ASSUMPTION OF SPECIFIC LIABILITIES. In addition to the payment of the Assumed Debt, Buyer agrees to perform all of Seller's contractual obligations related to the Customer Contracts to the extent, and only to the extent, such obligations first mature and are required to be performed after the close of business on the Closing Date.
ASSUMPTION OF SPECIFIC LIABILITIES. Purchaser agrees to perform all of the Sellers' contractual obligations related to the Assets and the Business to the extent, and only to the extent, such obligations have been expressly assumed by Purchaser hereunder and that they first mature and are required to be performed by Purchaser after the close of business on the Closing Date. Purchaser agrees to indemnify and hold Sellers harmless from all expenses, losses, costs, deficiencies, liabilities and damages arising solely from events occurring after the Closing related to Purchaser's ownership of the Assets and Purchaser's conduct of the Business.
ASSUMPTION OF SPECIFIC LIABILITIES. At the Closing, Buyer shall assume and shall thereafter pay, discharge and perform in the ordinary course and without enlarging the rights of any third party, the liabilities and obligations appearing in Schedule 7.2 and the following liabilities and obligations (collectively, the “Assumed Liabilities”):
(a) the Contracts,
(b) the leases listed on Schedule 7.2(b), except that Buyer shall not be responsible for any payments under any such leases which relate to periods prior to the Closing;
(c) the liabilities and obligations related to the operation of the Business and Assets incurred on or after the Closing Date; and
(d) any and all other liabilities and obligations of any kind or nature, including but not limited to taxes, acts or omissions of Buyer and its Affiliates, accruing on or after the Closing Date regarding the Business and the Assets and Buyer’s obligations under this Agreement and any document executed pursuant hereto.
ASSUMPTION OF SPECIFIC LIABILITIES. Effective as of the Closing Date, Buyer shall assume those liabilities of Seller listed on EXHIBIT "B" attached hereto (the "Assumed Liabilities"). It is specifically understood and agreed, however, that any payments due or liabilities incurred by Seller relating to the Assumed Liabilities prior to the Closing Date which have not been paid shall be paid by Seller. Buyer shall assume only the obligations of Seller for future performance under the terms of each Assumed Liability. Nothing contained in this Agreement or in any of the documents or certificates delivered pursuant hereto or contemplated hereby shall ever be deemed to constitute an assumption by Buyer or agreement by Buyer to assume any liability of Seller other than the Assumed Liabilities as expressly provided in this Section 2.4.
ASSUMPTION OF SPECIFIC LIABILITIES. At the Closing, Buyer shall assume and shall thereafter pay, discharge and perform in the ordinary course and without enlarging the rights of any third party, the liabilities and obligations appearing in Schedule 7.2 and the following liabilities and obligations (collectively, the "Assumed Obligations"):
(a) the Contracts, except that Buyer shall not be responsible for any payments or the performance of any obligations under any such Contracts which relate to periods prior to the Closing; and
(b) [intentionally omitted] (c) the liabilities and obligations related to the operation of the Business after the Closing Date, except for all such liabilities and obligations arising out of facts and circumstances existing prior to the Closing Date.
ASSUMPTION OF SPECIFIC LIABILITIES. Purchaser and SkyLynx agrees to perform all of the Sellers' contractual obligations related to the Assets and the Business to the extent, and only to the extent, such obligations have been expressly assumed by Purchaser or SkyLynx hereunder and that they first mature and are required to be performed by Purchaser or SkyLynx after the close of business on the Closing Date. Purchaser and SkyLynx agree to indemnify and hold Sellers harmless from all reasonable expenses, losses, costs, deficiencies, liabilities and damages, including attorneys' fees, arising solely from events occurring after the Closing related to Purchaser's ownership of the Assets and Purchaser's conduct of the Business.
