Unassumed Liabilities. To the extent that the Sellers have not satisfied and discharged the Unassumed Liabilities on or prior to the Closing Date (or, in the case of the Unassumed Liabilities arising in respect of Seller's obligations under Section 7.8, provided for a reserve or accrual in an amount satisfactory to Team) and the Preliminary Net Working Capital Surplus, Preliminary Net Working Capital Deficit, Net Working Capital Deficit or Net Working Capital surplus, as the case may be, has not been adjusted with respect thereto under Section 7.6.2 above, then the Sellers shall satisfy and discharge the Unassumed Liabilities from time to time after the Closing Date within five (5) days after written notice from Team.
Unassumed Liabilities. VCampus and Prosoft agree that the Plan and Plan Related Documents shall provide for the assignment to and assumption by the Liquidating Trust of all obligations and liabilities of Prosoft (the “Unassumed Liabilities”) other than the following obligations and liabilities that shall be specifically accepted, assumed and retained by Reorganized Prosoft: (i) those liabilities and obligations as specifically identified on the Closing Balance Sheet; (ii) prospective liabilities under the Leases and Executory Contracts as of the date of the Closing; (iii) any cure amounts due under Section 365 of the Bankruptcy Code for the Leases and Executory Contracts (iv) obligations of Prosoft with respect to inventory ordered by Prosoft in the Ordinary Course of Business, but not yet received by Prosoft as of the date of the Closing; (v) the current portion of employee compensation, withholdings, and Other Employee Benefits incurred in the Ordinary Course of Business, including but not limited to accrued salary and vacation for both contract and at will employees (and specifically excluding any Employee Benefit Plan liabilities); (vi) the current portion of liabilities owed to governmental entities for taxes or other similar obligations and (vii) any Wait-List Liabilities (as defined in Section 2.3(d)) assumed post-Closing by Reorganized Prosoft pursuant to Section 2.3 (the liabilities and obligations set forth in Section 1.4(i) through 1.4(vii) shall be referred to collectively as the “Retained Liabilities”). Prosoft and VCampus anticipate that the Retained Liabilities, with the exception of those described in subparagraph (ii), above, will be accounted for as part of the calculation of Working Capital. Set forth in Schedule 1.4 is a list of the liabilities described in subsections (i) and (iv), above, and the amounts of such liabilities as of the date represented on Schedule 1.4, which amounts are subject to change in the Ordinary Course of Business through the Closing Date.
Unassumed Liabilities. Other than the Assumed Liabilities, LLC shall not assume, nor shall LLC or any of its affiliates be deemed to have assumed or guaranteed, any other liability or obligation of any nature of APS, or claims of such liability or obligation, whether accrued, matured or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown arising out of (i) acts or occurrences prior to the Closing, (ii) liabilities or obligations relating to the Contributed Assets prior to the Closing, or (iii) any other liability or obligation of APS (all such items (i) through (iii) of this Section 2.2, collectively, the "Unassumed Liabilities"). The Unassumed Liabilities specifically include, without limitation, all Accounts Payable for goods delivered to APS or services performed for APS prior to the Closing Date and also include any liabilities or obligations of APS with respect to APS's employees earned prior to the Closing Date, whether or not any of APS's employees become employees of LLC.
Unassumed Liabilities. Any of the Unassumed Liabilities;
Unassumed Liabilities. Notwithstanding anything contained in Section 1.6 to the contrary, Buyer shall not assume or be liable or responsible for, and Seller or the applicable Selling Subsidiary shall retain, pay, perform and discharge, as the case may be, when due any and all of the following debts, liabilities or obligations of Seller or the applicable Selling Subsidiary, whether arising out of or relating to the Purchased Assets or the operation of the Business or otherwise prior to the Transfer Date (collectively, the "Unassumed Liabilities"):
Unassumed Liabilities. 10 2.9 Bulk Sale Law. . . . . . . . . . . . . . . . . . . . 11 2.10 Non-Assignable Contracts and Rights. . . . . . . . . 11 2.11 Prorations . . . . . . . . . . . . . . . . . . . . . 12
Unassumed Liabilities. Buyer shall not assume or be liable to Seller or any other person or entity for or in respect of any debts, liabilities and obligations of Seller not specified in Section 2.7 hereof (collectively, the "Unassumed Liabilities"). Notwithstanding the provisions of Section 2.7 hereof and without limiting the generality of the preceding sentence, Buyer shall not assume or be liable to Seller or any other person or entity for or in respect of the following debts, liabilities and obligations of Seller:
Unassumed Liabilities. Assignor shall remain liable for any and all liabilities under the Assumed Contracts, the Easements, the Permits and Assignor’s rights with respect to its Customers and Suppliers arising out of or relating or pertaining to Assignor’s performance or non-performance under any Assumed Contract at any time prior to the Closing Date, whether asserted before or after such date. Nothing contained herein shall be construed to effect an assignment by the Assignor or the assumption by the Assignee of any liabilities of the Assignor other than the Assumed Liabilities.
Unassumed Liabilities. Subject to the limitations set forth in --------------------- Section 11.5, French Subsidiary shall not assume or be liable or responsible for, and AI shall retain, pay, perform and discharge, as the case may be, any and all debts, liabilities or obligations of AI of any kind whatsoever, whether arising out of or relating to the Purchased Assets or the operation of the Business or otherwise prior to the Transfer Date other than the Assumed Liabilities (collectively, the "Unassumed Liabilities"). Notwithstanding anything to the contrary contained in Section 1.8, but subject to the limitations set forth in Section 11.5, the Unassumed Liabilities shall include without limitation the following debts, liabilities and obligations of AI as of the Transfer Date:
Unassumed Liabilities. Except as expressly and specifically set forth as Assumed Liabilities, Buyer shall not assume, and shall not be deemed to have assumed, any obligation, liability or responsibility, of any kind, of Seller and its Affiliates, irrespective of whether set forth in the Schedules hereto (collectively, the "Unassumed Liabilities").
