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 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 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 11 17 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 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 elects 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 including Seller. Buyer's Duty to Pay Cure Costs for Assumed Contracts. Notwithstanding anything to the contrary herein, at Closing and in addition to the Purchase Price, Buyer will pay any obligationand all amounts necessary to cure any defaults (if any) under any assumed Contracts, liability or claims except the following: (i) franchise fees, (ii) pole attachment fees, (iii) FCC fees, (iv) copyright fees, (v) property taxes relating to or arising pursuant to Seller's personalty, and (wvi) Taxes (including franchise fees) arising out of or real property taxes relating to the Assets or the Business and with respect any Real Property to periods or portions thereof ending on or prior be sold to the Closing Time, (x) refunds Buyer up to a maximum aggregate amount 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 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$1,000.00.

Assumed Obligations and Liabilities. At the Closing and effective as of the Closing Time, Buyer will RMG shall cause Tennessee LLC to assume, and after the Closing TimeDate, Buyer Charter will cause Tennessee LLC to pay, discharge and perform, the following (the collectively, "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 Tennessee LLC at the Closing; (b) those obligations and liabilities of Seller to subscribers RMG for subscriber prepayments 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 transferred to Tennessee LLC existing at the Closing Date related to the Systems in the amount for which Buyer received credit under Section 3.2Time; (c) all other obligations and liabilities accruing and of RMG relating to the Business prior Systems transferred to the Closing Time but Tennessee LLC only to the extent that Buyer received a credit the Adjusted Value of the Systems, was decreased with respect thereto pursuant to Section 3.22.2 of the Common Agreement; and (d) all other obligations and liabilities accruing and relating to periods after the Closing Time and arising out of BuyerTennessee LLC's ownership ownership, use or operation of the Assets (including those items listed or described on Schedule 4.1(b)) or its operation of, or the conduct of business through, the Systems after the Closing Time(including with respect to late fees that may be charged by Tennessee LLC after the Closing to subscribers of the Systems), except to the extent that such obligations or liabilities relate to any Excluded Asset. All obligations and liabilities, contingent, fixed or otherwise, liabilities arising out of or relating to the Assets Assets, the Systems or the Systems Cable Business other than the Assumed Obligations and Liabilities will remain and be the obligations and liabilities solely of Seller RMG, 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 TimeDate, (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 TimeDate, (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 Litigation commenced, or related to an event occurring, on or prior to the Closing TimeDate, 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 RMG has created, incurred, assumed or guaranteed indebtedness for borrowed money or under which any Encumbrance Lien 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 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 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 As of the Closing TimeClosing, Buyer the ----------------------------------- Partnership will assume, assume and after the Closing TimeClosing, Buyer the Partnership will pay, discharge and perform, 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, Exchange Assets assigned and transferred to Buyer at the ClosingSale Assets; (b) those obligations and liabilities of Seller AT&T, Insight and Insight Central Ohio to subscribers and customers of Seller's Business their respective Cable Businesses and to customers of the Exchange Systems and Sale Systems for (i) subscriber deposits related to the Systems, Exchange Systems and Sale Systems held by Seller AT&T, Insight, or Insight Central Ohio as of the Closing Date related to the Systems Adjustment Time in the amount for which Buyer received credit credited to the Partnership under Section 3.2 3.3 and (ii) customer, advertising and other advance payments held by Seller AT&T, Insight or Insight Central Ohio as of the Closing Date related to the Systems Adjustment Time in the amount for which Buyer received credit credited to the Partnership under Section 3.23.3; (c) all obligations and liabilities accruing and relating to the Business Cable Businesses, the Exchange Systems and the Sale Systems prior to the Closing Adjustment Time but only to in respect of which the extent that Buyer Partnership received a credit pursuant to Section 3.23.3; (d) the AT&T Permitted Debt and the Insight Permitted Debt (including the Insight Central Ohio Component of the Insight Permitted Debt and the Insight Central Ohio Credit Agreement) to the extent related to the period from and after the Closing Time; and (de) 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, Exchange Assets or Sale Assets or operation of the Systems, Exchange Systems or Sale Systems after the Closing Time, except to the extent that such obligations or liabilities relate to any AT&T Excluded Asset or Insight 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 AT&T or Insight, as the case may be, including any obligation, liability or claims claim relating to or arising pursuant to (wx) Taxes (including franchise fees) arising out rate refunds to subscribers of or relating to the Assets or the Business and their Systems with respect to periods or portions thereof ending on or prior rates charged 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 such subscribers during 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 commencedlitigation commenced prior to, or related to an event occurring, on or occurring at any time prior to the Closing TimeTime (including in the case of Insight, litigation against Holdings (Central Ohio) or Insight Central Ohio) or (z) creditany AT&T Excluded Asset or Insight Excluded Asset, loan or other agreements arising out including the Social Contract released on August 3, 1995 (FCC 95-335) between Continental Cablevision and the FCC, as amended by the Social Contract Amendment released on August 23, 1996 (FCC 96-358) (the "MediaOne Social Contract"), the Time Warner Social Contract, and, subject to Section 7.17, the pending Settlement Agreement and Release that relates to certain of or relating the AT&T Systems with respect to late fees charged by them, a copy of which, in the form submitted to the Assets or courts, has been provided to Insight by AT&T (the Business "AT&T Late Fee Settlement"). The parties acknowledge that while the Partnership will acquire ownership of Holdings (Central Ohio) and pursuant to which Seller or any Insight Central Ohio and therefore, certain liabilities and obligations may remain in Holdings (Central Ohio) and Insight Central Ohio as a matter of law that are not Assumed Obligations and Liabilities, the parties intend that as between Insight and the Partnership and its Affiliates, the Partnership and its Affiliates has createdwill only be responsible for those liabilities and obligations for which it would have been responsible if the Partnership did not acquire ownership of such entities and instead acquired direct ownership of the Insight Central Ohio Assets in the same manner and on equivalent terms and conditions as it is acquiring the other Insight Assets. Without limiting the foregoing, incurredInsight will be responsible for all obligations and liabilities, assumed contingent, fixed or guaranteed indebtedness for borrowed money or under which any Encumbrance securing such indebtedness has been or may be imposed on any Assetotherwise, of Holdings (Central Ohio) and Insight Central Ohio that are not included in the definition of Assumed Obligations and Liabilities.

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 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 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 related to the Systems held by Seller AT&T as of the Closing Date related to the Systems 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 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 Time but only to the extent that Buyer in respect of which Insight received a credit pursuant to Section 3.23.1; and (d) all other 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 claims claim relating to or arising pursuant to (wx) Taxes (including franchise fees) arising out rate refunds to subscribers of or relating to the Assets or the Business and Systems with respect to periods or portions thereof ending on or prior rates charged 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 such subscribers during 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 commencedlitigation commenced prior to, or related to an event occurring, on or occurring at any time prior to the Closing Time, or (z) creditany AT&T Excluded Asset, loan or other agreements arising out including the Time Warner Social Contract and, subject to Section 7.18, the pending Settlement Agreement and Release that relates to certain of or relating the Systems with respect to late fees charged by them, a copy of which, in the form submitted to the Assets or the Business and pursuant to which Seller or any of its Affiliates has createdcourts, incurred, assumed or guaranteed indebtedness for borrowed money or under which any Encumbrance securing such indebtedness has been or may be imposed on any Assetprovided to Insight by AT&T (the "AT&T Late Fee Settlement").

Assumed Obligations and Liabilities. At As of the Closing Time, Buyer the Partnership will assume, assume and after the Closing Time, Buyer the Partnership will pay, discharge and perform, 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 the Partnership at the Closing; (b) those obligations and liabilities of Seller TCI and Century to subscribers and customers of Seller's Business their respective Cable Businesses for (i) subscriber deposits related to the Systems held by Seller TCI or Century as of the Closing Date related to the Systems Time in the amount for which Buyer TCI or Century received credit under Section 3.2 and (ii) customer, advertising and other advance payments held by Seller TCI or Century as of the Closing Date related to the Systems Time in the amount for which Buyer TCI or Century received credit under Section 3.2; (c) all other obligations and liabilities accruing and relating to the Business Cable Businesses prior to the Closing Time but only to the extent that Buyer in respect of which TCI or Century received a credit pursuant to Section 3.2; (d) the TCI Permitted Debt and the Century Permitted Debt and (de) all other obligations and liabilities accruing and relating to periods after the Closing Time and arising out of Buyerthe Partnership'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 TCI Excluded Asset or Century 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 TCI or Century, as the case may be, including any obligation, liability or claims claim relating to or arising pursuant to (wx) Taxes (including franchise fees) arising out rate refunds to subscribers of or relating to the Assets or the Business and their Systems with respect to periods or portions thereof ending on or prior rates charged 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 such subscribers during 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 commencedlitigation commenced prior to, or related to an event occurring, on or occurring at any time prior to the Closing Time, or (z) credit, loan any TCI Excluded Asset 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 Century Excluded Asset.

