Assumption of Liabilities by Buyer. Buyer shall assume and thereafter pay, perform, satisfy and discharge only the following obligations and liabilities of Seller to the extent that they are to be performed on or after the date hereof (collectively, the "Assumed Liabilities"):
Assumption of Liabilities by Buyer. Effective as of the Close of Escrow, Buyer hereby assumes all obligations and liabilities of Seller under any Contracts specifically assigned to Buyer pursuant to Section 9.1 hereof, except all obligations and liabilities with respect thereto (“Pre-Closing Obligations”) which arose prior to the Close of Escrow (which obligations and liabilities are to be discharged by Seller); provided, however, that, if Buyer shall have received proration credit in accordance with Section 15 hereof with respect to any Pre-Closing Obligations, Buyer shall be responsible for discharging the same to the extent of the proration credit received.
Assumption of Liabilities by Buyer. (a) On the Closing Date and subject to the terms and conditions set forth in this Agreement, Buyer shall expressly assume, and agree to pay or otherwise perform or discharge, the Assumed Liabilities.
(b) As used in this Agreement, the term “Assumed Liabilities” shall mean all Liabilities (including, for avoidance of doubt, the Liabilities of the Sold Companies other than Excluded Liabilities), to the extent arising out of, in respect of or relating to the Business or the Acquired Assets before, on or after the Closing Date, including the following:
Assumption of Liabilities by Buyer. (a) Buyer shall be responsible for liabilities that arise from or relate to Buyer's ownership after the Closing Date of the Business or Buyer's ownership, possession or use of the Purchased Assets after the Closing Date pursuant to this Agreement (the "Buyer Liabilities"). Seller shall be responsible for liabilities that arise from or relate to Seller's (and, where it applicable, its Affiliates') ownership prior to the Closing Date of the Business or Seller's (and, where it applicable, its Affiliates') ownership, possession or use of the Purchased Assets prior to the Closing Date (the "Retained Liabilities").
(b) Neither Acirca nor Buyer shall assume or be liable for any of the Retained Liabilities. For the avoidance of doubt, it is hereby acknowledged and agreed that the Retained Liabilities include, without limitation, the following:
(i) any liabilities or obligations (whether fixed, contingent, or otherwise) under or relating to any claim for salary, wages, severance or other benefits made by any employee of Seller, including without limitation, the Continuing Employees, relating to such employees' employment with Seller and/or the termination thereof;
(ii) any and all amounts required to be paid in respect of sales, fees, expenses or taxes as a result of the transactions contemplated by this Agreement;
(iii) any liabilities for Taxes relating to the Business or Seller incurred with respect to any Taxable Year ending on or before the Closing Date or that portion of any Split Period ending on the Closing Date;
(iv) any liabilities under any tax sharing or allocation agreement between Seller or any of its Affiliates and any other Person;
(v) any liabilities arising from any breach of any agreement or contract entered into by Seller or any Affiliate of Seller on or prior to the Closing Date with respect to the Business, including without limitation the Assigned Contracts;
Assumption of Liabilities by Buyer. At the Closing, Buyer shall assume and thereafter pay, perform, satisfy and discharge the following obligations and liabilities of Seller (collectively, the "Assumed Liabilities"): (a) all of the liabilities and obligations of Seller under the Contracts (subject to Section 8.1(b)); (b) all of the liabilities and obligations of Seller under the applicable AT&T tariffs pursuant to which any of the EasyLink Services are provided to customers; 2 <PAGE> (c) all liabilities and obligations arising from or in connection with the Business or the Assets after the Closing Date, including without limitation, all obligations and liabilities associated with interconnection arrangements and settlements and including without limitation costs for transitioning the Business to Buyer; (d) any liabilities and obligations for Taxes in connection with (i) the operation of the Business after the Closing Date and (ii) the sale and purchase of the Assets by Buyer and the consummation of the Transaction; and (e) any other liabilities and obligations of Seller related to the conduct of the Business or the Assets disclosed in this Agreement or disclosed, reflected or reserved against in the Balance Sheet or arising in the ordinary course of the Business between the date of the Balance Sheet and the Closing Date.
