Assumption of Liabilities by Purchaser. On the Closing Date, -------------------------------------- Purchaser shall assume and agree to discharge and perform, as and when due, all liabilities and obligations of the Triton Entities accruing, arising out of or directly relating to events or occurrences on or after the Closing Date with respect to any Purchased Asset (collectively, the "Assumed Liabilities"). With the exception of the Assumed Liabilities, no obligation or liability of the Triton Entities or relating to the Purchased Assets of any nature whatsoever (whether express or implied, fixed or contingent, liquidated or unliquidated, known or unknown, accrued, due or to become due), is being assumed by Purchaser, nor shall Purchaser be liable to pay, perform or discharge any such obligation or liability, including (a) that certain agreement between Triton Property Company and Apex Site Management dated as of December 23, 1998, (b) any liability of the Triton Entities relating to completion of construction of any Purchased Assets listed on Schedule 1.2(c), (c) any other contractual obligation --------------- of the Triton Entities relating to the ownership and operation of the Purchased Assets, other than those expressly included in the Purchased Assets and (d) any debt of the Triton Entities to third parties.
Assumption of Liabilities by Purchaser. Subject to the terms and conditions of this Agreement, from and after the Closing, Purchaser shall absolutely and irrevocably assume and discharge when due only the following Liabilities of Sellers and their Affiliates (other than the Transferred Entities):
(a) all Liabilities arising out of or relating to the ownership, use or possession of the Transferred Assets after the Effective Time;
(b) all Liabilities arising out of or relating to the Business or the conduct thereof after the Effective Time;
(c) all Liabilities with respect to the Business set forth on the Financial Statements or the notes thereto or which arise after the Reference Date in the ordinary course, in each case to the extent not satisfied prior to the Effective Time;
(d) all trade accounts payable of any Seller, whether recorded or unrecorded, to divisions or Affiliates of Sellers that are Transferred Entities or other parts of the Business transferred pursuant to this Agreement;
(e) all Taxes relating to the Business, the conduct thereof, or the ownership, use or possession of the Transferred Assets after the Effective Time (including Taxes for any Straddle Period which are allocable pursuant to Section 10.3(d) to the portion of the Straddle Period beginning on the Closing Date), other than Retained Taxes (it being understood, for the avoidance of doubt, that notwithstanding any other provision of this Section 1.6, only such Taxes as are described in this Section 1.6(e) shall be assumed by Purchaser);
(f) all Liabilities with respect to the employment or termination of employment of all Employees and Former Employees, in each case to the extent provided under Article 7, and all Liabilities under or with respect to the Assumed Benefit Plans;
(g) all Liabilities under or with respect to the Transferred Contracts, Intellectual Property Licenses and Transferred Permits, whether arising before, on or after the Effective Time (other than to the extent that such Liabilities arise out of a breach or default by Sellers or their Affiliates in the period prior to the Effective Time);
(h) all Liabilities arising out of or relating to any Business Intellectual Property, whether arising before, on or after the Effective Time, including maintenance fees and any costs, expenses and other fees associated or incurred in connection with the enforcement of such Business Intellectual Property against a third party as a result of such third-party infringement or misappropriation;
(i) all Liabilities relatin...
Assumption of Liabilities by Purchaser. Subject to the terms and -------------------------------------- conditions of this Agreement, Seller will assign to Purchaser all of its right, title and interest in and to the Contracts listed as "Assigned Contracts" on Exhibit G hereto, and Purchaser will assume and agree to perform Seller's duties and obligations thereunder accruing on and after the date of Closing, pursuant to the Assignment.
Assumption of Liabilities by Purchaser. 4.1 Anything hereinabove contained to the contrary notwithstanding, Purchaser shall not assume any liabilities of Seller with the exception of the Customer agreements (Exhibit C) and employee contracts (Exhibit D) Purchaser in its sole discretion agrees in writing to assume.
