Limited Assumption of Liabilities Sample Clauses

Limited Assumption of Liabilities. The Purchaser shall not assume or be bound by any obligations or Liabilities of the Seller, the Parent or any of their respective Subsidiaries of any kind or nature, known, unknown, contingent or otherwise, other than the Specifically Assumed Liabilities. Without limiting the generality of the foregoing, the Purchaser expressly does not assume or agree to pay or perform the following with respect to the Seller, the Parent or any of their respective Subsidiaries or Affiliates: 2.4.1 notes or accounts payable or other long or short-term indebtedness, except for accounts payable provided for in the Specifically Assumed Liabilities; 2.4.2 contributions or payments to any profit-sharing, bonus, pension, sick pay, vacation pay, health benefit or any other employee benefit plan, or any other salary, severance, compensation or benefits with respect to employees of the Seller; 2.4.3 any obligations, duties, responsibilities or Liabilities that now exist or may arise in the future with respect to matters occurring prior to the Closing (a) to employees or former employees or any of their respective beneficiaries, heirs or assignees, or to the Pension Benefit Guaranty Corporation or any similar organization, arising out of such employees’ or former employees’ employment or out of the transactions contemplated by this Agreement or arising by virtue of any collective bargaining relationship or agreement or pursuant to the National Labor Relations Act or any other labor relations law, (b) with respect to (1) any income, profit, or other taxes or (2) any claims under express or implied warranty or for personal injuries, property damage or consequential damages relating to products or services sold by the Seller or (c) under any statute, rule or regulation, including, but not limited to, civil rights, health, safety, labor, discrimination and environmental laws, rules and regulations; 2.4.4 any obligations or liabilities related to any claim of violation of any environmental law resulting from the operation of the Business by Seller or the use of any real property subject to the Assumed Lease or any other real property owned, leased or subleased by Seller. The Seller and the Parent shall have the indemnification obligations set forth in Section 9.

Limited Assumption of Liabilities. At the Closing, Seller shall --------------------------------- assign and transfer to Buyer, and Buyer shall assume, be obligated to pay or otherwise satisfy or be responsible for, (i) the obligations and liabilities arising or accruing on or after the Closing Date under all of the Franchises, Leases and Governmental Authorizations, and under those Access Agreements and Other Agreements listed on Schedules 1.1(d) and 1.1(i) (such Franchises, Leases, ---------------- ------ Governmental Authorizations, Access Agreements and Other Agreements are sometimes referred to herein as the "Assumed Contracts"); (ii) other obligations and liabilities of Seller only to the extent that there shall be an adjustment in favor of Buyer with respect thereto pursuant to Section 2.4; and (iii) all obligations and liabilities arising out of Buyer's ownership of the Transferred Assets or operation of the Systems after the Closing Date (collectively, the "Assumed Obligations"). Notwithstanding the foregoing, upon the agreement of Buyer, if the assignment and transfer of any Assumed Obligation would cause a breach of or default under the Assumed Contract under which the Assumed Obligation arises, and if the required consent to its transfer and assignment has not been obtained by Closing, Seller agrees to continue, at Buyer's expense (other than charges for personnel or internal operating administrative or overhead expenses of Seller or any creditor of Seller), the Assumed Contract in effect, and Buyer shall have and enjoy the benefit of the rights and obligations thereunder as agent for Seller until such time as the consent is obtained (but not to extend more than 90 days beyond the Closing Date, at which time such item shall be deemed to have been automatically assigned and transferred to Buyer, without any further act on the part of Buyer or Seller). All debts, liabilities and obligations arising out of or relating to the Transferred Assets or the operation of the Systems other than the Assumed Obligations shall remain and be the obligations and liabilities solely of Seller, and Buyer shall not assume or have any obligation or liability for such debts, liabilities or obligations.

Limited Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities (but only the Assumed Liabilities) at the Closing. The Buyer will not, however, assume or have any responsibility with respect to any of the Excluded Liabilities, and the Buyer shall not be deemed by anything contained in this Agreement to have assumed or become responsible for any Liability of the Seller not constituting an Assumed Liability. Each and all Excluded Liabilities shall remain the responsibility of the Seller subsequent to the Closing.

