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. 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”):
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. From and after the Closing Date, TransWestern will not assume or in any way be responsible for any Liabilities of Seller or Shareholder or any other Liabilities whatsoever arising out of or relating to the condition or operation of the Directories at any time as of or prior to the Closing Date or, except as set forth in the following sentence, any other Liabilities. Subject to the terms and satisfaction of the conditions in this Agreement, from and after the Closing Date, TransWestern will assume and agree to pay, defend, discharge and perform as and when due only the following specific Liabilities of Seller that relate exclusively to the Directories (the "Assumed Liabilities"):
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. On and subject to the terms and conditions of this Agreement, at the Closing, Xxxxxxxxx will assume, discharge or perform when due in accordance with the terms thereof, the following Liabilities of the Business (the "Limited Assumed Liabilities") :
Limited Assumed Liabilities. The Purchaser agrees to and will at the Closing assume and agree to pay, discharge and perform when lawfully due only the following (collectively referred to as the "Assumed Liabilities"):
Limited Assumed Liabilities. 4 1.7 Sales, Use and Excise Taxes.........................................................................4
Limited Assumed Liabilities. The only liabilities assumed by the Buyer are the items or matters in listed in Schedule 1.6.
