Assumption of Liabilities; Excluded Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, Buyer shall assume and pay, discharge, perform or otherwise satisfy only the following Liabilities of Sellers (collectively, the “Assumed Liabilities”):
Assumption of Liabilities; Excluded Liabilities. (a) Subject to satisfaction of the terms and conditions hereof, including the transfer of the Assets to Buyer, as of and after the Closing, Buyer will pay, perform, and assume the following liabilities of Seller and will perform the following duties, responsibilities and obligations of Seller that are to be paid or performed from and after the Closing Date:
Assumption of Liabilities; Excluded Liabilities. Except for the Assumed Contracts listed in Exhibit C, the Buyer shall not assume or be bound by any obligations or liabilities of the Sellers or any Affiliate of the Sellers of any kind or nature, known, unknown, accrued, absolute, contingent or otherwise, whether now existing or hereafter arising.
Assumption of Liabilities; Excluded Liabilities. Subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing and as of the Closing Date, Purchaser shall assume and shall agree to pay, perform and discharge when due, all liabilities and obligations of the Asset Sellers relating to the Business or the Purchased Assets other than the Excluded Liabilities (as defined below), whether fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof, including all liabilities and obligations under the Contracts assigned pursuant to Section 2.1 to the extent such Contracts are assigned, including to the extent such liabilities and obligations are unpaid, undelivered or unperformed on the Closing Date (the "Assumed Liabilities"). It is expressly agreed that the Asset Sellers will retain, and neither Purchaser nor any of its Subsidiaries shall assume, the liabilities described in Exhibit E (collectively, the "Excluded Liabilities").
Assumption of Liabilities; Excluded Liabilities. (a) Subject to the terms and conditions of this Agreement, TRW shall cause Holdings, in partial consideration for the transfers described in Section 1.2, to assume all Automotive Liabilities and on a timely basis shall pay, satisfy and discharge (or cause to be paid, satisfied and discharged) all Automotive Liabilities.
Assumption of Liabilities; Excluded Liabilities. (a) On the terms and subject to the conditions set forth herein, at the time of the Contribution, Opco shall assume, effective as of the Closing, the Assumed Liabilities. For the avoidance of doubt, Canadian Liabilities shall remain Liabilities of the Canadian Sub.
Assumption of Liabilities; Excluded Liabilities. (a) Subject to the terms and conditions of this Agreement, at the Closing, the Seller and the Buyer agree that the Buyer will not assume or pay any liabilities or obligations of the Seller, other than relating to the Assumed Contracts.
Assumption of Liabilities; Excluded Liabilities. (a) Subject to the terms and conditions of this Contribution Agreement, effective at Closing, HNS shall transfer, or cause one of Parent's Affiliates to transfer to Newco, and Newco shall assume and accept from HNS and one or more of Parent's Affiliates, if applicable, the Assumed Liabilities. The "
Assumption of Liabilities; Excluded Liabilities. Subject to the terms and conditions set forth herein, at the Closing Buyer shall assume only the following liabilities of Seller (the “Assumed Liabilities”): (a) all Current Liabilities (as defined in Section 1.5 below) of a fixed amount on the Closing Working Capital Statement (as defined in Section 1.5 below); and (b) Seller’s obligations incurred under the Assigned Contracts (as defined in Section 3.12 below), in each case to the extent such obligations referred to in this clause (b) are by the terms of any such contract required to be performed or paid after the Effective Date and do not arise out of or in connection with any pre-Closing breach thereof. Other than the Assumed Liabilities, Buyer shall not assume any liabilities or obligations of Seller of any kind, whether known or unknown, contingent, matured or otherwise, whether currently existing or hereinafter created (such other liabilities and/or obligations, “Excluded Liabilities”). For the avoidance of doubt, “Excluded Liabilities” includes, without limitation, any liability and/or obligation to the extent that it relates to or is alleged to relate to (i) any environmental, health or safety matter or condition existing on or before the Effective Date with respect to Seller, the Business, the Purchased Assets or the Real Property, including any liability and/or obligation relating to any Environmental Law (as defined in Section 3.17 below), including, but not limited to, any Environmental Claim (as defined in Section 3.17 below) arising out of conditions at the Real Property, which conditions are present prior to the Closing but first disclosed or identified in environmental reports prepared after the Closing (but no later than six (6) months after the Closing), (ii) any products previously sold or sold as of the Effective Date, and/or services previously provided or provided as of the Effective Date, by or on behalf of Seller, (iii) any pre-Closing obligations of Seller to employees, including any accrued vacation or sick pay or paid leave or time off from work, (iv) any taxes of Seller, and (v) any events, conditions, circumstances or periods that occurred or existed on or prior to the Closing.
Assumption of Liabilities; Excluded Liabilities. At the Closing, upon the terms and subject to the conditions contained herein, Purchaser shall assume, and agree to be responsible for and comply with, the following (collectively, the "Assumed Liabilities"): all of Sellers' duties, obligations and liabilities arising after the Closing Date (as hereinafter defined) under the Software Licenses, the Real Property Lease, the Customer Contracts and the contracts listed on Schedule 1.4 (collectively, the "Assigned Contracts") and the liabilities and obligations of Purchaser as set forth in Sections 4.5 and 4.7. Other than the Assumed Liabilities, Purchaser does not and will not assume, and hereby expressly disclaims any assumption of, any duties, debts, liabilities or obligations (absolute or contingent) of any kind of Sellers (or any predecessor of Sellers or any prior owner of all or part of the Webcasting Business and the Assets) of whatever nature, whether presently in existence or arising hereafter, including but not limited to (collectively, the "Excluded Liabilities"): (a) all of Sellers' duties, debts, obligations and liabilities arising on or prior to the Closing Date; (b) all liabilities and obligations for accounts payable arising on or prior to the Closing Date; (c) all liabilities and obligations relating to indebtedness for borrowed money; (d) all liabilities and obligations of Sellers for any Taxes (as defined in Section 3.1(k)(vii)), including, without limitation, any liability of Sellers for the Taxes of any other person under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract or otherwise and any Taxes which may arise out of or be assessable in respect of the transactions contemplated by this Agreement, other than any such liabilities and obligations for Taxes that Purchaser is liable pursuant to Section 4.5; (e) all liabilities and obligations arising out of, relating to or otherwise in connection with any actual or threatened claims or litigation with respect to the operation of the Webcasting Business or any events, actions, occurrences, omissions, circumstances or conditions occurring or existing on or prior to the Closing Date (whether asserted prior to, on or after the Closing Date), including, without limitation, any such liabilities or obligations relating to any products sold or services rendered by Sellers prior to the date hereof; (f) all liabilities and obligations of any kind in respect of any...
