Limited Assumed Liabilities. Subject to the conditions specified in this Agreement, and in reliance upon the representations, warranties and agreements set forth herein, from and after the Closing Date, Buyer will not assume or in any way be responsible for any Liabilities of the Company or any other Liabilities whatsoever related to the ownership, operation or condition of the Business or the Purchased Assets at any time prior to the Closing Date, except as specifically provided below. From and after the Closing Date, Buyer assumes and agrees to pay, defend, discharge and perform as and when due only the following specific Liabilities of the Company that relate exclusively to the Business (the “Assumed Liabilities”):
(i) Liabilities to the extent arising after the Closing Date pursuant to all Real Property Leases, Personal Property Leases and Contracts which are set forth on Schedule 4.7(b) or Schedule 4.11(a), excluding, except to the extent (but only to the extent) reflected in any negative adjustment to the Purchase Price pursuant to Section 2.7, any Liability relating to or arising out of such Contracts and Leases as a result of (A) any transaction, status, event, condition, occurrence or situation existing, occurring or arising on or prior to the Closing Date, (B) any breach of such Contracts occurring on or prior to the Closing Date, (C) any violation of law, breach of warranty, tort or infringement occurring on or prior to the Closing Date, or (D) any related charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand;
(ii) Liabilities to the extent (but only to the extent) reflected in any negative adjustment to the Purchase Price pursuant to Section 2.7;
(iii) Short-term Liabilities constituting accounts payable and accrued liabilities included on the Company’s balance sheet as of December 31, 2006, plus other accounts payable and accrued liabilities incurred in the Ordinary Course of Business after December 31, 2006, through and including the Closing Date, documented in writing prior to Closing and reflected as non-debt current liabilities in Working Capital under Section 2.7.
Limited Assumed Liabilities. Except for any Assigned Contract which is terminated by the other party thereto due to an improper assignment by Seller, from and after the Closing, Buyer will assume and agree to pay, defend, discharge and perform as and when due all liabilities and obligations of the Seller under the Assigned Contracts first arising after the Closing Date, to the extent they relate to the Business (the "Assumed Liabilities").
Limited Assumed Liabilities. At the Closing (defined below), Buyer will assume and pay the obligations of Seller listed on Schedule 1.3 (the “Assumed Liabilities”).
Limited Assumed Liabilities. In addition to, and not in lieu ---------------------------- of any other assumption of liabilities made by the Purchaser hereunder or under any other agreement, from and after the Closing, Purchaser shall assume and agree to pay, defend, discharge and perform as and when due all liabilities and obligations of Seller relating to the Business, whether arising at any time prior to the Closing or arising after the Closing, including, without limitation all liabilities and obligations of the Seller listed on the Balance Sheet.
Limited Assumed Liabilities. In addition to the payment of the Purchase Price, the Purchaser hereby agrees to assume the liabilities set forth on Schedule 3.1 hereto (the “Assumed Liabilities”) at the Closing, pursuant to an Assumption Agreement in the form of Exhibit D (the “Assumption Agreement”). Notwithstanding any provision in this Agreement or any other writing to the contrary, the Purchaser is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of the Seller (or any predecessor of the Seller or any prior owner of all or part of its businesses and assets) of whatever nature, whether presently in existence or arising hereafter. Notwithstanding anything to the contrary contained herein, the Seller agrees that it shall retain liability for the payment of any and all cure amounts that become payable with respect to the Assigned Contracts and Real Property Leases. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller against its estate.
Limited Assumed Liabilities. The Buyer will assume the following liabilities of the Company: Accounts payable and accrued expenses as described on Exhibit A.
Limited Assumed Liabilities. On the Closing Date, Buyer and Seller shall enter into the Assumption Agreement, substantially in the form of EXHIBIT B, pursuant to which Buyer shall assume and agree to discharge only the following specific obligations and liabilities, to the extent such liabilities and obligations relate exclusively or primarily to the Business, in accordance with their respective terms and subject to the respective conditions thereof (herein collectively referred to as the “Assumed Liabilities”): all liabilities and obligations of Seller to be paid or performed after the Closing (other than those arising or relating to a breach of an agreement prior to the Closing Date) under: (i) the Assigned Real Property Leases, (ii) the Tangible Personal Property Leases, (iii) the other Contracts listed on Schedule 5.10, (iv) the other Contracts entered into by Seller in the ordinary course of the Business and not required by the terms of Section 5.10 to be listed on Schedule 5.10, and (v) Contracts entered into by Seller after the date hereof in the ordinary course of the Business consistent with the terms of this Agreement and Seller’s past practice and custom; provided the foregoing shall only be Assumed Liabilities to the extent the foregoing Contracts or Assigned Real Property Leases are actually assigned to Buyer.
Limited Assumed Liabilities. Subject to the terms of this Agreement (and excluding the Excluded Liabilities), at, from and after the Closing Date, Purchaser will assume and agree to pay, defend, discharge and perform, as and when due, all Liabilities of Seller related to the Purchased Assets including all Included Contracts, to the extent arising and to be performed after the Closing Date and any Liability expressly set forth in Schedule 2.2(a) (collectively, the “Assumed Liabilities”). For clarification, Purchaser is not assuming any Liabilities arising from or related to any facts or circumstances before the Closing and all such Liabilities shall be Excluded Liabilities. Assumed Liabilities associated with deferred revenue shall be limited to those set forth on Schedule 4.5(b).
Limited Assumed Liabilities. Subject to the conditions specified in this Agreement, and in reliance upon the representations, warranties and agreements set forth herein, from and after the Closing Date, Buyer will not assume or in any way be responsible for any Liabilities of the Company or any other Liabilities whatsoever related to the ownership, operation or condition of the Business or the Purchased Assets at any time prior to the Closing Date, except as specifically provided below. From and after the Closing Date, Buyer assumes and agrees to pay, defend, discharge and perform as and when due only the following specific Liabilities of the Company that relate exclusively to the Business (the “Assumed Liabilities”):
(i) Liabilities to the extent arising after the Closing Date pursuant to all Contracts included in the Purchased Assets, excluding any Liability relating to or arising out of such Contracts as a result of (A) any transaction, status, event, condition, occurrence or situation existing, occurring or arising on or prior to the Closing Date, (B) any breach of such Contracts occurring on or prior to the Closing Date, (C) any violation of law, breach of warranty, tort or infringement occurring on or prior to the Closing Date, or (D) any related charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand; and
(ii) Current Liabilities included on the Final Post-Closing Balance Sheet.
Limited Assumed Liabilities. At the Closing (defined below), Buyer will assume and agree to pay, defend, discharge and perform only the liabilities and obligations of Seller for payment and performance pertaining directly to the BDS Network (the “Assumed Liabilities”).
