Liabilities Assumed and Excluded. (a) At the Closing, Purchaser shall assume and be responsible for the payment, performance, and discharge of the Assumed Liabilities.
Liabilities Assumed and Excluded. In connection with Buyer's ------------------------------------ purchase of the Assets, Buyer shall assume and become responsible for the payment of only those liabilities of Seller that are identified on Schedule 1.2 (the "Liabilities"). Buyer shall assume no other liabilities or obligations of Seller.
Liabilities Assumed and Excluded. As a material inducement and consideration to Seller to enter into this Agreement and perform its obligations hereunder, at the Closing, Purchaser shall assume and discharge the Assumed Liabilities. Except for the Assumed
Liabilities Assumed and Excluded. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall assume the Assumed Liabilities. Notwithstanding the foregoing, Buyer expressly does not assume, and does not agree to and shall not assume, any Excluded Liabilities. Seller shall promptly pay, discharge and perform in full all Excluded Liabilities when and as the same become due.
Liabilities Assumed and Excluded. In connection with CET-DEL's ------------------------------------ purchase of the Assets, CET-DEL shall assume and become responsible for the payment of only that liability of CET-SC that is identified on Schedule 1.2 (the "Liability"). CET-DEL shall assume no other liabilities or obligations of CET-SC. No assets will be purchased or transferred to CET-DEL except as provided in Section 1.1. Specifically, but not limited to, the following assets are excluded: (a) certain current assets (b) real property or leasehold property or improvements, and (c) all trailers owned by CET-SC or Stokes.
Liabilities Assumed and Excluded. In addition to the payment of the Purchase Price as above provided, at the Closing, Buyer shall assume, and agree to pay, perform and fully discharge all of the Assumed Liabilities at and after the Closing. Buyer shall not assume and shall have no liability for, and Sellers shall retain and have full responsibility for the Excluded Liabilities.
Liabilities Assumed and Excluded. In addition to the payment of the -------------------------------- Purchase Price as above provided, at the Closing, Buyer shall assume, and agree to pay, perform and fully discharge all of the Assumed Liabilities at and after the Closing. Buyer shall not assume and shall have no liability for, and Seller shall retain and have full responsibility for the Excluded Liabilities, provided, that with respect to each applicable year through the Closing, on the -------- date which is the later of (i) five (5) years following the Closing or (ii) five (5) years following the date of final notice of program reimbursement for such year, claims for offset or recoupment against post-closing payments pursuant to a Reimbursement Program shall no longer be an Excluded Liability except for claims which have been asserted in writing prior to such date.
Liabilities Assumed and Excluded. In connection with Buyer's purchase of the Assets, Buyer shall not assume and will not become responsible for the payment of any indebtedness of Seller (the "Liabilities"), except that which is incurred during the normal business of the Houston office, unless agreed to by this agreement and identified on Schedule 1.2 (the "Liabilities").
Liabilities Assumed and Excluded. (a) As a material inducement and consideration to Seller to enter into this Agreement and perform its obligations hereunder, at the Closing, Purchaser shall assume, pay, perform and discharge the Assumed Liabilities.
Liabilities Assumed and Excluded. Buyer is not assuming any Liabilities of Seller related to the Purchased Assets, either directly or indirectly, and other than the (i) Assumed Liabilities, and (ii) the Secured Obligations which are being satisfied utilizing a portion of the proceeds of the Purchase Price as set forth in Section 2.3 hereof. The Seller Retained Liabilities will remain the exclusive responsibility of and be retained, paid, performed and discharged exclusively by Seller, and Seller shall indemnify and hold Buyer and Bright Mountain harmless from and against any claim therefore or liability arising therefrom pursuant to Section 9 of this Agreement.
