ERMUSR HANDOUT 08-22-2016 - Laserfiche WebLink

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4.2 Liabilities Not Assumed by Buyer. Except as specifically provided in Section 4.1 hereof, Buyer shall not assume, or in any way become liable for, any liabilities or obligations of Seller of any kind or nature, whether accrued, absolute, contingent or otherwise, or whether due or to become due, or otherwise, whether known or unknown, (the "Excluded Liabilities") which liabilities and obligations, if ever in existence, shall continue to be liabilities and obligations of Seller who shall pay, perform and discharge the Excluded Liabilities when due. Specifically,the Excluded Liabilities include: 4.1.1. Violation of Representations. Obligations or liabilities which arise or exist in violation of any of the representations, warranties, covenants or agreements of Seller contained in this Agreement or otherwise in connection with the transactions contemplated hereby. 4.1.2. Taxes. Debts, obligations or liabilities of Seller for federal, state, or other taxes of any kind whatsoever arising from operation of its Business. 4.1.3. Indebtedness. Any liabilities or obligations of the Seller in respect of the borrowing of money, loans, credit agreement or other evidence of Indebtedness or direct or indirect guaranty or assumption of indebtedness, liabilities or obligations of others. 4.1.4. Excluded Assets. Any liabilities or obligations arising out of or relating to the Excluded Assets. 4.1.5. Accounts Payable. Any accounts payable of Seller arising from Seller's operation of the Business. ARTICLE 5 CLOSING 5.1 Closing; Closing Date; Time; Place. Subject to the satisfaction of the conditions set forth herein, the closing of the transactions contemplated by this Agreement (the "Closing") shall take place on September 30, 2016 (the "Closing Date"). On the Closing Date, (i) Seller shall sell, transfer, assign, convey and deliver to Buyer all right, title and interest in and to the Purchased Assets, free and clear of all liabilities, obligations and Liens, excepting only for the Assumed Liabilities; and (ii)the parties shall make the deliveries described in Section 5.2. The effective time of the transfer of the Purchase Assets and acceptance of the Assumed Liabilities shall be 12:01 a.m., October 1, 2016. 5.2 Documentation. In order to effectuate the sale, conveyance, transfer and assignment contemplated by this Agreement, the parties shall execute and deliver on the Closing Date all such bills of sale, assignment agreements and other documents or instruments of conveyance, transfer or assignment as shall be necessary or appropriate to vest or confirm in Buyer, all right, title and interest in and to all of the Purchased Assets, free and clear of all Liens (excepting only for Assumed Liabilities), all of which documents shall be in form and substance satisfactory to the parties, as follows: 5.2.1 Deliveries by Seller. At the Closing, Seller shall deliver to Buyer: 4