Limited Assumption of Liabilities. 6 2.3 Closing.................................................................6 2.4

Limited Assumption of Liabilities. Subject to the provisions of this Agreement, at the Closing, Purchaser shall assume only those debts, liabilities, obligations, commitments and contracts of the Seller which are set forth on Schedule 1.2. THE PURCHASER IS ------------ NOT ASSUMING ANY OTHER LIABILITIES, OBLIGATIONS, COMMITMENTS OR CONTRACTS WHATSOEVER. The debts, liabilities, obligations, commitments and contracts specified above to be assumed by Purchaser under this Agreement are referred to collectively as the "Assumed Liabilities". The Assumed Liabilities shall, without limitation, exclude all debts, liabilities, obligations, commitments and contracts not specifically identified in Schedule 1.2; (i) all tort claims ------------ asserted against Seller or Transcend or the Business or claims against Seller or Transcend or the Business for breach of contract or breach of warranty, which are based on acts or omissions occurring before the Closing; (ii) all liability related to environmental matters which originate prior to the Closing Date; (iii) any contract or agreement of Seller not expressly listed as an assigned contract on the Schedule 2.10 to this Agreement; (iv) any liabilities or ------------- obligations under any real property leases for periods prior to the Closing; (v) any obligations or liabilities to any employee of any Seller unless expressly set forth on Schedule 1.2 and then only in the amount set forth on said Schedule ------------ -------- 1.2; and (vi) any liabilities for taxes of any kind, including, without --- limitation, sales, income or withholding taxes resulting from the operation of the Business prior to Closing.

Limited Assumption of Liabilities. Purchaser will assume no liabilities or obligations of Seller except customer support obligations and obligations for performance under the Assigned Contracts that arise after the Closing Date. For the avoidance of doubt, Purchaser will not be liable for any obligation or breach by Seller occurring or arising prior to the Closing Date.

Limited Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, Buyer (or its designee) agrees to assume and become responsible, from and after the Closing, for the following Liabilities of MII Life, and no other Liabilities of MII Life of any type (the “Assumed Liabilities”): (i) subject to the provisions of Section ‎1.5 hereof and the transfer mechanics set forth on Schedule A, all deposit liabilities, including savings account balances, with respect to the Account Deposits identified on Schedule 1.6; and (ii) Liabilities under the Assumed Contracts, except to the extent such Liabilities are required to be performed or are incurred prior to the Closing.

Limited Assumption of Liabilities. Subject to the terms and conditions of this Agreement, Buyer hereby agrees to assume, as of the Closing Date, and agrees to pay, perform and discharge when due, only the following liabilities, responsibilities and obligations of the Seller (collectively, the “Assumed Liabilities”):

Limited Assumption of Liabilities. Subject to the conditions specified in this Agreement, from and after the Closing Date, the Buyers will not assume or in any way be responsible for any liabilities or obligations of the Sellers or any other liabilities or obligations whatsoever related to the operation of the Stations as conducted by the Sellers or the condition of the Assets at any time prior to the Closing Date, except as specifically provided below. From and after the Closing Date, the Buyers will assume and agree to pay, defend, discharge and perform as and when due only all liabilities and obligations pursuant to all Assumed Contracts, so long as such liabilities and obligations have been incurred in the ordinary course of business consistent with past business and payment practices (excluding (i) any contracts for indebtedness and (ii) any liability or obligation relating to or arising out of such Assumed Contracts as a result of (A) any breach of such contracts or leases occurring on or prior to the Closing Date, (B) any violation of law, breach of warranty, tort or infringement occurring on or prior to the Closing Date, or (C) with respect to the foregoing items (A) and (B), any related charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand) (the "Assumed Liabilities").

Limited Assumption of Liabilities. Notwithstanding anything to the contrary contained in this Agreement or any document attached hereto: