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. (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.
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; 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. 2.2
Assumption of Liabilities by Buyer. (a) Buyer shall be responsible for only liabilities that arise from or relate to Buyer's ownership of the Business or Buyer's ownership, possession or use of the Purchased Assets after the Closing 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 of the Business or Seller's (and, where it applicable, its Affiliates') ownership, possession or use of the Purchased Assets.
Assumption of Liabilities by Buyer. In consideration of, and in full payment for, the Transfer(s) by Seller to Buyer pursuant to Section 2.1 hereof, Buyer shall, at Closing, assume the Liabilities. Any assessments made by the FDIC or any other agency with respect to Purchased Accounts after the Closing shall be a Liability assumed by Buyer. Any SAIF Fund Special Assessment made with respect to Purchased Accounts and due prior to the Closing Date shall be paid by Seller and shall not be a Liability assumed by Buyer, except that there shall be a Purchase Price Adjustment in favor of Seller as provided in Section 3.2 of this Agreement. If the SAIF Fund Special Assessment is not due prior to the Closing Date, it shall be a liability assumed by Buyer and Buyer shall pay the same (whether directly or by payment to Seller, if the Assessment is made against Seller) and indemnify and hold Seller harmless for such Special Assessment, subject to the Purchase Price Adjustment in favor of Buyer set forth in Section 3.2 of this Agreement. It is agreed that Buyer will not assume and will not discharge nor be liable for any debts, liabilities or obligations of Seller except those expressly assumed by Buyer pursuant to this Agreement and under the instruments to be executed at Closing, it being expressly understood that all debts, liabilities or obligations not covered hereby or thereby shall be and remain those of Seller.
Assumption of Liabilities by Buyer. At the Closing, Seller will transfer, sell and assign to Buyer all of Seller’s rights, title and interest in and to the Assets, and Buyer will assume and begin to pay, perform, satisfy and discharge the liabilities and obligations of Seller with respect to ownership of the Assets existing as of the Effective Date as set forth on Schedule 2.1 and that arise or accrue on or after the Closing Date, including without limitation, any and all regulatory responsibility for the High Dose Products (collectively, the “Assumed Liabilities”). For the avoidance of doubt, “Assumed Liabilities” shall not include any of Seller’s or Cadila Healthcare Limited’s contractual liabilities whatsoever, directly or indirectly, existing prior to or after the Closing Date (the “Contractual 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. 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, 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"):
