Liabilities Assumed. Buyer does not assume any liabilities of Seller. As a result, Buyer shall not be liable for any liabilities, contracts, agreements or other obligations of Seller, and Seller shall indemnify Buyer against all such liabilities, contracts and other obligations.
Liabilities Assumed. Seller agrees that Buyer assumes no liabilities of Seller, and Buyer shall not assume any such liability, whether accrued, absolute, contingent, known, unknown, or otherwise, except for
Liabilities Assumed. Except as set forth in Section 7 of this Agreement, at the Closing, Monitoring accepts the assignment of and assumes responsibility for Sequence's obligation to provide monitoring and service under the Contracts and accepts the assignment of, assumes responsibility for and agrees to pay in full at the Closing Sequence's liabilities and indebtedness described in SCHEDULE 2.2 (the liabilities and obligations described in SCHEDULE 2.2 are referred to herein as "Sequence's Third Party Indebtedness" and the creditors thereunder are referred to herein as "Sequence's Third Party Creditors"). Except as provided in this Section 2.2, Monitoring and Parent do not, and shall not, assume, or be deemed to assume, under this Agreement or otherwise, any debt, liability or obligation of Sequence or Stockholders of any nature whatsoever, whether arising by tort or contract or otherwise, whether known or unknown, including, without limitation, (a) liability arising out of actions or omissions of Sequence or Stockholders prior to or after the Closing Date; (b) liability resulting from breach of contract arising out of actions of Sequence or Stockholders or as a result of the transfer and delivery of the Assets pursuant to this Agreement; (c) liability in connection with contracts not assumed by Monitoring under this Agreement or in connection with obligations under the Alarm Accounts where performance was required prior to the Closing Date; (d) liability of Sequence for any taxes, including sales taxes, arising prior to the date hereof or in connection with the transfer and delivery of the Assets hereunder; (e) any liability in connection with representations, promises or warranties made by Sequence to Subscribers which are not described in the Contract with Subscribers; and (f) liability in connection with any of Sequence's employees, including salaries, benefits, commissions or any employee benefit plan of Sequence (all of such debts, liabilities and obligations referred to herein as the "Excluded Liabilities"). All Excluded Liabilities of Sequence that are not assumed by Monitoring hereunder shall be paid, performed and discharged by Sequence.
Liabilities Assumed. As of the Closing Date, Buyer will assume and agree to pay, discharge and perform insofar as they relate to the time period on and after the Closing Date, and arise out of events occurring on or after the Closing Date, all the obligations and liabilities of Seller under the Assumed Contracts.
Liabilities Assumed. 3.1 Except as otherwise provided below, at Closing, the Purchaser agrees to assume and pay, discharge or perform, as appropriate, only the liabilities and obligations of the Seller specifically itemized on Schedule 3 hereto ("Assumed Liabilities").
Liabilities Assumed. The Purchaser agrees to assume and pay, discharge or perform, as appropriate, all liabilities directly attached to the Assets listed on Schedule 3 (the “Assumed Liabilities”). The obligations of the Purchaser under this section are subject to whatever rights the Purchaser may have under this Agreement or otherwise for breach by the Seller of any representation, warranty, covenant or agreement contained in this Agreement, including but not limited to any right of indemnification provided by this Agreement.
Liabilities Assumed. Concurrently with the Asset Contribution contemplated in Section 1.1, KGE shall assume and agree to pay, perform and discharge when due all debts, claims, losses, liabilities, leases and obligations whatsoever, including, without limitation, debts, indebtedness for borrowed money, guaranties, liabilities, obligations, and claims with respect to any contracts included in the KPL Business, that arise out of, or relate to or are generated by, the KPL Assets or the operations of the KPL Business, whether arising before or after the Asset Contribution and whether known or unknown, fixed or contingent (the "Assumed Liabilities"). The Assumed Liabilities shall also include an aggregate principal amount of indebtedness for borrowed money of Western Resources so that aggregate total indebtedness for borrowed money (including preferred stock) of KGE equals $1.9 billion immediately prior to the KGE Effective Time; provided, however, that the Assumed Liabilities shall not include indebtedness for borrowed money of Western Resources if KGE immediately prior to the KGE Effective Time already has indebtedness for borrowed money (including preferred stock) of $1.9 billion, it being understood that in no case shall the indebtedness for borrowed money (including preferred stock) of KGE exceed $1.9 billion immediately prior to the KGE Effective Time.
Liabilities Assumed. The Purchaser agrees to assume the Assumed Liabilities from the Seller as of the Closing.
Liabilities Assumed. In further consideration for the contribution of the Facilities Assets, on and as of the Closing Date, subject to the exclusion of liabilities described in Section 1.7 below, the Parties acknowledge and agree that Newco UHS-1, Newco Q-1 and the Company, following the Merger, shall assume and agree to pay, perform and discharge the following liabilities (collectively, the "Assumed Liabilities"):
Liabilities Assumed. (a) Purchaser shall assume and be responsible for the Assumed Liabilities arising after the Closing.
