to the respective conditions thereof, the Liabilities under the Assumed Contracts and all other Assumed Liabilities.

Assumption of Obligations. This Sublease is and at all times shall be subject and subordinate to the Master Lease and the rights of Master Landlord thereunder. Subtenant shall not commit or permit any of its employees or agents to commit on the Premises any act or omission which shall violate any term or condition of the Master Lease. Subtenant hereby agrees: # to comply with all provisions of the Master Lease which are incorporated hereunder; and # to perform all the obligations on the part of the “Tenant” to be performed under the terms of the Master Lease during the term of this Sublease which are required to be performed by Subtenant hereunder. In the event the Master Lease is terminated for any reason whatsoever, this Sublease shall terminate simultaneously with such termination without any liability of Sublandlord to Subtenant, unless such termination results from a default under the Master Lease by Sublandlord through no fault of Subtenant (or is otherwise a breach of this Sublease by Sublandlord through no fault of Subtenant), except that Sublandlord shall return to Subtenant that portion of any Rent paid in advance by Subtenant, if any, which is applicable to the period following the date of such termination and so much of the Security Deposit as Sublandlord is obligated to return in accordance with the terms of this Sublease. In the event of a conflict between the provisions of the Sublease and the Master Lease, as between Sublandlord and Subtenant, the provisions of this Sublease shall control. In the event of a conflict between the express provisions of this Sublease and the provisions of the Master Lease, as incorporated herein, the express provisions of this Sublease shall control.

Conditions to Buyer’s Obligations. The obligations of Buyer to consummate the transactions contemplated hereunder are subject to the satisfaction of each of the following conditions on or prior to the Closing Date:

The Buyer’s obligations under this Agreement are subject to the satisfaction of each of the following conditions, each of which is material, for the sole benefit of the Buyer and may be waived only in writing by the Buyer:

At Closing, Buyer shall deliver to Seller # an executed version of the final closing statement prepared by the Title Company, # the balance of the Purchase Price due, # Buyer’s assumption of those Contracts assigned to Buyer and # Buyer’s assumption of the Leases.

Assumption. By acceptance hereof Assignee agrees to assume and become obligated to keep, fulfill, observe, perform and discharge each and every covenant, duty, debt and obligation that may accrue and become performable, from and after the date hereof by Assignor under the terms, provisions and conditions of the Assigned Contracts.

Assumed Liabilities. After the Closing Date and on the terms and subject to the conditions contained in this Agreement, Purchaser shall assume, perform, pay and discharge only the Assumed Liabilities and no other liabilities or obligations of the Seller Parties whatsoever.

Excluded Liabilities. None of Purchaser or any other USI Company shall assume or be required to perform, pay or discharge any, and the Seller Parties shall remain unconditionally liable for all, of the Seller Parties’ debts, obligations, liabilities and commitments, known or unknown, including, without limitation, any and all # obligations of the Seller Parties under leases of the Office Equipment, # debts, obligations, liabilities or commitments to the extent arising out of the operation of the Seller Business or the ownership of the Acquired Assets on or prior to the Closing Date (including, but not limited to, any such liabilities or obligations of Seller for Taxes, any Taxes relating to the ownership or operation of the Acquired Assets on or prior to the Closing Date and any such debts, obligations, liabilities or commitments that may be imposed on Purchaser under a de facto merger, successor transferee, bulk sale or similar theory, absolute, contingent or otherwise), # any liabilities to the extent arising out of or attributable to any Excluded Asset, and # liabilities, if any, set forth on [Schedule 1.4], other than the Assumed Liabilities. All such debts, obligations, liabilities and commitments that are not Assumed Liabilities are referred to as “Excluded Liabilities.”

Excluded Liabilities. Purchaser shall not assume or be deemed to have assumed, and Sellers shall remain solely responsible following Closing for, any and all indebtedness, contract obligations and other liabilities of Sellers ("Excluded Liabilities").

the assumption by the Buyer of the Assumed Liabilities through the Assumption Agreement.

Buyer’s Closing Certificate. At the Closing, Buyer shall deliver to Seller a certificate of the Secretary or another officer of Buyer, dated the Closing Date, certifying as to the incumbency of the officer of Buyer executing the Transaction Documents.

ii.
Conditions Precedent to the Buyer’s Obligations

all claims from third parties arising directly from Buyer’s ownership of the acquired Assets, Assumed Liabilities, or operation of the Proposed Business after the Closing Date.

Section # No Assumption of Liabilities

Assumption and Retention of Liabilities.

Buyer’s Representations and Warranties. Buyer represents and warrants to Seller as follows: