Common use of Limitations On Assumption of Liabilities Clause in Contracts

Limitations On Assumption of Liabilities. Notwithstanding Section 2A.3, HoldCo is not assuming under this Agreement any Liabilities that are not specifically described in Section 2A.3 or any of the following (each, a "Xxxxxxxx Retained Liability"): (i) any Liabilities arising out of any breach by Xxxxxxxx or any of the Transferring Entities prior to the applicable Closing of any provision of any Contract; (ii) any product liability or similar claim for injury to any Person or property, regardless of when made or asserted, that arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by Xxxxxxxx or any of the Transferring Entities, or alleged to have been made by Xxxxxxxx or any of the Transferring Entities, or which is imposed or asserted to be imposed by operation of Law in connection with any service performed or product sold or leased by or on behalf of Xxxxxxxx or any of the Transferring Entities prior to the applicable Closing; (iii) any federal, state, local or foreign income or other Tax payable with respect to the Xxxxxxxx Contributed Assets or other properties or operations of Xxxxxxxx or any member of any affiliated group of which Xxxxxxxx is a member for any period prior to the applicable Closing; (iv) any Liabilities arising prior to or as a result of the applicable Closing to or with respect to any agents or independent contractors of Xxxxxxxx or any of the Transferring Entities; (v) any Liabilities of Xxxxxxxx or any of the Transferring Entities arising from or incurred in connection with the preparation, negotiation, execution and performance of this Agreement, the other Transaction Documents and the Transactions except as otherwise specifically provided herein and therein; (vi) any Liabilities, whether known or unknown, arising from or related to (A) any violation prior to the applicable Closing of Environmental Laws by Xxxxxxxx or any of the Transferring Entities relating to the ownership, use or occupancy of the Xxxxxxxx Contributed Assets by Xxxxxxxx or any of the Transferring Entities, or any Environmental Condition caused by Xxxxxxxx or any of the Transferring Entities existing prior to the applicable Closing, or (B) any Environmental Condition (which for purposes of this Section 2A.4(vi)(B) shall have the meaning set forth in Article 1 except that the phrase "created by Xxxxxxxx or the Transferring Entities" shall be treated as deleted from such definition) at any of the Tower Sites included in the Xxxxxxxx Contributed Assets and which is revealed by any of the Required Xxxxxxxx Phase I Reports, (vii) Events occurring on or after the date hereof but prior to the applicable Closing Date in connection with the ownership, possession, occupancy, use and operation of the Xxxxxxxx Contributed Assets, (viii) except to the extent specifically included in the Assumed Liabilities, any and all costs, expenses or payments associated with the completion of construction of Tower Structures located on Tower Sites to be conveyed hereunder, except to the extent that Bidder and Xxxxxxxx have agreed to modifications to such Tower Structures in which case the cost of such modifications shall be included in the Xxxxxxxx Assumed Liabilities, and (ix) the rents, revenues, Taxes, charges and payments that are apportioned for the account of Xxxxxxxx pursuant to Section 2A.8 hereof.

Limitations On Assumption of Liabilities. Notwithstanding Section 2A.3, HoldCo is ---------------------------------------- 2.3 (a) CCIC and Buyer are not assuming under this Agreement or any Transaction Document any Liabilities that are not specifically described in Section 2A.3 or any of the following 2.3(a) as an Assumed Liability (each, a "Xxxxxxxx Retained Liability"): ). On the terms set forth ------------------ in Article 8, Powertel and Sellers shall hold CCIC and Buyer harmless from the Retained Liabilities. By way of example and not limitation, each of the following represents a Retained Liability: (i) any Liabilities arising out of any actual or alleged breach or nonperformance by Xxxxxxxx Powertel or any of the Transferring Entities Sellers (or their respective Affiliates) prior to the applicable Closing of any provision of any Contract; (ii) any product liability or similar claim for injury to any Person or property, regardless of when made or asserted, that arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by Xxxxxxxx Powertel or any of the Transferring EntitiesSellers (or their respective Affiliates), or alleged to have been made by Xxxxxxxx Powertel or any of the Transferring EntitiesSellers (or their respective Affiliates), or which is imposed or asserted to be imposed by operation of Law in connection with any service performed or product sold or leased by or on behalf of Xxxxxxxx Powertel or any of the Transferring Entities Sellers (or their respective Affiliates) prior to the applicable Closing; (iii) any federal, state, local or foreign income or other Tax payable with respect to the Xxxxxxxx Contributed Assets or other properties or operations of Xxxxxxxx Powertel or Sellers or any member of any affiliated group of which Xxxxxxxx is Powertel or Sellers are a member for any period period, in each case prior to the applicable Closing; (iv) any Liabilities arising prior to to, after or as a result of the applicable Closing to or with respect to any employees, agents or independent contractors of Xxxxxxxx Powertel or any of the Transferring EntitiesSellers or their respective Affiliates or commitments to any of their respective Affiliates; (v) any Liabilities of Xxxxxxxx Powertel or any of the Transferring Entities Sellers arising from or incurred in connection with the preparation, negotiation, execution and performance of this Agreement, Agreement or the other Transaction Documents and the Transactions except as otherwise specifically provided herein and therein; (vi) any Liabilities, whether known or unknown, arising from or related to (A) any violation by Powertel, the Sellers or their respective Affiliates prior to the applicable Closing of any Environmental Laws by Xxxxxxxx or any of the Transferring Entities relating to the ownership, use or occupancy of the Xxxxxxxx Contributed Assets by Xxxxxxxx or any of the Transferring Entities, or any Environmental Condition caused by Xxxxxxxx or any of the Transferring Entities existing prior to the applicable ClosingAssets, or (B) any Environmental Condition (existing prior to the Closing which for purposes of this Section 2A.4(vi)(B) shall have Powertel, the meaning set forth in Article 1 except that the phrase "created by Xxxxxxxx Sellers or the Transferring Entities" shall be treated as deleted from such definition) at any of the Tower Sites included in the Xxxxxxxx Contributed Assets and which is revealed by any of the Required Xxxxxxxx Phase I Reportstheir respective Affiliates caused, (vii) Events occurring on any Liabilities caused by or after the date hereof but prior attributable to the applicable Closing Date in connection with the ownership, possession, occupancy, use and or operation of the Xxxxxxxx Contributed AssetsAssets by Powertel or any of the Sellers (or their respective Affiliates) prior to the Closing, (viii) except to the extent specifically included in the Assumed Liabilities, any and all costs, expenses or payments associated with the completion of construction of Tower Structures located on Tower Sites to be conveyed hereunder, except to the extent that Bidder and Xxxxxxxx have agreed to modifications to such Tower Structures in which case the cost of such modifications shall be included in the Xxxxxxxx Assumed Liabilities, and (ix) the rents, revenues, Taxes, charges and payments that are apportioned for the account of Xxxxxxxx Powertel or Sellers pursuant to Section 2A.8 2.7 hereof, (ix) any free or below market wireless or related phone services required by any Contracts to be provided to any Person, including the lessors under any Site Leases, whether such obligation accrues before or after the Closing, (x) any Liability arising out of the matters disclosed on Schedule 6.1(d) or any Liability of Powertel or the Sellers (or their respective Affiliates) arising out of any Litigation that is pending or threatened in writing to Powertel or the Sellers as of the Closing Date or any actual or alleged violation by Powertel or any of the Sellers (or their respective Affiliates) of any applicable Law prior to the Closing, (xi) any Liability of Powertel or the Sellers (or their respective Affiliates) that relates primarily to, or that arises primarily out of, any Excluded Asset, or that arises out of the ownership by Powertel, the Sellers or their respective Affiliates of the Excluded Assets or realization of the benefits of any Excluded Asset, and (xii) all other obligations or liabilities of Powertel or any of the Sellers, or any of their respective Affiliates, of any nature whatsoever (whether express or implied, fixed or contingent, known or unknown) other than the Assumed Liabilities.

Limitations On Assumption of Liabilities. Notwithstanding Section 2A.32.3(a), HoldCo is CCIC and Buyer are not assuming under this Agreement or any Transaction Document any Liabilities that are not specifically described in Section 2A.3 or any of the following 2.3(a) as an Assumed Liability (each, a "Xxxxxxxx Retained Liability"): ). On the terms set forth in Article 8, Powertel and Sellers shall hold CCIC and Buyer harmless from the Retained Liabilities. By way of example and not limitation, each of the following represents a Retained Liability: (i) any Liabilities arising out of any actual or alleged breach or nonperformance by Xxxxxxxx Powertel or any of the Transferring Entities Sellers (or their respective Affiliates) prior to the applicable Closing of any provision of any Contract; (ii) any product liability or similar claim for injury to any Person or property, regardless of when made or asserted, that arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by Xxxxxxxx Powertel or any of the Transferring EntitiesSellers (or their respective Affiliates), or alleged to have been made by Xxxxxxxx Powertel or any of the Transferring EntitiesSellers (or their respective Affiliates), or which is imposed or asserted to be imposed by operation of Law in connection with any service performed or product sold or leased by or on behalf of Xxxxxxxx Powertel or any of the Transferring Entities Sellers (or their respective Affiliates) prior to the applicable Closing; (iii) any federal, state, local or foreign income or other Tax payable with respect to the Xxxxxxxx Contributed Assets or other properties or operations of Xxxxxxxx Powertel or Sellers or any member of any affiliated group of which Xxxxxxxx is Powertel or Sellers are a member for any period period, in each case prior to the applicable Closing; (iv) any Liabilities arising prior to to, after or as a result of the applicable Closing to or with respect to any employees, agents or independent contractors of Xxxxxxxx Powertel or any of the Transferring EntitiesSellers or their respective Affiliates or commitments to any of their respective Affiliates; (v) any Liabilities of Xxxxxxxx Powertel or any of the Transferring Entities Sellers arising from or incurred in connection with the preparation, negotiation, execution and performance of this Agreement, Agreement or the other Transaction Documents and the Transactions except as otherwise specifically provided herein and therein; (vi) any Liabilities, whether known or unknown, arising from or related to (A) any violation by Powertel, the Sellers or their respective Affiliates prior to the applicable Closing of any Environmental Laws by Xxxxxxxx or any of the Transferring Entities relating to the ownership, use or occupancy of the Xxxxxxxx Contributed Assets by Xxxxxxxx or any of the Transferring Entities, or any Environmental Condition caused by Xxxxxxxx or any of the Transferring Entities existing prior to the applicable ClosingAssets, or (B) any Environmental Condition (existing prior to the Closing which for purposes of this Section 2A.4(vi)(B) shall have Powertel, the meaning set forth in Article 1 except that the phrase "created by Xxxxxxxx Sellers or the Transferring Entities" shall be treated as deleted from such definition) at any of the Tower Sites included in the Xxxxxxxx Contributed Assets and which is revealed by any of the Required Xxxxxxxx Phase I Reportstheir respective Affiliates caused, (vii) Events occurring on any Liabilities caused by or after the date hereof but prior attributable to the applicable Closing Date in connection with the ownership, possession, occupancy, use and or operation of the Xxxxxxxx Contributed AssetsAssets by Powertel or any of the Sellers (or their respective Affiliates) prior to the Closing, (viii) except to the extent specifically included in the Assumed Liabilities, any and all costs, expenses or payments associated with the completion of construction of Tower Structures located on Tower Sites to be conveyed hereunder, except to the extent that Bidder and Xxxxxxxx have agreed to modifications to such Tower Structures in which case the cost of such modifications shall be included in the Xxxxxxxx Assumed Liabilities, and (ix) the rents, revenues, Taxes, charges and payments that are apportioned for the account of Xxxxxxxx Powertel or Sellers pursuant to Section 2A.8 2.7 hereof, (ix) any free or below market wireless or related phone services required by any Contracts to be provided to any Person, including the lessors under any Site Leases, whether such obligation accrues before or after the Closing, (x) any Liability arising out of the matters disclosed on Schedule 6.1(d) or any Liability of Powertel or the Sellers (or their respective Affiliates) arising out of any Litigation that is pending or threatened in writing to Powertel or the Sellers as of the Closing Date or any actual or alleged violation by Powertel or any of the Sellers (or their respective Affiliates) of any applicable Law prior to the Closing, (xi) any Liability of Powertel or the Sellers (or their respective Affiliates) that relates primarily to, or that arises primarily out of, any Excluded Asset, or that arises out of the ownership by Powertel, the Sellers or their respective Affiliates of the Excluded Assets or realization of the benefits of any Excluded Asset, and (xii) all other obligations or liabilities of Powertel or any of the Sellers, or any of their respective Affiliates, of any nature whatsoever (whether express or implied, fixed or contingent, known or unknown) other than the Assumed Liabilities.

Limitations On Assumption of Liabilities. Notwithstanding Section 2A.32.3.3, HoldCo OpCo is not assuming under this Agreement any Liabilities that are not specifically described in Section 2A.3 2.3.3 or any of the following (each, a "Xxxxxxxx BAM Retained Liability"): (i) any Liabilities arising out of any breach by Xxxxxxxx BAM or any of the Transferring Entities Partnerships prior to the applicable Closing of any provision of any Contract; (ii) any product liability or similar claim for injury to any Person or property, regardless of when made or asserted, that arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by Xxxxxxxx BAM or any of the Transferring EntitiesPartnerships, or alleged to have been made by Xxxxxxxx BAM or any of the Transferring EntitiesPartnerships, or which is imposed or asserted to be imposed by operation of Law in connection with any service performed or product sold or leased by or on behalf of Xxxxxxxx BAM or any of the Transferring Entities Partnerships prior to the applicable Closing; (iii) any federal, state, local or foreign income or other Tax payable with respect to the Xxxxxxxx BAM Contributed Assets or other properties or operations of Xxxxxxxx BAM or any member of any affiliated group of which Xxxxxxxx BAM is a member for any period prior to the applicable Closing; (iv) except to the extent that such Liabilities are to be assumed by OpCo, as may be set forth in the Agreement Regarding Identified Employees, any Liabilities arising prior to or as a result of the applicable Closing to or with respect to any employees, agents or independent contractors of Xxxxxxxx BAM or any of the Transferring EntitiesPartnerships, whether or not employed by OpCo after the Closing and whether or not arising under any applicable Law, Benefit Plan or other arrangement with respect thereto; (v) any Liabilities of Xxxxxxxx BAM or any of the Transferring Entities Partnerships arising from or incurred in connection with the preparation, negotiation, execution and performance of this Agreement, the other Transaction Documents and the Transactions except as otherwise specifically provided herein and therein; (vi) any Liabilities, whether known or unknown, arising from or related to (A) any violation prior to the applicable Closing of Environmental Laws by Xxxxxxxx BAM or any of the Transferring Entities Partnerships relating to the ownership, use or occupancy of the Xxxxxxxx BAM Contributed Assets by Xxxxxxxx or any of the Transferring EntitiesBAM, or any Environmental Condition caused by Xxxxxxxx BAM or any of the Transferring Entities Partnerships existing prior to the applicable Closing, or (B) any Environmental Condition (which for purposes of this Section 2A.4(vi)(B2.3.4(vi)(B) shall have the meaning set forth in Article 1 except that the phrase "created by Xxxxxxxx or the Transferring EntitiesBAM" shall be treated as deleted from such definition) at any of the Tower Sites included in the Xxxxxxxx BAM Contributed Assets and which is revealed by any of the Required Xxxxxxxx BAM Phase I Reports, (vii) Events occurring on or after the date hereof but prior to the applicable Closing Date in connection with the ownership, possession, occupancy, use and operation of the Xxxxxxxx BAM Contributed Assets, (viii) except to the extent specifically included in the Assumed Liabilities, Liabilities any and all costs, expenses or payments associated with the completion of construction of Tower Structures located on Tower Sites to be conveyed hereunder, except to the extent that Bidder and Xxxxxxxx BAM have agreed to modifications to such Tower Structures in which case the cost of such modifications shall be included in the Xxxxxxxx Assumed Liabilities, and (ix) the rents, revenues, Taxes, charges and payments that are apportioned for the account of Xxxxxxxx BAM pursuant to Section 2A.8 2.3.8 hereof. Assignment or Subcontracting of Purchased Contracts. BAM will use commercially reasonable efforts to obtain any required consents to the assignment to OpCo of Contracts or any other assets included in the BAM Contributed Assets. To the extent that any such required consent to the assignment of any such Contract or asset is not obtained, BAM will subcontract to OpCo the performance of all obligations and the right to receive all benefits thereunder. To the extent the consent of the counterparty to such subcontracting is required under the terms of any such Contract or asset, BAM will use commercially reasonable efforts to obtain such consent; and BAM will not subcontract as described in the immediately preceding sentence in those cases, if any, in which subcontracting is expressly prohibited. If BAM is precluded from subcontracting in accordance with the foregoing or entering into a substantially similar relationship, the subject Contract or asset shall not be included in the BAM Contributed Assets, and the Liabilities under such Contract shall not be included in the BAM Assumed Liabilities.

Limitations On Assumption of Liabilities. Notwithstanding ---------------------------------------- Section 2A.32.3.3, HoldCo OpCo is not assuming under this Agreement any Liabilities that are not specifically described in Section 2A.3 2.3.3 or any of the following (each, a "Xxxxxxxx BAM Retained Liability"): (i) any Liabilities arising out of any breach by Xxxxxxxx BAM ---------------------- or any of the Transferring Entities Partnerships prior to the applicable Closing of any provision of any Contract; (ii) any product liability or similar claim for injury to any Person or property, regardless of when made or asserted, that arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by Xxxxxxxx BAM or any of the Transferring EntitiesPartnerships, or alleged to have been made by Xxxxxxxx BAM or any of the Transferring EntitiesPartnerships, or which is imposed or asserted to be imposed by operation of Law in connection with any service performed or product sold or leased by or on behalf of Xxxxxxxx BAM or any of the Transferring Entities Partnerships prior to the applicable Closing; (iii) any federal, state, local or foreign income or other Tax payable with respect to the Xxxxxxxx BAM Contributed Assets or other properties or operations of Xxxxxxxx BAM or any member of any affiliated group of which Xxxxxxxx BAM is a member for any period prior to the applicable Closing; (iv) except to the extent that such Liabilities are to be assumed by OpCo, as may be set forth in the Agreement Regarding Identified Employees, any Liabilities arising prior to or as a result of the applicable Closing to or with respect to any employees, agents or independent contractors of Xxxxxxxx BAM or any of the Transferring EntitiesPartnerships, whether or not employed by OpCo after the Closing and whether or not arising under any applicable Law, Benefit Plan or other arrangement with respect thereto; (v) any Liabilities of Xxxxxxxx BAM or any of the Transferring Entities Partnerships arising from or incurred in connection with the preparation, negotiation, execution and performance of this Agreement, the other Transaction Documents and the Transactions except as otherwise specifically provided herein and therein; (vi) any Liabilities, whether known or unknown, arising from or related to (A) any violation prior to the applicable Closing of Environmental Laws by Xxxxxxxx BAM or any of the Transferring Entities Partnerships relating to the ownership, use or occupancy of the Xxxxxxxx BAM Contributed Assets by Xxxxxxxx or any of the Transferring EntitiesBAM, or any Environmental Condition caused by Xxxxxxxx BAM or any of the Transferring Entities Partnerships existing prior to the applicable Closing, or (B) any Environmental Condition (which for purposes of this Section 2A.4(vi)(B2.3.4(vi)(B) shall have the meaning set forth in Article 1 except that the phrase "created by Xxxxxxxx or the Transferring EntitiesBAM" shall be treated as deleted from such definition) at any of the Tower Sites included in the Xxxxxxxx BAM Contributed Assets and which is revealed by any of the Required Xxxxxxxx BAM Phase I Reports, (vii) Events occurring on or after the date hereof but prior to the applicable Closing Date in connection with the ownership, possession, occupancy, use and operation of the Xxxxxxxx BAM Contributed Assets, (viii) except to the extent specifically included in the Assumed Liabilities, Liabilities any and all costs, expenses or payments associated with the completion of construction of Tower Structures located on Tower Sites to be conveyed hereunder, except to the extent that Bidder and Xxxxxxxx BAM have agreed to modifications to such Tower Structures in which case the cost of such modifications shall be included in the Xxxxxxxx Assumed Liabilities, and (ix) the rents, revenues, Taxes, charges and payments that are apportioned for the account of Xxxxxxxx BAM pursuant to Section 2A.8 2.3.8 hereof.

