Liabilities of Seller. All liabilities of Seller related to the Business or the Assets that are not Assumed Liabilities will be promptly paid by Seller as they come due.
Liabilities of Seller. As of the Closing Date, Purchaser shall assume and agree to pay, perform and otherwise discharge all obligations of Seller with respect to the following:
(a) the NRTC Agreements to the extent the obligations therein arise out of the provision of DBS Services to Customers and accrue on or after the Closing Date; and
(b) all Current Liabilities as of the Closing Date and all services to Customers associated with the Unearned Revenue. Anything in this Agreement to the contrary notwithstanding, except for the liabilities specifically set forth in this Section 3.1, Purchaser shall not assume or be deemed to have assumed under this Agreement, by reason of the transactions contemplated by this Agreement, or otherwise, any other trade or other accounts payable, accrued expenses, debts, liabilities, obligations or commitments of Seller of any nature whatsoever, known or unknown, and the execution, delivery and performance of this Agreement shall not render Purchaser liable for any such debt, liability, obligation or commitment. By way of example and not as an exhaustive list, the following liabilities and obligations of Seller are expressly not assumed by Purchaser, pursuant to this Agreement or otherwise:
A. any liabilities or obligations of Seller under or with respect to any employment agreement or any pension, profit-sharing, retirement, disability or other benefit plan entered into or established by Seller with or for the benefit of any employee of Seller; and
B. any liabilities or obligations of any kind arising out of incidents, occurrences, actions or failures to act by or pertaining to Seller, which occurred prior to the Closing Date, including, without limitation, liabilities or obligations arising from (i) the distribution, sale or provision of any services of Seller, or (ii) any failure or alleged failure to comply with any federal, state or local law, rule or regulation applicable to Seller or the Business. Purchaser agrees to promptly notify Seller of any claims which Purchaser obtains knowledge of which arise out of or result from liabilities of Seller not assumed by Purchaser pursuant to this Agreement.
Liabilities of Seller. Buyer does not assume any liabilities of Seller, including liabilities which may arise after closing based upon occurrences prior to the Closing Date except as may otherwise be expressly specified herein.
Liabilities of Seller. Anything contained in this Agreement to the contrary notwithstanding, the Seller shall assign to Purchaser all debts, obligations, duties and liabilities of the Seller including any debts and leases not disclosed within this agreement that were the sole responsibility of the Seller and its stockholders. The Purchaser shall assume, agree to pay or pay any debts, obligations, duties or liabilities of any nature of the Seller or its business, including, but not limited, to any debts, obligations, duties or liabilities relating to the Seller's employees or employee benefit plans, regardless of whether any such debt, obligation, duties or liability arises under any contract, agreement, practice, arrangement, statute, law, ordinance, rule, regulation or otherwise, and nothing in this Agreement or otherwise is intended or shall be construed to the contrary. The parties further covenant, promise and agree that the Purchaser is not and shall not be obligated to employ any of the Seller's employees.
Liabilities of Seller. Buyer shall not, as a result of the execution and consummation of this Agreement, assume, discharge, or become liable for any of the liabilities, obligations, debts, contracts, or other commitments of Seller of any kind or nature whatsoever, known or unknown, fixed, accrued, contingent, or otherwise, arising out of any transaction entered into, or any state of facts existing prior to, at, or subsequent to the Closing Date. Seller shall pay and discharge, or make adequate provision for the payment and discharge, of all of its liabilities, obligations, debts, contracts, or other commitments prior to, at, and/or subsequent to the Closing Date.
Liabilities of Seller. Buyer would not assume any liabilities or obligations of Seller. Seller would remain liable for any (known or unknown) liabilities or obligations not expressly assumed by Buyer and which arose before the consummation of the final or definitive agreement and shall pay and discharge all known liabilities and obligations prior to closing.
Liabilities of Seller. Buyer, as stockholder of the Company, shall cause the Company to pay or otherwise satisfy all the Company’s liabilities set forth in Schedule 1.02 (the “Assumed Liabilities”). Except for the Assumed Liabilities, Buyer shall not, as a result of the execution and consummation of this Agreement, assume, discharge, or become liable for any of the liabilities, obligations, debts, contracts, or other commitments of Seller of any kind or nature whatsoever, known or unknown, fixed, accrued, contingent, or otherwise, arising out of any transaction entered into, or any state of facts existing prior to, at, or subsequent to the Closing Date. Seller shall pay and discharge, or make adequate provision for the payment and discharge, of all of the Company’s other liabilities, obligations, debts, contracts, or other commitments (other than the Assumed Liabilities) prior to, at, and/or subsequent to the Closing Date.
Liabilities of Seller. Except as set forth in SCHEDULE 4.4, Seller has no liabilities or obligations (whether individually or in the aggregate), either accrued, absolute, contingent or otherwise, except:
A. The Assumed Liabilities;
B. To the extent specifically set forth in or incorporated by express reference in any of the schedules attached hereto; and
C. Liabilities incurred in the ordinary course of business, consistent with Seller's past practices, since the date of execution of this Agreement.
Liabilities of Seller. 4 Section 2.1
Liabilities of Seller. All liabilities of Seller Group related to the Assets that do not constitute Assumed Liabilities will be promptly paid by Seller Group as they come due.
