Assumption of Liabilities of Seller. On the terms and subject to the conditions contained in this Agreement, at the Closing, Seller shall transfer and assign to Buyer, and Buyer shall assume, pay for, perform and discharge from and after the Effective Time, as and when due and payable, the following liabilities of Seller attributable to the Branches and reflected on the books and records of Seller (all of which are collectively referred to herein as the “Assumed Liabilities”):
Assumption of Liabilities of Seller. Subject to SECTION 2.2 ------------------------------------ hereof, as of the Closing Date, Purchaser shall assume responsibility for the performance and satisfaction of the executory obligations and liabilities of Seller arising from and after the Effective Time pursuant to the Contracts assigned pursuant to SECTION 1.1(C), but excluding any obligations or liabilities arising from or relating to any breach or violation of such Contracts by Seller or default under such Contracts by Seller. The executory obligations and liabilities of Seller specifically assume pursuant to this SECTION 2.1 are hereinafter referred to as the "Assumed Liabilities."
Assumption of Liabilities of Seller. 4 Section 1.4 Liabilities to be Retained by Seller. 6
Assumption of Liabilities of Seller. Subject to SECTION 2.2 hereof, ------------------------------------ as of the Closing Date, Purchaser shall assume responsibility for the performance and satisfaction of the executory obligations and liabilities of Seller arising from and after the Effective Time pursuant to the Contracts assigned pursuant to SECTION 1.1(B), the Telephone Contracts assigned pursuant to SECTION 1.1(G) and the Office Lease assigned pursuant to SECTION 1.1(H), but excluding any obligations or liabilities arising from or relating to any breach or violation of such Contracts, Telephone Contracts or Office Lease by Seller or default under such Contracts, Telephone Contracts or Office Lease by Seller. The executory obligations and liabilities of Seller specifically assume pursuant to this SECTION 2.1 are hereinafter referred to as the "Assumed Liabilities."
Assumption of Liabilities of Seller. Subject to Section 2.2 hereof, ------------------------------------ as of the Closing Date, Purchaser shall assume responsibility for the performance and satisfaction of the executory obligations and liabilities of Seller arising from and after the Effective Time pursuant to (a) the Office Leases, (b) the Permits, (c) the CUE Regional Affiliate Agreement, (d) the Service Contracts and (e) the Contracts, but excluding any obligations or liabilities arising from or relating to any breach or violation of the Office Leases, the Permits, the CUE Regional Affiliate Agreement, or the Contracts by Seller or default thereunder by Seller which occur prior to the Closing Date. The executory obligations and liabilities of Seller specifically assume pursuant to this Section 2.1 are hereinafter referred to as the "Assumed Liabilities." The parties acknowledge that they have agreed that Seller may keep and retain monies paid prior to the Closing Date as deposits under Service Contracts, which deposits are in the amount of or measured by reference to the last month's rental under such Service Contracts. Purchaser agrees that, in fulfilling the executory obligations under such Service Contracts, Purchaser will afford to each customer thereunder who has paid such a deposit a credit in the amount of the deposit so paid and will not require payment by such customer of service or other fees to replace such deposit.
Assumption of Liabilities of Seller. In connection with the purchase and sale of the Transferred Assets, it is expressly understood and agreed that Seller shall remain liable for all obligations, responsibilities and liabilities of Seller, whether incurred or accrued in connection with the operation of the Business or otherwise, except only those liabilities and obligations of Seller relating to the Transferred Assets expressly assumed and agreed to be discharged by Purchaser (collectively, the "Assumed Liabilities") under the terms of the Assumption Agreement, in the form attached hereto as Exhibit A, to be executed and delivered at closing. The Assumed Liabilities are those liabilities that are specifically described in Schedule 2.1.
Assumption of Liabilities of Seller. As of the Effective Time, Purchaser shall assume responsibility for the performance of Seller's obligations under the Contracts listed on SCHEDULE 2.1 (the "Assumed Liabilities").
Assumption of Liabilities of Seller. Upon the terms and subject to the conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements contained herein, on the Closing Date (and subject to and conditioned upon the Closing), Purchaser shall assume, and agree to pay, perform and discharge when due, the Assumed Liabilities. Other than the Assumed Liabilities, THE PURCHASER IS NOT ASSUMING, NOR SHALL IT IN ANY MANNER BECOME LIABLE FOR, ANY DEBTS, LIABILITIES, OBLIGATIONS, OR EXPENSES OF ANY KIND OR NATURE WHATSOEVER OF ANY SELLER OR ANY OF ITS AFFILIATES (INCLUDING THE SHAREHOLDER), INCLUDING, WITHOUT LIMITATION, (I) TAXES OF ANY KIND OR ANY DEBTS, LIABILITIES, OBLIGATIONS, OR EXPENSES OF ANY KIND OR NATURE WHATSOEVER RELATING TO SELLERS, THE SHAREHOLDER OR TO THE EXCLUDED ASSETS AND (II) THE EXCLUDED LIABILITIES.
Assumption of Liabilities of Seller. In addition to the ----------------------------------- payment of the Purchase Price, Buyer, at the Closing, subject to the terms and conditions of this Agreement, shall assume and agree to pay, perform or discharge (i) the rents, taxes and utilities to the extent related to the period from and after the Closing as set forth on Schedule 1.6 (the "Specified Rents, ------------ Taxes and Utilities"), and (ii) the obligations of Seller under the Assumed Contracts (including herein any equipment leases entered into by Seller in connection with the Business) arising or accruing on and after the Closing Date in accordance with the terms thereof, (collectively, including the Specified Rents, Taxes and Utilities, the "Assumed Liabilities"). In the event of a conflict between the terms and provisions of this (S)1.6 and those of Schedule -------- 1.6, those of Schedule 1.6 shall control. --- ------------
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