Assumption of Liabilities by Buyer. At the Closing, subject to Section 1.7, Buyer shall accept and assume, and thereafter be fully responsible for and perform, pay or otherwise discharge, in accordance with the respective terms and subject to the respective conditions thereof, all of the liabilities and obligations of the OTCs under the Service Contracts, the Site Leases, the Beeper Company Contract and the WV Customer Contracts and only those liabilities Asset Purchase Agreement and obligations of the OTCs, and the following, and only the following, liabilities and obligations of BAPCO (collectively, the "Assumed Liabilities"):
(a) All liabilities and obligations of BAPCO, whether fixed or contingent, known or unknown, or matured or unmatured, arising under agreements, arrangements, contracts, licenses, leases, instruments, obligations, customer contracts, vendor contracts and purchase and sale orders relating to the Paging Business or the Purchased Assets and entered into prior to the Closing Date, including without limitation agreements for the resale of wireless messaging services and agreements for pager rental, service, maintenance or loss protection (other than Retained Contracts);
(b) All liabilities and obligations of BAPCO reflected on the Balance Sheet in the line items included in "Total Current Liabilities", other than the following line items: (i) "Accrued Expenses" (excluding Inventory Accruals (as defined below), which shall be Assumed Liabilities), (ii) "Accounts Payable-Affiliates", (iii) "Accrued Payroll Payables", and (iv) "Accrued Taxes Payable", each as modified or changed between the Balance Sheet Date (as hereinafter defined) and the Closing Date in the ordinary course of business without violation of Section 4.3; "Inventory Accruals" means liabilities and obligations of BAPCO for pagers in inventory for which BAPCO has not yet processed the related bills as reflected on BAPCO's regularly prepared schedules to support its trial balances; and
Assumption of Liabilities by Buyer. Subject to the terms and conditions of this Agreement, at the Closing, by executing and delivering the Assignment, Buyer shall assume and agree to perform and satisfy, and indemnify and hold Seller harmless from, any and all liabilities and obligations in respect of the Interest arising after and related to the period after the Closing (the "Buyer Assumed Liabilities").
Assumption of Liabilities by Buyer. At the Closing, Buyer shall assume and pay, perform and discharge, and indemnify and hold Seller harmless from and against the following obligations and liabilities of Seller (hereinafter collectively referred to as "Assumed Liabilities"):
a. All of the liabilities and obligations of Seller under the Contracts assigned to Buyer at the Closing, specifically including liabilities for payment for goods, merchandise, services and/or promotions to be furnished and/or used for events or operations of the 2 speedway after the Closing, whether such assignment is approved or not by the other party to such contract; and
b. Any and all claims, liabilities, loss, cost, damage or expense (including reasonable counsel fees and expenses) resulting or arising out of ownership of the Purchased Assets or conduct of the business previously performed by Seller, that are caused by Buyer and occur upon any of the Purchased Assets, after the Closing Date. Buyer agrees to indemnify, defend and hold Seller and its shareholders, directors, officers, employees, agents, successors and assigns harmless from and against any and all liability, loss, cost, damage and/or expense (including, without limitation, reasonable attorneys' fees and costs) pertaining to the Assumed Liabilities. Except for the Assumed Liabilities, Buyer shall not assume, and Seller shall retain and remain responsible for, all liabilities and obligations of Seller, whether past, current or future, whether accrued, contingent, known or unknown (the "Retained Liabilities"), thus reserving to Seller the right to continue to negotiate the Retained Liabilities.
Assumption of Liabilities by Buyer. 5 Section 2.2
Assumption of Liabilities by Buyer. 6 Section 3.4 Liabilities Not Assumed by Buyer.................................... 6
