Assumed Obligations and Liabilities. As of the Closing, Insight ----------------------------------- will assume and after the Closing, Insight will pay, discharge and perform the following (the "Assumed Obligations and Liabilities"): (a) those obligations and liabilities accruing and relating to periods after the Closing Time under or with respect to the Assets assigned and transferred to Insight at the Closing; (b) those obligations and liabilities of AT&T to customers of the Cable Business for (i) subscriber deposits related to the Systems held by AT&T as of the Adjustment Time in the amount for which Insight received credit under Section 3.1 and (ii) customer, advertising and other advance payments held by AT&T as of the Adjustment Time in the amount for which Insight received credit under Section 3.1; (c) all obligations and liabilities accruing and relating to the Cable Business prior to the Adjustment Time in respect of which Insight received a credit pursuant to Section 3.1; and (d) all other remaining obligations and liabilities accruing and relating to periods after the Closing Time and arising out of the ownership of the Assets or operation of the Systems after the Closing Time, except to the extent that such obligations or liabilities relate to any Excluded Asset. It is understood and agreed that at the closing of the Contribution, the Partnership shall assume the Assumed Obligations and Liabilities for the benefit of AT&T and its Affiliates and upon such assumption, Insight shall have no further obligation or liability in respect of the same. All obligations and liabilities, contingent, fixed or otherwise, arising out of or relating to the Assets or the Systems other than the Assumed Obligations and Liabilities will remain and be the obligations and liabilities solely of AT&T including any obligation, liability or claim relating to or arising pursuant to (x) rate refunds to subscribers of the Systems with respect to rates charged to such subscribers during periods through and including the Closing Time, (y) litigation commenced prior to, or related to an event occurring at any time prior to the Closing Time or (z) any Excluded Asset, including the Time Warner Social Contract, and, subject to Section 7.18, the pending Settlement Agreement and Release that relates to certain of the Systems with respect to late fees charged by them, a copy of which, in the form submitted to the courts, has been provided to Insight by AT&T (the "AT&T Late Fee Settlement").
Assumed Obligations and Liabilities. At the Closing Time, Buyer will assume, and after the Closing Time, Buyer will pay, discharge and perform, the following (the "Assumed Obligations and Liabilities"): (a) those obligations and liabilities accruing and relating to periods after the Closing Time under or with respect to the Assets assigned and transferred to Buyer at the Closing; (b) those obligations and liabilities of Seller to subscribers and customers of Seller's Business for (i) subscriber deposits held by Seller as of the Closing Date related to the Systems in the amount for which Buyer received credit under Section 3.2 and (ii) customer, advertising and other advance payments held by Seller as of the Closing Date related to the Systems in the amount for which Buyer received credit under Section 3.2; (c) all obligations and liabilities accruing and relating to the Business prior to the Closing Time in respect of which Buyer received a credit pursuant to Section 3.2; and (d) all other obligations and liabilities accruing and relating to periods after the Closing Time and arising out of Buyer's ownership of the Assets or operation of the Systems after the Closing Time, except to the extent that such obligations or liabilities relate to any Excluded Asset. All obligations and liabilities, contingent, fixed or otherwise, arising out of or relating to the Assets or the Systems other than the Assumed Obligations and Liabilities will remain and be the obligations and liabilities of Seller (collectively, the "Excluded Liabilities").
Assumed Obligations and Liabilities. Subject to the terms and ----------------------------------- conditions of this Agreement, from and after the Closing Date, Buyer shall assume, pay, discharge, and perform the following (the "Assumed Obligations and Liabilities"):
Assumed Obligations and Liabilities. The Parties acknowledge and agree that Corregidor shall assume and perform all obligations and liabilities arising out of the Assets or their use on and after the Effective Date (the “Assumed Liabilities”).
Assumed Obligations and Liabilities. At Closing, Buyer shall assume, pay, discharge, and perform the following (the "Assumed Obligations and Liabilities"):
Assumed Obligations and Liabilities. Section 4.1 of the Original Agreement is amended and restated in its entirety to read as follows:
Assumed Obligations and Liabilities. All obligations and liabilities, contingent, xxxxxx or inchoate, fixed or otherwise, arising out of or relating to the Assets or the Business other than the Assumed Obligations and Liabilities will remain and be the obligations and liabilities of Seller. The following shall constitute Assumed Obligations and Liabilities:
Assumed Obligations and Liabilities. At and after the Closing, Buyer shall assume, pay, discharge, and perform the following (the "Assumed Obligations and Liabilities"): (i) those obligations and liabilities accruing and relating to periods of time after the Adjustment Time under the Assumed Contracts; (ii) those obligations and liabilities of Seller that Buyer elects in writing to assume at Closing; and (iii) all other obligations and liabilities accruing and relating to periods after the Adjustment Time and arising out of Buyer's ownership of the Assets or operation of the Business after the Adjustment Time, except to the extent such obligations or liabilities relate to any Excluded Asset. All obligations and liabilities arising out of or relating to the Assets or the Business other than the Assumed Obligations and Liabilities shall remain and be the obligations and liabilities solely of Seller.
Assumed Obligations and Liabilities. 17 4.2 TCI Excluded Assets.........................................18 4.3 Insight Excluded Assets.....................................19
Assumed Obligations and Liabilities. Prior to or at Closing, Seller will assign and contribute to Buyer and Buyer will assume the following, to the extent related to the Assets (a) accrued obligations and liabilities relating to periods after the Closing Date; and (b) those obligations and liabilities of Seller to its customers at the Properties for (i) subscriber deposits held by Seller as of the Closing Date and delivered to Buyer, and (ii) advertising and other advance payments as of the Closing Date which are credited to Buyer at Closing except to the extent that such obligations or liabilities relate to any Excluded Asset (the "Assumed Obligations and Liabilities").
