Common use of Liabilities Assumed Clause in Contracts

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. (a) Except as set forth for the Assumed Liabilities expressly specified in Section 7 of this Agreement2.2(b), at the ClosingBuyer has not agreed to pay, Monitoring accepts the assignment of and assumes responsibility for Sequence's obligation shall not be required 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, assume and shall not, assume, or be deemed to assume, under this Agreement or otherwise, any debt, have no liability or obligation of Sequence with respect to, any liability or Stockholders of any nature whatsoeverobligation, whether arising by tort direct or contract indirect, absolute or otherwisecontingent, whether known or unknown, includingmatured or unmatured, of Seller, any subsidiary or affiliate of Seller or any other person, whether arising out of occurrence prior to, at or after the date hereof (the "Excluded Liabilities"). Excluded Liabilities shall include, without limitation, (ai) all fees and expenses incurred by Seller or any of its affiliates or subsidiaries, in connection with this Agreement; (ii) any liability arising out or obligation to or in respect of actions any employees or omissions former employees of Sequence Seller related to their employment or Stockholders accruing 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 their termination by Seller including without limitation (w) wages, overtime, severance pay, pay in lieu of notice, accrued vacation time earned or accrued prior to the transfer Closing or as a result thereof, other than any accrued paid vacation days and delivery sick pay for any employees of Seller whom Buyer agrees to employ ("Employee Costs"), (x) any employment agreement, whether or not written, between Seller and any person, (y) any liability under any Employee Plan (defined to include any employee benefit plan, "Employee Benefit Plan," as defined in Section 3(3) of the Assets pursuant Employee Retirement Income Security Act of 1974, as amended, "ERISA," and all other benefit arrangements that are not Employee Benefit Plans, including, but not limited to this Agreement; any employment or consulting agreement, any arrangement providing insurance benefits, any incentive bonus or deferred bonus arrangement, any arrangement providing termination allowance, severance or similar benefits, any equity compensation plan, any deferred compensation plan, and any compensation policy or practice, "Benefit Arrangement," (ci) liability in connection which are maintained, contributed to or required to be contributed to by Seller or any entity that, together with contracts not assumed by Monitoring Seller as of the relevant measuring date under this Agreement ERISA, is or in connection with obligations under the Alarm Accounts where performance was required to be treated as a single employer under Section 414 of the Code, "ERISA Affiliate," or under which Seller or any ERISA Affiliate may incur any liability, and (ii) which cover the employees, former employees, directors or former directors of Seller or any ERISA Affiliate) at any time maintained, contributed to or required to be contributed to by or with respect to Seller or under which Seller may incur liability, or any contributions, benefits or liabilities therefor, or any liability with respect to Seller's withdrawal or partial withdrawal from or termination of any Employee Plan and (z) any claim of an unfair labor practice, or any claim under any state unemployment compensation or worker's compensation law or regulation or under any federal or state employment discrimination law or regulation, which shall have been asserted on or prior to the Closing Date or is based on acts or omissions which occurred on or prior to the Closing Date; (diii) any liability or obligation of Sequence for Parent or Seller in respect of any taxes, including sales taxes, Tax; or (iv) any liability arising out of occurrences or omissions prior to the date hereof or in connection with the transfer and delivery Closing. For purposes of this Agreement "Tax" means any of the Assets hereunder; (e) Taxes, and "Taxes" means all federal, state, local and foreign income, capital gains, gross receipts, sales, use, ad valorem, franchise, capital, profits, license, withholding, employment, payroll, transfer, conveyance, documentary, stamp, property, excise, value added, customs duties, minimum taxes, and any liability in connection other taxes, levies or assessments of any kind whatsoever, together with representationsadditions to tax or additional amounts, promises interest and penalties relating thereto that may be imposed by any federal, state, local 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 Sequenceforeign governments.

Liabilities Assumed. Except as set forth in Section 7 As 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 Date, Buyer will assume and agree to pay, discharge and perform, the following obligations and liabilities and indebtedness described in SCHEDULE 2.2 of Seller (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, “Assumed Liabilities”): (a) liability arising out all obligations of actions or omissions of Sequence or Stockholders prior to or Seller under the Assumed Contracts and Permits, in each case, that arise from and after the Closing Date; 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 except for any obligations under the Alarm Accounts where performance was required that have accrued prior to the Closing Date) and (b) to the extent of such credit, all liabilities for which Buyer receives a credit against the Purchase Price pursuant to Section 3.6; (d) liability of Sequence for any taxesprovided, however, that, notwithstanding anything to the contrary in this Agreement, including sales taxesthe definition of “Assumed Contracts” in Article I, arising prior the Assumed Liabilities will not include (i) any obligation under an Assumed Contract that does not relate to the date hereof operation of the Stations or in connection the Purchased Assets if such Assumed Contract relates to both (x) the operation of the Stations or the Purchased Assets and (y) other assets or operations of Seller or its Affiliates or (ii) if Buyer assumes rights and obligations of Seller under an Assumed Contract by executing a new Contract with the transfer counterparty thereto rather than assuming an existing Assumed Contract, any obligations under the existing Assumed Contract. For clarity, with respect to the LER Agreement, Buyer shall either assume the LER Agreement or enter into a replacement Contract as contemplated by the next sentence of this Section 3.2, in either case, solely to the extent of obligations related to the Stations covered thereby (KTCY-FM and delivery KZMP-FM) or terminate its obligations thereunder and pay the “Buyout Amount” as defined in and calculated under Section 5 of the Assets hereunder; LER Agreement with respect to KTCY-FM and KZMP-FM (ein which event Seller shall cause LER to provide Buyer with an acknowledgment that the LER Agreement has, effective upon receipt of the Buyout Amount, been terminated with respect to such Stations) and, upon payment of the Buyout Amount, the Assumed Liabilities shall not include any liability in connection with representations, promises or warranties made obligation under the LER Agreement. Buyer may assume the Assumed Liabilities under an Assumed Contract by Sequence to Subscribers which are not described in the executing a new Contract with Subscribers; and the counterparty thereto (fif acceptable to the counterparty thereto) liability in connection with any instead 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 assuming the "Excluded Liabilities"). All Excluded Liabilities of Sequence that are not assumed by Monitoring hereunder shall be paid, performed and discharged by Sequenceexisting Assumed Contract.

