Assumption of Certain Obligations Sample Clauses

Assumption of Certain Obligations. Buyer shall not, by the execution, delivery and performance of this Agreement, assume, be bound by or otherwise be responsible for any liability or obligation of Seller of any kind or nature, known, unknown, accrued, absolute, contingent or otherwise, whatsoever whether arising out of occurrences prior to, at or after the date hereof, with reference to the Assets except those obligations assumed by Buyer under those certain licenses. Without limiting the foregoing, it is understood that Buyer does not assume, undertake or accept any obligations, duties, responsibilities or liabilities of Seller that now exist or may arise in the future with respect to matters occurring on or prior to the Closing (a) to any contract which does not relate expressly to the Masters; (b) to any employee or former employee of Seller or any of such employee's beneficiaries, heirs or assigns, arising out of such employee's or former employee's employment by Seller, or out of the transactions contemplated by this Agreement; (c) with respect to (i) any income, profits, property, excise or similar taxes (it being understood that Seller shall pay and be responsible for any and all taxes related to the operations of the Business through the Closing), or (ii) any claims for any personal injuries, property damage or consequential damage relating to products sold or manufactured by Seller on or prior to the Closing; (d) under any statutes, rule, regulation, code or ordinance, including, but not limited to, civil rights, health, safety, labor, discrimination and environmental laws, rules, regulations, codes and ordinances; (e) in connection with this Agreement and the transactions provided for herein, including transfer and other taxes, and expenses pertaining to the performance by Seller of its obligations hereunder, provided that Seller shall pay any sales taxes due to the State of Louisiana upon the sale of the Assets to Buyer; (f) to any shareholder of Seller; and (g) with respect to any options, warrants, agreements or convertible or other rights to acquire any securities of or interests in the Seller.
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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. 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 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:
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Assumption of Certain Obligations. Subject to the provisions of this Agreement, from and after the Closing Date, Buyer shall, by the Assignment and Assumption Agreement, assume only (i) the liabilities and obligations relating to occurrences arising after the Closing under the leases for Leased Real Property, Personal Property Leases, Contracts and Permits forming part of the Purchased Assets, (ii) all obligations (including under the Employee Benefit Plan described as "Health Plan Upper Ohio Valley/Rx" on Schedule 3.2(i) hereto) to Transferred Employees that relate to occurrences after the Closing Date; and (iii) all accrued vacation, sick pay, paid time off and bonuses owing from Seller to the Transferred Employees (collectively, the "Assumed Liabilities").
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"):
Assumption of Certain Obligations. Prior to the Effective Time, Global Crossing NA shall have entered into an Indemnification Agreement in substantially the form of Exhibit B hereto with the --------- Company, Global Center, Exodus and each Contract Holder.
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