Liabilities Being Assumed. Except as otherwise provided herein and subject to the terms and conditions of this Agreement, simultaneously with the sale, transfer, conveyance and assignment to the Buyer of the Purchased Assets, the Buyer shall assume, and hereby agrees to pay when due, those liabilities accruing after the Closing Date (as hereinafter defined) under the equipment leases identified in Schedule 1.1(c) and the office leases identified in Schedule 1.1(f) (the "Assumed Obligations"); provided, however, that any and all obligations and liabilities arising under any such lease as of or prior to the Closing Date and any and all obligations and liabilities arising out of or in connection with the Seller's breach of any such lease as of or prior to the Closing Date shall, in each case, remain the obligations and liabilities of the Seller.
Liabilities Being Assumed. Except as otherwise provided herein and subject to the terms and conditions of this Agreement, simultaneously with the sale, transfer, conveyance and assignment to the Buyer of the Purchased Assets, the Buyer shall assume, and hereby agrees to pay when due, those liabilities accruing after the Closing Date under the equipment leases identified in Schedule 1.1(c) and the office leases identified in Schedule 1.1(f) (the "Assumed Obligations").
Liabilities Being Assumed. Upon the terms and subject to the conditions of this Agreement, effective as of the Closing, and from and after the Closing, the Purchaser shall pay or assume, perform and discharge when due, the following, and only the following, Liabilities of the Asset Sellers (collectively, the "Assumed Liabilities"):
Liabilities Being Assumed. Subject to the terms and conditions of this Agreement, simultaneously with the sale, transfer, conveyance and assignment to the Buyer of the Purchased Assets, the Buyer shall assume, pay and perform when due the following, and only the following, liabilities and obligations of the Sellers:
Liabilities Being Assumed. (a) Pursuant to the terms and subject to the conditions of this Agreement, in consideration of the foregoing assignment and conveyances and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, at the Closing, simultaneously with the transfer, conveyance and assignment to Xstelos of the Contributed Assets and issuance of all of the issued and outstanding shares of Xstelos Common Stock to Footstar, Xstelos shall assume, and agrees to pay, perform or discharge when due all of the liabilities and obligations of Footstar, known or unknown, whether arising on, prior to, or following the date of this Agreement (the “Assumed Liabilities”).
Liabilities Being Assumed. Buyer shall assume all payment and performance obligations and related liabilities of the Business as set forth on Schedule 1.2 which is attached hereto (the "Assumed Liabilities"). Buyer is ------------ ------------------- expressly not assuming any other liabilities of Seller of any kind whatsoever.
Liabilities Being Assumed. 5 2.2 LIABILITIES NOT BEING ASSUMED........................................6 ARTICLE III PURCHASE PRICE; PURCHASE PRICE ADJUSTMENT..........................8
Liabilities Being Assumed. 8 --- ------------------------- 2.2 Liabilities Not Being Assumed..........................................................................8 --- -----------------------------
Liabilities Being Assumed. (a) Upon the terms and subject to the conditions of this Agreement, effective as of the Closing, the Purchaser shall assume the following, and only the following, Liabilities of each Company:
Liabilities Being Assumed. 2 1.4. Liabilities Not Being Assumed ........................... 3 1.5. Instruments of Conveyance and Transfer, Etc ............. 3 1.6.
