Assumption of Liabilities and Obligations. As of the Closing Date, Buyer shall assume and pay, discharge and perform the following (collectively, the "ASSUMED LIABILITIES"): (a) all obligations and liabilities of Seller under the Franchises and the Contracts related to the period after the Closing; (b) all obligations and liabilities of Seller to all customers and advertisers of the System for any advance payments or deposits for which Buyer shall have received a credit pursuant to the adjustments under Section 2.5; (c) all obligations and liabilities arising out of events occurring on or after the Closing Date related to the Assets or Buyer's conduct of the business or operations of the System; and (d) the obligations and liabilities listed on Schedule 2.6. All other obligations and liabilities of Seller shall remain and be the obligations and liabilities solely of Seller.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Northland Cable Properties Seven Limited Partnership), Asset Purchase Agreement (Northland Cable Television Inc)
Assumption of Liabilities and Obligations. As of the Closing ----------------------------------------- Date, Buyer shall assume and pay, discharge and perform the following following: (collectively, the "ASSUMED LIABILITIESAssumed Liabilities"): (ai) all the obligations and liabilities of Seller arising on or after the Closing Date under the Governmental Permits and the Contracts; (ii) all obligations and liabilities of Seller under the Franchises and the Contracts related to the period arising on or after the Closing; (b) all obligations and liabilities of Seller Closing Date to all customers and advertisers of the System for any advance payments or deposits for which to the extent Buyer shall have received a credit therefor pursuant to the adjustments under Section 2.52.5.4; (ciii) all obligations and liabilities arising out of events occurring on or after the Closing Date related to Buyer's ownership of the Assets or Buyer's its conduct of the business or operations of the System; and (div) the obligations and liabilities listed on Schedule 2.6. All other obligations and liabilities of Seller shall remain and be the obligations and liabilities solely of Seller.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Mediacom LLC), Asset Purchase Agreement (Mediacom Capital Corp)