ASSUMPTION OF SPECIFIC LIABILITIES. At the Closing, Buyer shall assume and shall thereafter pay, discharge and perform in the ordinary course and without enlarging the rights of any third party, the liabilities and obligations appearing in Schedule 7.2 and the following liabilities and obligations (collectively, the "Assumed Obligations"):
(a) the Contracts, except that Buyer shall not be responsible for any payments or the performance of any obligations under any such Contracts which relate to periods prior to the Closing; and
(b) the leases listed on Schedule 7.2(b), except that Buyer shall not be responsible for any payments under any such leases which relate to periods prior to the Closing;
(c) the liabilities and obligations related to the operation of the Business after the Closing Date, except for all such liabilities and obligations arising out of facts and circumstances existing prior to the Closing Date; and
(d) the note of Seller to Cornerstone Bank dated November 4, 2004 in the principal amount of $127,645.00 with respect to a 2005 Peterbilt Model 357 Serial #1NPALUOXX5N845876.
ASSUMPTION OF SPECIFIC LIABILITIES. At the Closing, Buyer shall assume and shall subsequently pay, honor and discharge when due and payable and otherwise in accordance with the relevant governing agreements as the same shall exist on the Closing Date:
3.6.1. any and all liabilities, obligations and commitments of Seller for unfilled purchase orders entered into by Seller in the ordinary course of business and listed on Schedule 3.6.1;
3.6.2. any and all liabilities, obligations and commitments of Seller for unfilled sales orders for the Technology and any products incorporating the Technology entered into by Seller in the ordinary course of business and listed on Schedule 3.6.2;
3.6.3. any and all liabilities, obligations and commitments of Seller under other contracts, leases, arrangements and agreements to the extent listed on Schedule 4.15.1; PROVIDED that Buyer shall not assume liabilities, obligations or commitments of Seller relating to (i) any tax liabilities or similar assessments arising from the conduct of any business or occurrences prior to the Closing Date; (ii) any liabilities for breach or default by Seller under any contract, lease or agreement assigned to Buyer hereunder; (iii) any liability with respect to any claim, suit, action or judicial or arbitral proceeding (a) made or pending or commenced against Seller on or prior to the Closing Date or (b) made or commenced after the Closing Date in respect of any action, omission or condition to the extent existing or occurring prior to the Closing Date; (iv) any pension or profit sharing plan benefit, continuation, premium, withdrawal or other liability, severance liability, funding deficiency, worker's compensation, employee life and health insurance or similar liability to any employee or former employee of Seller, including, without limitation, any such liability under any multi-employer or single-employer plan, contract or arrangement (including, without limitation, any plan or other instrument referred to in Schedule 4.21), or any other liability in respect of any employee attributable to or in respect of any period prior to the Closing Date, whether or not reflected on the Closing Balance Sheet; (v) any consulting agreements or employment agreements except for the employment agreements listed under the heading "Agreements Assumed" on Schedule 4.15.2; (vi) any liability or obligation of Seller not expressly assumed by Buyer pursuant to this Section 3.6.
ASSUMPTION OF SPECIFIC LIABILITIES. Buyer shall assume only those liabilities of the Business or of the Seller listed on Schedule 3.4 as the Assumed Liabilities or as otherwise specifically described in this Agreement, including all accounts payable related to the Business and open purchase orders related to the Business, as adjusted by updated Schedule 3.4 furnished in conjunction with the Purchase Price Adjustment in Section 4.1 and the Post Closing Finalization of Adjustment in Section 4.2. Seller shall remain responsible for, and shall pay all liabilities and obligations of Seller and the Business arising prior to the Closing Date except for the Assumed Liabilities.
ASSUMPTION OF SPECIFIC LIABILITIES. Purchaser and SkyLynx agrees to perform all of the Sellers' contractual obligations related to the extent, and only to the extent, such obligations have been expressly assumed by Purchaser or SkyLynx hereunder and that they first mature and are required to be performed by Purchaser or SkyLynx after the close of business on the Closing Date ("Assumed Liabilities"). For purposes of this Agreement, Assumed Liabilities shall mean the obligations from and after the Closing Date, relating to the equipment leases, business and dial-up Customer Accounts, Assumed Contracts, and real property and equipment leases and such other indebtedness, all as more fully set forth in Schedule 1.3. Notwithstanding anything contained herein to the contrary, Purchaser is not assuming any obligations which accrued or arose prior to the Closing Date, regardless of when such claims, demands, suits may be made or filed.