Limitations On Assumption of Liabilities. Notwithstanding Section 2A.32.3(a), HoldCo ATLP is not assuming under this Agreement or any Collateral Document any Liabilities that are not specifically described in Section 2A.3 or any of the following 2.3(a) as an Assumed Liability (each, a "Xxxxxxxx Retained Liability"): ). On the terms set forth in Article 10, Target and the Target Stockholder shall hold ATLP harmless from the Retained Liabilities. By way of example and not limitation, each of the following represents a Retained Liability: (i) any Liabilities arising out of any actual or alleged breach or nonperformance by Xxxxxxxx Target (or any of the Transferring Entities their respective Affiliates) prior to the applicable Closing of any provision of any Contract; (ii) any product liability or similar claim for injury to any Person or property, regardless of when made or asserted, that arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by Xxxxxxxx or any of the Transferring Entities, Target or alleged to have been made by Xxxxxxxx or any of the Transferring EntitiesTarget, or which is imposed or asserted to be imposed by operation of Law in connection with any service performed or product sold or leased by or on behalf of Xxxxxxxx or any of the Transferring Entities Target prior to the applicable Closing; (iii) any federal, state, local or foreign income or other Tax payable with respect to the Xxxxxxxx Contributed Target Assets or other properties or operations of Xxxxxxxx Target or any member of any affiliated group of which Xxxxxxxx is Target was a member for any period period, in each case prior to the applicable Closing; (iv) any Liabilities arising prior to to, after or as a result of the applicable Closing to or with respect to any employees, agents or independent contractors of Xxxxxxxx or any of the Transferring EntitiesTarget; (v) any Liabilities of Xxxxxxxx or any of the Transferring Entities Target arising from or incurred in connection with the preparation, negotiation, execution and performance of this AgreementAgreement or any Collateral Documents, the other Transaction Documents and the Transactions except as otherwise specifically provided herein and therein; (vi) any Liabilities, whether known or unknown, arising from or related to (A) any violation by Target prior to the applicable Closing of any Environmental Laws by Xxxxxxxx or any of the Transferring Entities relating to the ownership, use or occupancy of the Xxxxxxxx Contributed Assets by Xxxxxxxx or any of the Transferring Entities, or any Environmental Condition caused by Xxxxxxxx or any of the Transferring Entities existing prior to the applicable ClosingTarget Assets, or (B) any Environmental Condition (existing prior to the Closing which for purposes of this Section 2A.4(vi)(B) shall have the meaning set forth in Article 1 except that the phrase "created Target caused, whether by Xxxxxxxx action or the Transferring Entities" shall be treated as deleted from such definition) at any of the Tower Sites included in the Xxxxxxxx Contributed Assets and which is revealed by any of the Required Xxxxxxxx Phase I Reports, inaction; (vii) Events occurring on any Liabilities caused by or after the date hereof but prior attributable to the applicable Closing Date in connection with the ownership, possession, occupancy, use and or operation of the Xxxxxxxx Contributed Assets, Target Assets by Target prior to the Closing; (viii) except to the extent specifically included in the Assumed Liabilities, any and all costs, expenses or payments associated with the completion of construction of Tower Structures located on Tower Sites to be conveyed hereunder, except to the extent that Bidder and Xxxxxxxx have agreed to modifications to such Tower Structures in which case the cost of such modifications shall be included in the Xxxxxxxx Assumed Liabilities, and (ix) the rents, revenues, Taxes, charges chrges and payments that are apportioned for the account of Xxxxxxxx Target pursuant to Section 2A.8 3.1(b) hereof.; (ix) any Liability arising out of the matters disclosed on Schedule 4.6(c) or any Liability of Target arising out of any Legal Action that is pending or threatened in writing to Target as of the Closing Date or any actual or alleged violation by Target of any Applicable Law prior to the Closing; (x) any Liability of Target that relates primarily to, or that arises primarily out of, any Excluded Asset, or that arises out of the ownership by Target of the Excluded Assets or realization of the benefits of any Excluded Asset; (xi) any Liability or obligation from or relating to breach of any warranty or any misrepresentation by Target under this Agreement or any Collateral Document; (xii) any Liability or obligation from or relating to breach or violation of, or failure to perform, any of Target's obligations, covenants, agreements or undertakings set forth in this Agreement or any Collateral Document, including without limitation Article 7; (xiii) any Liability or obligation or liability with respect to capitalized lease obligations or Indebtedness for Money Borrowed; (xiv) any Contract with any Affiliate of Target; (xv) any Liability arising from the failure of Target or Sygnet to obtain any necessary third party consents to the transfer of any of the Target Assets from Sygnet to Target; and (xvi) all other obligations or liabilities of Target of any nature whatsoever (whether express or implied, fixed or contingent, known or unknown) other than