Liabilities Assumed. Except Buyer hereby assumes and agrees to pay, perform and discharge, to the extent not theretofore performed, paid or discharged, all liabilities and/or obligations of Seller related to the Assumed Contracts and the Leases arising after the Closing Date (as set forth defined in Section 7 of this Agreement13.1 – Closing Date), at the Closing, Monitoring accepts provided that Buyer will not be obligated to assume such Assumed Contracts if the assignment of the Assumed Contract requires the consent of a third party and assumes responsibility for Sequence's obligation such consent has not been obtained prior 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 Date and all liabilities of Seller associated with all accounts payable and indebtedness described all accrued expenses incurred by Seller in SCHEDULE 2.2 the ordinary course of Seller’s business prior to the Closing Date (the liabilities “Assumed Liabilities”). Attached as Exhibit C is a list of all of the accounts payable and obligations described in SCHEDULE 2.2 are referred to herein accrued expenses as "Sequence's Third Party Indebtedness" of May 30, 2005 and the creditors thereunder are referred to herein as "Sequence's Third Party Creditors"value of each that Buyer will assume after the Closing Date (the “Accounts Payable”). Except Buyer will receive a credit against the Purchase Price (as provided defined in this Section 2.24 – Purchase Price) for the total amount of Accounts Payable that the Buyer will assume. The Buyer will not assume or have any responsibility with respect to any other obligation or liability of Seller not included within the definition of Assumed Liabilities, Monitoring and Parent do notincluding, and shall not, assume, or be deemed to assume, under this Agreement or otherwisewithout limitation, any debtliability, liability obligation, claim against or obligation contract of Sequence the Business or Stockholders Seller of any nature whatsoever, whether arising by tort kind or contract or otherwisenature, whether known or unknown, including, without limitation, (a) liability arising out of actions this or omissions any other transaction or event occurring prior or subsequent to the Closing, and Seller expressly agrees it will remain liable for, it will indemnify Buyer, and its affiliates, members, officers, employees, agents, consultants, contractors and representatives from all such obligations or liabilities. Buyer will be provided with a credit against the Purchase Price for all deposits paid to Seller under the Wedding Contracts and any and all customer deposit receipts including but not limited to the foregoing. Notwithstanding any other provision of Sequence this Agreement, in no event whatsoever, except to the extent agreed upon pursuant to the terms set forth in Section 11.9, in either law or Stockholders prior to in equity, will Xxxxxx X. Xxxxxxxxxx and or after the Closing Date; (b) liability resulting from breach Xxxxxxxx X. Xxxxxxxxxx be held personally liable for any claim whatsoever of contract arising any kind or nature, whenever it may occur, which arises out of actions of Sequence or Stockholders the Agreement or as a result of the transfer and delivery closing of the Assets pursuant to this transactions covered by the 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. (a) Except as set forth for the Assumed Liabilities expressly specified in Section 7 of this Agreement2.2(b), at the ClosingBuyer has not agreed to pay, Monitoring accepts the assignment of and assumes responsibility for Sequence's obligation shall not be required 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, assume and shall not, assume, or be deemed to assume, under this Agreement or otherwise, any debt, have no liability or obligation of Sequence with respect to, any liability or Stockholders of any nature whatsoeverobligation, whether arising by tort direct or contract indirect, absolute or otherwisecontingent, whether known or unknown, includingmatured or unmatured, without limitationof Seller, (a) liability any subsidiary or affiliate of Seller or any other person, whether arising out of actions or omissions of Sequence or Stockholders occurrence prior to to, at 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 shall include, without limitation, (i) all fees and expenses incurred by Seller or any of Sequence its affiliates or subsidiaries, in connection with this Agreement; (ii) any liability or obligation to or in respect of any employees or former employees of Seller related to their employment or accruing prior to the Closing or as a result of their termination by Seller including without limitation (w) wages, overtime, severance pay, pay in lieu of notice, accrued vacation time earned or accrued prior to the Closing or as a result thereof, other than any accrued paid vacation days and sick pay for any employees of Seller whom Buyer agrees to employ ("Employee Costs"), (x) any employment agreement, whether or not written, between Seller and any person, (y) any liability under any Employee Plan (defined to include any employee benefit plan, ?Employee Benefit Plan,? as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, ?ERISA,? and all other benefit arrangements that are not assumed Employee Benefit Plans, including, but not limited to any employment or consulting agreement, any arrangement providing insurance benefits, any incentive bonus or deferred bonus arrangement, any arrangement providing termination allowance, severance or similar benefits, any equity compensation plan, any deferred compensation plan, and any compensation policy or practice, ?Benefit Arrangement,? (i) which are maintained, contributed to or required to be contributed to by Monitoring hereunder shall Seller or any entity that, together with Seller as of the relevant measuring date under ERISA, is or was required to be paidtreated as a single employer under Section 414 of the Code, performed ?ERISA Affiliate,? or under which Seller or any ERISA Affiliate may incur any liability, and discharged (ii) which cover the employees, former employees, directors or former directors of Seller or any ERISA Affiliate) at any time maintained, contributed to or required to be contributed to by Sequence.or with respect to Seller or under which Seller may incur liability, or any contributions, benefits or liabilities therefor, or any