Assumption of Liabilities by Purchaser. Purchaser will, on behalf of Seller, prepare an unaudited balance sheet and income statement of Seller for the period April 1, 1996 through the Closing Date (the "Closing Date Stub Financials") in accordance with generally accepted accounting principles, subject to the absence of notes that would customarily be included in a financial statement prepared in accordance with generally accepted accounting principles. Purchaser shall assume, pay, perform and discharge, and, as the case may be, take subject to, the obligations and liabilities of Seller as specifically set forth in the Closing Date Stub Financials; provided, however, that Purchaser shall not be responsible in any manner whatsoever for (i) obligations and liabilities of Seller which exceed the assets of Seller by $372,000; (ii) obligations and liabilities of Seller related in any manner whatsoever to a breach by Seller or the Shareholders of any of their representations and warranties set forth herein; (iii) any and all taxes assessed on either Seller or the Shareholders relating to the transactions contemplated hereby; or (iv) any and all legal, accounting and other professional fees of the professionals representing Seller and the Shareholders in the transactions contemplated hereby. Seller expressly acknowledges and agrees that in the event any receivables listed in the Closing Date Stub Financials are not collected within 90 days of the Closing Date, such receivables shall not be deemed an asset of Seller for the purposes of this Agreement.
Assumption of Liabilities by Purchaser. On the Closing Date, Purchaser shall assume and agree to discharge and perform, as and when due, (a) the liabilities and obligations of Seller with respect to the pre-Closing Date Period which are set forth on Schedule 1.4 (which shall be prepared by Purchaser) and (b) any liabilities and obligations of Seller incurred during the Management Period consistent with the terms of the Management Agreement, in each case except for the Excluded Liabilities (as hereinafter defined) (collectively the "Assumed Liabilities").
Assumption of Liabilities by Purchaser. On the Closing Date, Purchaser shall assume and agree to discharge and perform, as and when due, the following liabilities and obligations of the Triton Entities (collectively the "Assumed Liabilities"):
(a) those Liabilities accruing, arising out of, or relating to events or occurrences after the Closing Date under any Contract that is a Purchased Asset; and
(b) amounts reflected as Current Liabilities on the Closing Date Balance Sheet, to the extent that such Current Liabilities are included in the calculation of Net Working Capital.
Assumption of Liabilities by Purchaser. As additional consideration for the assignment and transfer of the Acquired Assets, and except as otherwise provided in Section 5(b) hereof, effective the Closing Date, Purchaser shall assume all liabilities of the Business, including liabilities of IBH pursuant to lease obligations related to fixed assets and office space rental, accrued employee benefits (including but not limited to accrued vacation benefits), and liabilities and obligations under the customer contracts transferred or to be transferred by IBH to Purchaser following the date of transfer of the Acquired Assets including, without limitation those liabilities listed on SCHEDULE 5 hereto collectively, (the "ASSUMED LIABILITIES").
Assumption of Liabilities by Purchaser. Subject to the terms and conditions of this Agreement, Seller will assign to Purchaser all of its right, title and interest in and to the Leases and the Contracts, and Purchaser will assume and agree to perform, from and after the Closing Date, Seller’s duties and obligations thereunder first accruing on and after the date of Closing. Notwithstanding the preceding sentence, Purchaser shall not be required to adopt or assume any Contract which Purchaser has requested Seller to terminate effective as of the Closing. The provisions of this Section 12.2 shall survive Closing.
Assumption of Liabilities by Purchaser. On and after Closing, Purchaser shall not bear or be responsible for any duties, liabilities, costs, expenses or obligations of ownership attributable to the Assets prior to the Effective Time (including, but not limited to, the gross negligence or willful misconduct on the part of Seller or an Affiliate of Seller), except as follows ("Purchaser's Assumed Liabilities"):
(a) any claims by any party other than Seller, Purchaser, or Affiliates of Seller or Purchaser for damages up to an aggregate of $1,000,000, arising out of (i) a partial or complete loss of Marketable Title if such claims are raised on or before the date two (2) years after Closing and (ii) any General Claims if such claims are raised on or before the date two (2) years after Closing;
(b) any claims by any party other than Seller, Purchaser, or Affiliates of Seller or Purchaser for damages arising out of (i) a partial or complete loss of Marketable Title if such claims are raised after the two (2) year period after Closing and (ii) and General Claims if such claims are raised after the two (2) year period after Closing (provided, however, Purchaser shall not bear or be responsible for any claim attributable to the Assets prior to the Effective Time arising from or related to the issues raised in the letter from SASI Minerals Comxxxx dated February 1, 1995, to Coastal Oil & Gas Corporation and Tesoro E&P Company, L.P.);
(c) any Accounting Claims raised after 240 days after Closing described in Article 11;
(d) all Environmental Claims; and
(e) any adverse judgment in connection with the Guerra Lawsuit (provided, however, Purchaser shall not be responsible for litigation costs, attorneys fees and court costs attributable to the period of time prior to Closing).
