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, 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. 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):
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"):
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. 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. 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"):
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. 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. Purchaser shall not assume or perform, pay or discharge any obligations or liabilities relating to the Portfolio Residual. Further, Purchaser shall not indemnify Seller for or hold Seller harmless from and against any liabilities relating to the Portfolio Residual. All liabilities shall remain with Seller and Seller shall indemnify and hold Purchaser harmless from or against any claims in respect of liabilities arising or relating to events prior to the conclusion of the Payment Period, including all Retained Liabilities (as defined below).
