Assumption of Certain Obligations. Buyer shall assume only those liabilities related to the Business or Assets which are referred to in Section 2.2(a) or are otherwise expressly assumed in this Agreement (the "Assumed Liabilities").
Assumption of Certain Obligations. At the Effective Time, the Surviving Corporation shall assume all of MediaOne's rights and obligations under all of the agreements to which MediaOne is a party as of the Effective Time, including without limitation, the Separation Agreement between MediaOne and U S WEST dated as of June 5, 1998, the Employee Matters Agreement between MediaOne and U S WEST dated as of June 5, 1998, and the Tax Sharing Agreement between MediaOne and U S WEST dated as of June 5, 1998 (collectively, the "U S WEST Agreements") and shall execute such instruments of assumption as may be reasonably required under the terms of the U S WEST Agreements and such other agreements. At the Effective Time, AT&T shall guarantee the performance by the Surviving Corporation of its obligations under the U S WEST Agreements.
Assumption of Certain Obligations. At the Closing, and subject to the limitation set forth at Section 1.3(z) below, Buyer will assume and will be liable for Seller's obligations to render performance under the IFE Contracts and the License and Distribution Agreements insofar as the same have been disclosed to the Buyer prior to the date of this Agreement. Buyer will not assume and will not be liable for any other obligations of Seller; provided, however, that Buyer, in its sole discretion and without otherwise incurring any liability for other obligations of Seller not assumed by it, may perform on behalf of Seller certain of Seller's obligations not otherwise assumed hereunder and, in any such event shall be entitled to reduce the Purchase Price (as defined in Section 2.1(a) below) by an amount equal to the cost to Buyer to perform such obligation. Such reduction of the Purchase Price shall be accomplished by making a claim against and reducing the Post Closing Escrow Deposit for as long as the Post Closing Escrow Deposit remains deposited with the Escrow Agent (and is not exhausted). Without limiting the generality of the immediately preceding sentence, Seller will retain and be solely responsible for (w) any claims, causes of action or pending or threatened litigation or proceedings (including without limitation any environmental or tort liabilities) relating to or arising out of any acts, facts, circumstances, events or conditions occurring or existing prior to the Closing Date (as defined in Section 8.1), regardless of when such claims or causes of action are asserted or such litigation or proceedings are commenced, (x) any liabilities, the existence or amount of which constitute a breach of a representation, warranty or covenant of Seller contained in this Agreement or any document executed and delivered by Seller to Buyer pursuant to this Agreement, (y) any liability, costs or claims of any nature by or in respect of any of the employees, officers, agents or contractors of Seller whether or not engaged in the IFE Business, none of which are assumed by Buyer hereunder, and (z) any claims, causes of action or any pending or threatened litigation or proceedings and any liability thereby arising in respect of Mr. Sneaky, other than any liability assumed by Buyer to support those IFE customers, if any, utilizing such game until the expiration of the current IFE Contract with respect thereto provided that the Seller shall not be under any such liability in respect of Mr. Sneaky where such ...
Assumption of Certain Obligations. Except as hereinbelow provided, at the Closing, the Buyer shall assume, and agree to pay, perform, fulfill and discharge, (i) those obligations of the Seller which accrue after the Closing Date and which relate to events which transpire subsequent to the Closing Date, under the Real Estate Leases, Personal Property Leases and Other Contracts together with any and all other obligations connected to, arising from or relating to the operation of the Buyer's business after the Closing Date, (ii) the debt obligations set forth on SCHEDULE 3 hereto, (iii) the trade accounts payable as set forth on SCHEDULE 3 as offset (in accordance with Seller's GAAP (as defined in Section 5.2(a)) by co-op advertising amounts due from vendors, and (iv) the accrued, ordinary-course liabilities of the Seller as set forth on SCHEDULE 3 hereto (collectively, the "ASSUMED OBLIGATIONS"). Except as expressly set forth in this Agreement, the Buyer shall NOT assume, and shall NOT be deemed to have assumed, any liability or obligation of the Seller whatsoever including, without limitation: (i) any liability or obligation relating to or arising out of the ownership of the Acquired Assets by the Seller prior to the Closing Date, (ii) any obligations not expressly assumed pursuant to this Section 3, including non-assumed Seller's obligations arising prior to the Closing Date, such as Taxes (as defined in Section 6.13), violations of law, employee liabilities, product liability claims, customer claims for rebates, refunds or allowances, environmental liabilities, or intellectual property infringement claims, or amounts owed to vendors who have, as of the Closing Date, prepaid booth registration fees to Seller for Seller's October 2002 "Conversion Expo" and subsequent to the Closing Date such vendor cancels its registration and seeks a refund of such fees, (iii) any bank debt of the Seller, and (iv any obligations relating to any Excluded Assets.
Assumption of Certain Obligations. Upon the terms and subject to the conditions set forth herein, Purchaser agrees, effective as of the Closing, to assume and to timely satisfy and discharge the following Liabilities of Seller and its Affiliates relating to the Products and the Purchased Assets, in each case other than the Retained Liabilities (all of the foregoing Liabilities being collectively referred to hereinafter as the “Assumed Liabilities”):
Assumption of Certain Obligations. Upon the sale, transfer, assignment, conveyance, and delivery of the Purchased Assets to Buyer at the Closing, Buyer shall assume and thereafter pay, perform, and discharge all obligations to be performed or arising after the Closing under all of the Assumed Contracts (the "Assumed Obligations"). Other than the Assumed Obligations, Buyer shall not assume or be liable for any other obligations or liabilities of Buyer (including any cure amounts payable to other parties to the Assumed Contracts).
Assumption of Certain Obligations. (a) TWC hereby expressly assumes (i) the due and punctual payment of the principal of, premium, if any, on, interest on, and any additional amounts payable under the Indenture in respect of, the Notes, and (ii) the performance of all of the covenants provided for in the Indenture to be performed or observed by WHD.
Assumption of Certain Obligations. Upon the terms and subject to the conditions set forth herein, Purchaser agrees, effective at the Closing, to assume and to timely satisfy and discharge the (x) Commercialization Agreement Assumed Liabilities and (y) the following Liabilities of Seller and its Affiliates to the extent relating to the Purchased Assets or the Business, in each case other than the Retained Liabilities (all of the foregoing Liabilities being collectively referred to hereinafter as the “Assumed Liabilities”), in each case except to the extent Seller or its Affiliates indemnify Purchaser and its Affiliates under provisions of the Commercialization Agreement that survive termination pursuant to Section 10.05 hereof:
Assumption of Certain Obligations. 3.2.1 At the Closing, XXXXX shall assign to PHMD and PHMD shall assume and agree to timely perform, pay and discharge, on and after the Effective Time, the following, and only the following, obligations of XXXXX (all such assumed obligations being collectively referred to as the “Assumed Obligations”): all obligations devolving on PHMD which accrue and arise pursuant to the Assumed Contracts on or after the Effective Time.
Assumption of Certain Obligations. As further consideration for the Assets, as of the close of business on the Closing Date, Purchaser shall assume and thereafter pay, perform or discharge, when due, the following liabilities and obligations of Seller (the "Assumed Liabilities"):
