Common use of Insight Assumed Obligations and Liabilities Clause in Contracts

Insight Assumed Obligations and Liabilities. As of the Closing, ------------------------------------------- Insight will assume and after the Closing, Insight will pay, discharge and perform the following (the "Insight Assumed Obligations and Liabilities"): (a) those obligations and liabilities accruing and relating to periods after the Closing Time under or with respect to the AT&T Assets assigned and transferred to Insight at the Closing; (b) those obligations and liabilities of AT&T Illinois to customers of AT&T's Cable Business for (i) subscriber deposits related to the AT&T Systems held by AT&T Illinois as of the Adjustment Time in the amount for which Insight received credit under Section 3.2 and (ii) customer, advertising and other advance payments held by AT&T Illinois as of the Adjustment Time in the amount for which Insight received credit under Section 3.2; (c) all obligations and liabilities accruing and relating to AT&T's Cable Business prior to the Adjustment Time in respect of which Insight received a credit pursuant to Section 3.2; and (d) all other remaining obligations and liabilities accruing and relating to periods after the Closing Time and arising out of the ownership of the AT&T Assets or operation of the AT&T Systems after the Closing Time, except to the extent that such obligations or liabilities relate to any AT&T Excluded Asset. It is understood and agreed that at the closing of the Contribution, the Partnership shall assume the Insight Assumed Obligations and Liabilities to the extent related to the period from and after the "Closing Time" or the "Adjustment Time," as applicable, under the Contribution Agreement for the benefit of AT&T Illinois and its Affiliates and upon such assumption, Insight shall have no further obligation or liability in respect of the same to the extent assumed by the Partnership. All obligations and liabilities, contingent, fixed or otherwise, arising out of or relating to the AT&T Assets or the AT&T Systems other than the Insight Assumed Obligations and Liabilities will remain and be the obligations and liabilities solely of AT&T Illinois including any obligation, liability or claim relating to or arising pursuant to (x) rate refunds to subscribers of the AT&T Systems with respect to rates charged to such subscribers during periods through and including the Closing Time, (y) litigation commenced prior to, or related to an event occurring at any time prior to the Closing Time, or (z) any AT&T Excluded Asset, including the Media One Social Contract and, subject to Section 7.19, the pending Settlement Agreement and Release that may relate to certain of the AT&T Systems with respect to late fees charged by them, a copy of which, in the form submitted to the courts, has been provided to Insight by AT&T (the "AT&T Late Fee Settlement").

Insight Assumed Obligations and Liabilities. As of the Closing, ------------------------------------------- Insight will assume and after the Closing, Insight will pay, discharge and perform the following (the "Insight Assumed Obligations and Liabilities"): (a) those obligations and liabilities accruing and relating to periods after the Closing Time under or with respect to the AT&T TCI Assets assigned and transferred to Insight at the Closing; (b) those obligations and liabilities of AT&T Illinois TCI to customers of AT&TTCI's Cable Business for (i) subscriber deposits related to the AT&T TCI Systems held by AT&T Illinois TCI as of the Adjustment Time Closing Date in the amount for which Insight received credit under Section 3.2 and (ii) customer, advertising and other advance payments held by AT&T Illinois TCI as of the Adjustment Time Closing Date in the amount for which Insight received credit under Section 3.2; (c) all obligations and liabilities accruing and relating to AT&TTCI's Cable Business prior to the Adjustment Closing Time in respect of which Insight received a credit pursuant to Section 3.2; and (d) all other remaining obligations and liabilities accruing and relating to periods after the Closing Time and arising out of the Insight's ownership of the AT&T TCI Assets or operation of the AT&T TCI Systems after the Closing Time, except to the extent that such obligations or liabilities relate to any AT&T TCI Excluded Asset. It is understood and agreed that at the closing of following the Contribution, the Partnership Company shall assume the Insight Assumed Obligations and Liabilities to the extent related to the period from and after the "Closing Time" or the "Adjustment Time," as applicable, under the Contribution Agreement for the benefit of AT&T Illinois and its Affiliates TCI and upon such assumption, Insight shall have no further obligation or liability in respect of the same to the extent assumed by the PartnershipCompany. All obligations and liabilities, contingent, fixed or otherwise, arising out of or relating to the AT&T TCI Assets or the AT&T TCI Systems other than the Insight Assumed Obligations and Liabilities will remain and be the obligations and liabilities solely of AT&T Illinois TCI including any obligation, liability or claim relating to or arising pursuant to (x) rate refunds to subscribers of the AT&T TCI Systems with respect to rates charged to such subscribers during periods through and including the Closing Time, (y) litigation commenced prior to, or related to an event occurring at any time prior to the Closing Time, or (z) any AT&T Excluded Asset, including the Media One Social Contract and, subject to Section 7.19, the pending Settlement Agreement and Release that may relate to certain of the AT&T Systems with respect to late fees charged by them, a copy of which, in the form submitted to the courts, has been provided to Insight by AT&T (the "AT&T Late Fee Settlement").,

Insight Assumed Obligations and Liabilities. As of the Closing, ------------------------------------------- Insight will assume and after the Closing, Insight will pay, discharge and perform the following (the "“Insight Assumed Obligations and Liabilities"): ”): (a) those obligations and liabilities accruing and relating to periods after the Closing Time under or with respect to the AT&T Assets assigned and transferred to Insight at the Closing; (b) those obligations and liabilities of AT&T Illinois Broadband to customers of AT&T's ’s Cable Business for (i) subscriber deposits related to the AT&T Systems held by AT&T Illinois Broadband as of the Adjustment Closing Time in the amount for which Insight received credit under Section 3.2 and (ii) customer, advertising and other advance payments held by AT&T Illinois Broadband as of the Adjustment Closing Time in the amount for which Insight received credit under Section 3.2; (c) all obligations and liabilities accruing and relating to AT&T's ’s Cable Business prior to the Adjustment Closing Time in respect of which Insight received a credit pursuant to Section 3.2; and (d) all other remaining obligations and liabilities accruing and relating to periods after the Closing Time and arising out of the ownership of the AT&T Assets or operation of the AT&T Systems after the Closing Time, except to the extent that such obligations or liabilities relate to any AT&T Excluded Asset. It is understood and agreed that at the closing of the Contribution, the Partnership shall assume the Insight Assumed Obligations and Liabilities to the extent related to the period from and after the "Closing Time" or the "Adjustment Time," as applicable, under the Contribution Agreement for the benefit of AT&T Illinois and its Affiliates and upon such assumption, Insight shall have no further obligation or liability in respect of the same to the extent assumed by the Partnership. All obligations and liabilities, contingent, fixed or otherwise, arising out of or relating to the AT&T Assets or the AT&T Systems other than the Insight Assumed Obligations and Liabilities will remain and be the obligations and liabilities solely of AT&T Illinois Broadband including any obligation, liability or claim relating to or arising pursuant to (x) rate refunds to subscribers of the AT&T Systems with respect to rates charged to such subscribers during periods through and including the Closing Time, (y) litigation commenced prior to, or related to an event occurring at any time prior to the Closing Time, or (z) any AT&T Excluded Asset, including the Media One Social Contract and, subject to Section 7.19, the pending Settlement Agreement and Release that may relate to certain of the AT&T Systems with respect to late fees charged by them, a copy of which, in the form submitted to the courts, has been provided to Insight by AT&T (the "AT&T Late Fee Settlement").

Insight Assumed Obligations and Liabilities. As of the Closing, ------------------------------------------- Insight will assume and after the Closing, Insight will pay, discharge and perform the following (the "Insight Assumed Obligations and Liabilities"): (a) those obligations and liabilities accruing and relating to periods after the Closing Time under or with respect to the AT&T Assets assigned and transferred to Insight at the Closing; (b) those obligations and liabilities of AT&T Illinois to customers of AT&T's Cable Business for (i) subscriber deposits related to the AT&T Systems held by AT&T Illinois as of the Adjustment Closing Time in the amount for which Insight received credit under Section 3.2 and (ii) customer, advertising and other advance payments held by AT&T Illinois as of the Adjustment Closing Time in the amount for which Insight received credit under Section 3.2; (c) all obligations and liabilities accruing and relating to AT&T's Cable Business prior to the Adjustment Closing Time in respect of which Insight received a credit pursuant to Section 3.2; and (d) all other remaining obligations and liabilities accruing and relating to periods after the Closing Time and arising out of the ownership of the AT&T Assets or operation of the AT&T Systems after the Closing Time, except to the extent that such obligations or liabilities relate to any AT&T Excluded Asset. It is understood and agreed that at the closing of the Contribution, the Partnership shall assume the Insight Assumed Obligations and Liabilities to the extent related to the period from and after the "Closing Time" or the "Adjustment Time," as applicable, under the Contribution Agreement for the benefit of AT&T Illinois and its Affiliates and upon such assumption, Insight shall have no further obligation or liability in respect of the same to the extent assumed by the Partnership. All obligations and liabilities, contingent, fixed or otherwise, arising out of or relating to the AT&T Assets or the AT&T Systems other than the Insight Assumed Obligations and Liabilities will remain and be the obligations and liabilities solely of AT&T Illinois including any obligation, liability or claim relating to or arising pursuant to (x) rate refunds to subscribers of the AT&T Systems with respect to rates charged to such subscribers during periods through and including the Closing Time, (y) litigation commenced prior to, or related to an event occurring at any time prior to the Closing Time, or (z) any AT&T Excluded Asset, including the Media One Social Contract and, subject to Section 7.19, the pending Settlement Agreement and Release that may relate to certain of the AT&T Systems with respect to late fees charged by them, a copy of which, in the form submitted to the courts, has been provided to Insight by AT&T (the "AT&T Late Fee Settlement").