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. From and after the Closing, (i) the Transferred Subsidiaries shall remain liable for all liabilities and obligations of the Transferred Subsidiaries other than the Retained Liabilities, whether known, unknown, matured or contingent, and (ii) the Transferred Subsidiaries shall, jointly and severally, assume and be liable and responsible for each of the liabilities and obligations of the Seller and its Subsidiaries to the extent arising out of the ownership, use or possession of the Assets or the conduct or operation of the Business whether known, unknown, matured or contingent, other than Retained Liabilities, in each case, without any further responsibility or liability of or recourse to the Seller or its Subsidiaries or any of their Affiliates or their respective directors, shareholders, officers, employees, agents, consultants, personnel, representatives, successors, transferees or assignees, including, without limitation, the following (the "Assumed Liabilities"):
(a) all liabilities and obligations of the Seller and its Subsidiaries under all Assigned Contracts and Licenses assigned or transferred to Buyer pursuant to Section 1.1 hereof;
(b) all liabilities and obligations with respect to products sold or services rendered by the Business including under any of the warranty policies and agreements of the Seller or its Subsidiaries described in Section 2.1(b) of the Disclosure Schedule;
(c) all trade accounts payable, accrued expenses and all current liabilities or obligations of the Seller and its Subsidiaries related primarily to the Business, in each case, to the extent accrued on the Closing Balance Sheet and reflected in the calculation of the Closing Date Net Working Capital;
(i) all Tax liabilities of the Transferred Subsidiaries (other than (A) Tax liabilities attributable to other members of the Seller's affiliated income tax group that are imposed on the Transferred Subsidiaries under U.S. Treasury Regulation ss. 1.1502-6 or a comparable provision of state, local or foreign law or (B) income Taxes that are imposed on Olsten Flying Nurses Corp. or any other member of the "selling consolidated group" (as such quoted term is defined in Section 338(h)(10)(B) of the Code) with respect to the deemed asset sale gain of Olsten Flying Nurses Corp. resulting from the Election, (ii) all other Tax liabilities that are accrued or reserved on the Closing Balance Sheet and reflected in the calculation of the Closing Date Net Working Capital, (iii) all other ...
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. 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. 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;
(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. 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. 6 Section 3.4 Liabilities Not Assumed by Buyer.................................... 6
Assumption of Liabilities by Buyer. At the Closing, ---------------------------------- Buyer shall execute and deliver to Seller an assumption agreement, substantially in the form and on the terms of the Assumption Agreement attached hereto as Exhibit A pursuant to which Buyer shall assume and agree to pay when due, to the extent the same are unpaid, unperformed or undischarged on the Closing Date and to perform and discharge, all expenses, exposures, obligations (contractual or otherwise) or liabilities of Seller relating to the Purchased Assets (whether absolute or contingent, liquidated or unliquidated, known or unknown, or otherwise and whether or not required to be set out on a balance sheet)
(a) incurred, or arising from the ownership or operation of the Purchased Assets, after the Closing or (b) incurred, or arising from the ownership or operation of the Purchased Assets, prior to the Closing and specifically set forth in Schedule 3.3 of the Disclosure Schedule (collectively, the "Assumed Liabilities").
Assumption of Liabilities by Buyer. Except as specifically provided in this Section 5.8, Buyer and its Subsidiaries shall be solely responsible for any and all Liabilities (i) which have arisen or may arise under or in connection with any Subsidiary Plan (including Liabilities arising from income or excise tax assessments, participant benefit claims, fiduciary conduct, or under Title IV of ERISA); (ii) relating to or arising out of the employment of any Retained Employee by Buyer, CMI, CEL and their respective Subsidiaries, including, without limitation, all Liabilities for Severance Benefits arising out of or relating to any termination or deemed or constructive termination of employment of any Retained Employee that occurs at or after the Closing; and (iii) relating to or arising out of any failure of Buyer to comply with the covenants set forth in Section 5.8(a).
Assumption of Liabilities by Buyer. The Buyer expressly agrees to assume and agrees to discharge in the ordinary course of business the liabilities, obligations and expenses relating to the Business which are set forth on Schedule 1.3 attached hereto, including but not limited to all warranty obligations and all obligations under the Contracts (collectively, the "Permitted Encumbrances"). The Acquired Assets shall not include, and the Buyer shall not be deemed to have assumed, the following liabilities:
(i) Liabilities incurred by Sellers in connection with the operation of the Business prior to the Closing (including inter-company loans), except as expressly set forth in Schedule 1.3(i) attached hereto;
(ii) Liabilities incurred by Sellers in connection with this Agreement and the transactions provided for herein, including, without limitation, counsel and accountant's fees;
(iii) Taxes incurred by the Sellers, whether due prior to or subsequent to the Closing, and whether or not arising in the ordinary course of the Sellers' Business; and
(iv) Liabilities in connection with or relating to all actions, suits, claims, proceedings, demands, losses, liabilities, damages, deficiencies and expenses (whether or not arising out of third party claims) arising prior to the Closing. The assumption of the liabilities relating to the Permitted Encumbrances by the Buyer hereunder shall not enlarge any rights of third parties under Contracts with the Sellers, and nothing contained herein shall prevent the Buyer from contesting in good faith any third party liabilities relating to the Permitted Encumbrances.