Assumed Obligations and Liabilities. At As of the Closing TimeClosing, Buyer the ----------------------------------- Partnership will assume, assume and after the Closing TimeClosing, Buyer the Partnership will pay, discharge and perform, 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, Exchange Assets assigned and transferred to Buyer at the ClosingSale Assets; (b) those obligations and liabilities of Seller AT&T, Insight and Insight Central Ohio to subscribers and customers of Seller's Business their respective Cable Businesses and to customers of the Exchange Systems and Sale Systems for (i) subscriber deposits related to the Systems, Exchange Systems and Sale Systems held by Seller AT&T, Insight, or Insight Central Ohio as of the Closing Date related to the Systems Time in the amount for which Buyer received credit credited to the Partnership under Section 3.2 3.3 and (ii) customer, advertising and other advance payments held by Seller AT&T, Insight or Insight Central Ohio as of the Closing Date related to the Systems Time in the amount for which Buyer received credit credited to the Partnership under Section 3.23.3; (c) all obligations and liabilities accruing and relating to the Business Cable Businesses, the Exchange Systems and the Sale Systems prior to the Closing Time but only to in respect of which the extent that Buyer Partnership received a credit pursuant to Section 3.23.3; (d) the AT&T Permitted Debt and the Insight Permitted Debt (including the Insight Central Ohio Component of the Insight Permitted Debt and the Insight Central Ohio Credit Agreement if such agreement is not refinanced) to the extent related to the period from and after the Closing Time; and (de) all other obligations and liabilities accruing and relating to periods after the Closing Time and arising out of Buyer's the ownership of the Assets, Exchange Assets or Sale Assets or operation of the Systems, Exchange Systems or Sale Systems after the Closing Time, except to the extent that such obligations or liabilities relate to any AT&T Excluded Asset or Insight 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 AT&T or Insight, as the case may be, including any obligation, liability or claims claim relating to or arising pursuant to (wx) Taxes (including franchise fees) arising out rate refunds to subscribers of or relating to the Assets or the Business and their Systems with respect to periods or portions thereof ending on or prior rates charged 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 such subscribers during 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 commencedlitigation commenced prior to, or related to an event occurring, on or occurring at any time prior to the Closing TimeTime (including in the case of Insight, litigation against Holdings (Central Ohio) or Insight Central Ohio) or (z) creditany AT&T Excluded Asset or Insight Excluded Asset, loan or other agreements arising out including the Social Contract released on August 3, 1995 (FCC 95-335) between Continental Cablevision and the FCC, as amended by the Social Contract Amendment released on August 23, 1996 (FCC 96-358) (the "MediaOne Social Contract"), the Time Warner Social Contract, and, subject to Section 7.17, the pending Settlement Agreement and Release that relates to certain of or relating the AT&T Systems with respect to late fees charged by them, a copy of which, in the form submitted to the Assets or courts, has been provided to Insight by AT&T (the Business "AT&T Late Fee Settlement"). The parties acknowledge that while the Partnership will acquire ownership of Holdings (Central Ohio) and pursuant to which Seller or any Insight Central Ohio and therefore, certain liabilities and obligations may remain in Holdings (Central Ohio) and Insight Central Ohio as a matter of law that are not Assumed Obligations and Liabilities, the parties intend that as between Insight and the Partnership and its Affiliates, the Partnership and its Affiliates has createdwill only be responsible for those liabilities and obligations for which it would have been responsible if the Partnership did not acquire ownership of such entities and instead acquired direct ownership of the Insight Central Ohio Assets in the same manner and on equivalent terms and conditions as it is acquiring the other Insight Assets. Without limiting the foregoing, incurredInsight will be responsible for all obligations and liabilities, assumed contingent, fixed or guaranteed indebtedness for borrowed money or under which any Encumbrance securing such indebtedness has been or may be imposed on any Assetotherwise, of Holdings (Central Ohio) and Insight Central Ohio that are not included in the definition of Assumed Obligations and Liabilities.