Common use of Assumed Obligations and Liabilities Clause in Contracts

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 Upon the Closing Timecontribution described in Section 2.1, Buyer Company will assume, and after the Closing Time, Buyer Company 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 ClosingCompany; (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 3.3 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 3.23.3; (c) all obligations and liabilities accruing and relating to the Business prior to the Closing Time in respect of which but only to the extent that Buyer received a credit pursuant to Section 3.23.3; and (d) all other obligations and liabilities accruing and relating to periods after the Closing Time and arising out of BuyerCompany'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 (collectivelyw) 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 "Excluded Liabilities").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

Assumed Obligations and Liabilities. At As of the Closing TimeClosing, Buyer Insight ----------------------------------- will assume, assume and after the Closing TimeClosing, Buyer Insight will pay, discharge and perform, 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 Insight at the Closing; (b) those obligations and liabilities of Seller AT&T to subscribers and customers of Seller's the Cable Business for (i) subscriber deposits held by Seller as of the Closing Date related to the Systems held by AT&T as of the Adjustment Time in the amount for which Buyer Insight received credit under Section 3.2 3.1 and (ii) customer, advertising and other advance payments held by Seller AT&T as of the Closing Date related to the Systems Adjustment Time in the amount for which Buyer Insight received credit under Section 3.23.1; (c) all obligations and liabilities accruing and relating to the Cable Business prior to the Closing Adjustment Time in respect of which Buyer Insight received a credit pursuant to Section 3.23.1; and (d) all other remaining obligations and liabilities accruing and relating to periods after the Closing Time and arising out of Buyer's the 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. It is understood and agreed that at the closing of the Contribution, the Partnership shall assume the Assumed Obligations and Liabilities for the benefit of AT&T and its Affiliates and upon such assumption, Insight shall have no further obligation or liability in respect of the same. 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 AT&T including any obligation, liability or claim relating to or arising pursuant to (collectivelyx) rate refunds to subscribers of the Systems with respect to rates charged to such subscribers during periods through and including the Closing Time, (y) litigation commenced prior to, or related to an event occurring at any time prior to the Closing Time or (z) any Excluded Asset, including the Time Warner Social Contract, and, subject to Section 7.18, the pending Settlement Agreement and Release that relates to certain of the Systems with respect to late fees charged by them, a copy of which, in the form submitted to the courts, has been provided to Insight by AT&T (the "Excluded LiabilitiesAT&T Late Fee Settlement").

Assumed Obligations and Liabilities. At the Closing TimeClosing, Buyer will assume, from the date of closing ongoing, and after the Closing Time, Buyer will pay, discharge discharge, and perform, perform the following (the "“Assumed Obligations and Liabilities"”): (a) those any outstanding and ongoing obligations and liabilities accruing under the Governmental Permits and relating to periods after the Closing Time under or with respect to the Assets Contracts assigned and transferred to Buyer at the Closing; (b) general property Taxes, sales and use Taxes, special assessments, and ad valorem Taxes levied or assessed against any of the Assets, including those that constitute Permitted Liens; (c) charges for utilities and other goods or services furnished to the Systems; (d) copyright expenses; (d) those obligations and liabilities of Seller that Buyer elects 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 3.2assume at Closing; and (de) all other obligations and liabilities accruing and relating to periods after the Closing Time and arising out of Buyer's ’s ownership of the Assets or operation of the Systems on and after the Closing Time, except to Date. The Assumed Obligations and Liabilities shall include any of the extent that such foregoing obligations or liabilities relate that have accrued prior to any Excluded Assetthe Closing but are not due and payable until after the Closing. All obligations and liabilities, contingent, fixed or otherwise, liabilities arising out of or relating to the Business, the Assets or the Systems other than the Assumed Obligations and Liabilities will remain and be the obligations and liabilities solely of Seller (collectively, the "Excluded Liabilities")Seller.

Assumed Obligations and Liabilities. At Upon the Closing Timecontribution described in Section 2.1, Buyer Company will assume, and after the Closing Time, Buyer Company 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 ClosingCompany; (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 3.3 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 3.23.3; (c) all obligations and liabilities accruing and relating to the Business prior to the Closing Time in respect of which but only to the extent that Buyer received a credit pursuant to Section 3.23.3; and (d) all other obligations and liabilities accruing and relating to periods after the Closing Time and arising out of BuyerCompany'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 (collectivelyw) 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 "Excluded Liabilities")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 related to an event occurring, on or prior to the Closing Time, or (z) credit, loan or other agreements arising out of or relating to the Assets or the Business and pursuant to which Seller or any of its Affiliates has created, incurred, assumed or guaranteed indebtedness for 13 20 borrowed money or under which any Encumbrance securing such indebtedness has been or may be imposed on any Asset.

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 18 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 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 (collectivelyw) 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 "Excluded Liabilities")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 related to an event occurring, on or prior to the Closing Time, or (z) credit, loan or other agreements arising out of or relating to the Assets or the Business and pursuant to which Seller or any of its Affiliates has created, incurred, assumed or guaranteed indebtedness for borrowed money or under which any Encumbrance securing such indebtedness has been or may be imposed on any Asset.

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 11 18 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 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 (collectivelyw) 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 "Excluded Liabilities")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 related to an event occurring, on or prior to the Closing Time, or (z) credit, loan or other agreements arising out of or relating to the Assets or the Business and pursuant to which Seller or any of its Affiliates has created, incurred, assumed or guaranteed indebtedness for borrowed money or under which any Encumbrance securing such indebtedness has been or may be imposed on any Asset.

Assumed Obligations and Liabilities. At the Closing TimeClosing, Buyer will assume, from the date of closing ongoing, and after the Closing Time, Buyer will pay, discharge discharge, and perform, perform the following (the "Assumed Obligations and Liabilities"): (a) those any outstanding and ongoing obligations and liabilities accruing under the Governmental Permits and relating to periods after the Closing Time under or with respect to the Assets Contracts assigned and transferred to Buyer at the Closing; (b) general property Taxes, sales and use Taxes, special assessments, and ad valorem Taxes levied or assessed against any of the Assets, including those that constitute Permitted Liens; (c) charges for utilities and other goods or services furnished to the Systems; (d) copyright expenses; (d) those obligations and liabilities of Seller that Buyer elects 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 3.2assume at Closing; and (de) 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 on and after the Closing Time, except to Date. The Assumed Obligations and Liabilities shall include any of the extent that such foregoing obligations or liabilities relate that have accrued prior to any Excluded Assetthe Closing but are not due and payable until after the Closing. All obligations and liabilities, contingent, fixed or otherwise, liabilities arising out of or relating to the Business, the Assets or the Systems other than the Assumed Obligations and Liabilities will remain and be the obligations and liabilities solely of Seller (collectively, the "Excluded Liabilities")Seller.