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.

Undertake new borrowings from any third party, issuance of corporate bonds, assumption of liabilities, guarantee of liabilities or other act incurring liabilities

Take Over Rights Limitation. With respect to Buyer’s Take Over Rights and assumption of rights and obligations under the Ancillary Agreements, all parties acknowledge that Buyer’s obligations to perform under the Ancillary Agreements shall be limited to the Improvements (onsite and offsite) which specifically pertain to the Property being purchased hereunder by Buyer, and shall in no way extend to or obligate any work or Improvements that are beyond the scope of the FMA and that service or pertain to any separate property, including Seller’s other real property. However, this limitation shall not be interpreted to relieve Buyer from performing all obligations and constructing all improvements under the FMA in the event Buyer exercises its Take Over Rights. A statement to this effect shall be included in any assignments of the Ancillary Agreements as provided herein.

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that: