Liabilities Assumed by Buyer. As further consideration for consummation of the Transactions, at the Closing, Buyer shall assume and agree to thereafter pay when due and discharge the Assumed Liabilities. Buyer shall not assume nor be liable for any Liabilities of Sellers other than the Assumed Liabilities. Buyer is not a successor to Seller. Except as to the Assumed Liabilities, none of Buyer, Buyer's Representatives or its or their Affiliates shall have any liability for claims against Sellers (whether or not currently known) as a result of Buyer's purchase of the Acquired Assets or the consummation of the Transactions hereunder. The Sale Order shall provide that Buyer shall not assume or be liable for any Liabilities of Sellers other than the Assumed Liabilities. Unless otherwise expressly agreed, the Assumed Liabilities shall exclude, and Buyer shall not by this Agreement be deemed to assume or to become responsible for or subject to any liability of any of Sellers, or otherwise in respect of the Business or the Acquired Assets, of any nature, including, without limitation, the following (collectively, the "EXCLUDED LIABILITIES"):
(a) any Liability for Taxes, incurred or suffered by Sellers in the conduct of, or relating to, the Business or the Acquired Assets prior to Closing or incurred by Sellers with respect to any of the transactions contemplated hereby;
(b) any Liability, whether civil or criminal in nature, arising out of any actual or alleged violations by Sellers which occurred, or which are alleged to have occurred, prior to Closing, or by any previous owner of any of the Acquired Assets, of any Regulation or Order;
(c) any Liability arising under any contract or agreement other than the Assumed Contracts;
(d) any Liability of Sellers under unsatisfied purchase obligations;
(e) any Liability of Sellers for any refunds, rebates (other than Customer Rebates), discounts or other such sums, whether falling due before or after the Closing Date;
(f) any Liability of Sellers including, without limitation, inter-company interest payable and accounts payable or any liabilities owed by Sellers to any shareholder, investor, member, partner, equity participant or other Person having an interest in any of Sellers;
(g) any Liability of Sellers for legal, accounting and other professional services rendered to Sellers;
(h) any Liability of Sellers sought to be imposed upon Buyer or arising out of any claim to the extent based upon an event occurring, or a claim arising, (i) prior to Closi...
Liabilities Assumed by Buyer. Buyer shall pay and otherwise perform when due the obligations of Seller: (a) under the Store Leases and the Assumed Contracts relating to periods after the Closing Date (as defined in Section 6 below); and (b) to Seller's current employees only for accrued but unused PTO (paid time-off) including, without limitation, accrued but unused sick leave, family leave and vacation time for those employees that Buyer, in the exercise of its sole judgment, elects to employ as provided in Section 3.3 below (collectively the "Assumed Liabilities").
Liabilities Assumed by Buyer. Buyer shall, effective as of the Closing and without any further responsibility or liability of or recourse to Seller, or its directors, shareholders, officers, partners, employees, agents, consultants, representatives, successors, transferees or assignees, absolutely and irrevocably assume and shall be liable and responsible for the claims, liabilities, and obligations of Seller with respect to the Assets, whether or not disclosed to Buyer, and whether or not occurring or arising prior to, at or after Closing.
Liabilities Assumed by Buyer. In addition to payment of the Purchase Price, except for the Excluded Obligations (as defined below), Buyer shall assume, as of the Closing Date, the Liabilities of Seller relating to the Business listed on Schedule 2.5(a) attached hereto. Such obligations and liabilities to be assumed by Buyer pursuant to this Agreement are sometimes collectively referred to herein as the "Assumed Liabilities."
Liabilities Assumed by Buyer. Section 2.2. Liabilities Not Assumed by Buyer.................3
Liabilities Assumed by Buyer. 11 3.2. Liabilities Not Assumed by Buyer..............................................12
Liabilities Assumed by Buyer. (a) Subject to Section 3.2, at the Closing, Buyer will assume, as of the Closing Date, and will subsequently pay, honor and discharge when due and payable and otherwise in accordance with their terms, the following liabilities and obligations of Seller to the extent existing on the Closing Date:
(i) (x) all liabilities reflected on the November 1998 Balance Sheet and (y) all such liabilities of the same categories as those reflected on the November 1998 Balance sheet arising thereafter and to the extent reflected on the Closing Date Balance Sheet as finally determined in accordance with this Agreement, in the case of liabilities described in clauses (x) and (y) of this clause 3.1(a)(i), to the extent that such liabilities were not incurred in breach of this Agreement, and in each case, other than Indebtedness described in Section 3.2(a)(vi);
(ii) all liabilities and obligations under Contracts to which Seller is a party, including those that (A) are disclosed in SCHEDULE 6.1.11(a) and SCHEDULE 6.1.15(b) and (B) have been entered into by Seller in the Ordinary Course of Business prior to the Closing Date, in each case, other than contracts to which Seller is a party that are entered into by Seller in breach of this Agreement and liabilities and obligations under Contracts to which Seller is a party that relate to a breach by Seller of any of the terms and conditions of any such Contracts on, or prior to the Closing Date; PROVIDED that the existence of any such Contract does not constitute the breach of any representation, warranty or covenant of Seller hereunder;
(iii) all liabilities or obligations to Transferred Employees in accordance with, and subject to the limitations set forth in, Section 8.5 with respect to wages, salaries, bonus, vacation, severance or other compensation reflected on the Closing Date Balance Sheet (to the extent not discharged prior to the Closing Date) or otherwise accruing on and after the Closing, provided that the existence thereof does not constitute a breach of any representation, warranty or covenant of Seller hereunder;
(iv) except as provided in Section 3.2(a)(iii) and other than to the extent applicable to the individuals listed on SCHEDULE 8.8 (the "SCHEDULE 8.8 INDIVIDUALS") (but without limiting the obligations of Buyer and GA Acquisition Delaware, Inc. under: (x) the Employment Agreement, or (y) COBRA for such SCHEDULE 8.8 Individuals), liabilities or obligations relating or pertaining to any employee benefit plan wit...
Liabilities Assumed by Buyer. As further consideration for consummation of the Transactions, the Buyer, without further action by any party, hereby assumes as of the Closing Date (i) any and all obligations or liabilities to repair or remediate the attachment or installation on the utility poles by Buyer or its Affiliates (or by any entity acting as a subcontractor to Buyer or its Affiliates in connection with such attachment or installation) prior to the Closing Date of the Constructed BPL Network equipment, products or components, if such equipment, product or component was not attached or installed in accordance with the written instructions from Seller, manufacturer specifications provided by Seller to Buyer or its Affiliates or the installer thereof, the National Electrical Safety Code, Oncor-provided applicable standards and procedures, or the services agreement between IES and the Seller, dated October 9, 2006, including without limitation Sections 2 and 6.1 of the Statement of Work thereto (the “IES Services Agreement”), and (ii) obligations or liabilities under the Assumed Contracts and Transferred Permits arising from and after the Closing (collectively, the “Assumed Liabilities”).
Liabilities Assumed by Buyer. In partial payment of the Purchase Price (as defined in Section 3.1), the Buyer shall assume only liabilities and obligations under contracts and other agreements to which the Seller is a party and relating to the Purchased Assets only, to the extent existing on the Effective Date. The specific liabilities to be assumed by the Buyer pursuant to this Agreement are hereinafter sometimes collectively referred to as the “Assumed Liabilities.”
Liabilities Assumed by Buyer. As of the Closing Date (as ---------------------------- hereinafter defined in Section 3.1), Buyer shall assume only the following liabilities of Seller (the "Assumed Liabilities"): (a) liabilities arising from and after the Closing Date under the Assigned Contracts and the Lease; and (b) warranty liabilities ("Assumed Warranties"), if any, to the extent of the warranty reserve reflected in the Closing Balance Sheet (as hereinafter defined in Section 3.6).
