Assumed Obligations and Liabilities. At the Closing Time, Buyer will assume, and after the Closing Time, Buyer will pay, discharge and perform, the following (the "Assumed Obligations and Liabilities"): (a) those obligations and liabilities accruing and relating to periods after the Closing Time under or with respect to the Assets assigned and transferred to Buyer at the Closing; (b) those obligations and liabilities of Seller to subscribers and customers of Seller's Business for (i) subscriber deposits held by Seller as of the Closing Date related to the Systems in the amount for which Buyer received credit under Section 3.2 and (ii) customer, advertising and other advance payments held by Seller as of the Closing Date related to the Systems in the amount for which Buyer received credit under Section 3.2; (c) all obligations and liabilities accruing and relating to the Business prior to the Closing Time in respect of which Buyer received a credit pursuant to Section 3.2; and (d) all other obligations and liabilities accruing and relating to periods after the Closing Time and arising out of Buyer's ownership of the Assets or operation of the Systems after the Closing Time, except to the extent that such obligations or liabilities relate to any Excluded Asset. All obligations and liabilities, contingent, fixed or otherwise, arising out of or relating to the Assets or the Systems other than the Assumed Obligations and Liabilities will remain and be the obligations and liabilities of Seller (collectively, the "Excluded Liabilities").
Assumed Obligations and Liabilities. At the Closing Time, Buyer will assume, and after the Closing Time, Buyer will pay, discharge and perform, the following (the "Assumed Obligations and Liabilities"): (a) those obligations 11 17 and liabilities accruing and relating to periods after the Closing Time under or with respect to the Assets assigned and transferred to Buyer at the Closing; (b) those obligations and liabilities of Seller to subscribers and customers of Seller's Business for (i) subscriber deposits held by Seller as of the Closing Date related to the Systems in the amount for which Buyer received credit under Section 3.2 and (ii) customer, advertising and other advance payments held by Seller as of the Closing Date related to the Systems in the amount for which Buyer received credit under Section 3.2; (c) all obligations and liabilities accruing and relating to the Business prior to the Closing Time but only to the extent that Buyer received a credit pursuant to Section 3.2; and (d) all other obligations and liabilities accruing and relating to periods after the Closing Time and arising out of Buyer's ownership of the Assets or operation of the Systems after the Closing Time, except to the extent that such obligations or liabilities relate to any Excluded Asset. All obligations and liabilities, contingent, fixed or otherwise, arising out of or relating to the Assets or the Systems other than the Assumed Obligations and Liabilities will remain and be the obligations and liabilities solely of Seller including any obligation, liability or claims relating to or arising pursuant to (w) Taxes (including franchise fees) arising out of or relating to the Assets or the Business and with respect to periods or portions thereof ending on or prior to the Closing Time, (x) refunds of rates, charges or late fees arising out of or relating to the Assets or the Business and with respect to periods through and including the Closing Time, (y) any claim, action, suit, proceeding, arbitration, investigation or hearing, any tolling, settlement or license agreement with respect to any of the foregoing, or any other activity or procedure, or any notice of any of the foregoing which could result in any judgment, writ, order, injunction, award or decree of any court, judge, justice or magistrate, including any bankruptcy court or judge or the arbitrator in any binding arbitration, and any order of or by any Governmental Authority arising out of or relating to the Assets or the Business and commenced, or rel...
Assumed Obligations and Liabilities. Subject to the terms and ----------------------------------- conditions of this Agreement, from and after the Closing Date, Buyer shall assume, pay, discharge, and perform the following (the "Assumed Obligations and Liabilities"):
Assumed Obligations and Liabilities. The Parties acknowledge and agree that Corregidor shall assume and perform all obligations and liabilities arising out of the Assets or their use on and after the Effective Date (the “Assumed Liabilities”).
Assumed Obligations and Liabilities. At Closing, Buyer shall assume, pay, discharge, and perform the following (the "Assumed Obligations and Liabilities"):
Assumed Obligations and Liabilities. Section 4.2 of the Original Agreement is amended and restated in its entirety to read as follows:
Assumed Obligations and Liabilities. At and after the Closing, Buyer shall assume, pay, discharge, and perform the following (the "Assumed Obligations and Liabilities"): (i) those obligations and liabilities accruing and relating to periods of time after the Adjustment Time under the Assumed Contracts; (ii) those obligations and liabilities of Seller that Buyer elects in writing to assume at Closing; and (iii) all other obligations and liabilities accruing and relating to periods after the Adjustment Time and arising out of Buyer's ownership of the Assets or operation of the Business after the Adjustment Time, except to the extent such obligations or liabilities relate to any Excluded Asset. All obligations and liabilities arising out of or relating to the Assets or the Business other than the Assumed Obligations and Liabilities shall remain and be the obligations and liabilities solely of Seller.
Assumed Obligations and Liabilities. All obligations and liabilities, contingent, xxxxxx or inchoate, fixed or otherwise, arising out of or relating to the Assets or the Business other than the Assumed Obligations and Liabilities will remain and be the obligations and liabilities of Seller. The following shall constitute Assumed Obligations and Liabilities:
Assumed Obligations and Liabilities. 17 4.2 TCI Excluded Assets.........................................18 4.3 Insight Excluded Assets.....................................19
Assumed Obligations and Liabilities. At the Closing, Xxxxx will assume, pay, discharge and perform the following (the “Assumed Obligations and Liabilities”): (a) those obligations and liabilities attributable to periods on and after the Closing Date under the Assumed Contracts, Franchises and Governmental Permits assigned to Buyer at Closing; and
