Common use of Limitations On Assumption of Liabilities Clause in Contracts

Limitations On Assumption of Liabilities. Notwithstanding Section 2.3(a), CCIC and Buyer are not assuming under this Agreement or any Transaction Document any Liabilities that are not specifically described in Section 2.3(a) as an Assumed Liability (each, a "Retained Liability"). On the terms set forth in Article 8, Powertel and Sellers shall hold CCIC and Buyer harmless from the Retained Liabilities. By way of example and not limitation, each of the following represents a Retained Liability: (i) any Liabilities arising out of any actual or alleged breach or nonperformance by Powertel or any of the Sellers (or their respective Affiliates) prior to the Closing of any provision of any Contract; (ii) any product liability or similar claim for injury to any Person or property, regardless of when made or asserted, that arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by Powertel or any of the Sellers (or their respective Affiliates), or alleged to have been made by Powertel or any of the Sellers (or their respective Affiliates), or which is imposed or asserted to be imposed by operation of Law in connection with any service performed or product sold or leased by or on behalf of Powertel or any of the Sellers (or their respective Affiliates) prior to the Closing; (iii) any federal, state, local or foreign income or other Tax payable with respect to the Assets or other properties or operations of Powertel or Sellers or any member of any affiliated group of which Powertel or Sellers are a member for any period, in each case prior to the Closing; (iv) any Liabilities arising prior to, after or as a result of the Closing to or with respect to any employees, agents or independent contractors of Powertel or any of the Sellers or their respective Affiliates or commitments to any of their respective Affiliates; (v) any Liabilities of Powertel or any of the Sellers arising from or incurred in connection with the preparation, negotiation, execution and performance of this Agreement or the other Transaction Documents except as otherwise provided herein and therein; (vi) any Liabilities, whether known or unknown, arising from or related to (A) any violation by Powertel, the Sellers or their respective Affiliates prior to the Closing of any Environmental Laws relating to the ownership, use or occupancy of the Assets, or (B) any Environmental Condition existing prior to the Closing which Powertel, the Sellers or their respective Affiliates caused, (vii) any Liabilities caused by or attributable to the ownership, possession, occupancy, use or operation of the Assets by Powertel or any of the Sellers (or their respective Affiliates) prior to the Closing, (viii) the rents, revenues, Taxes, charges and payments that are apportioned for the account of Powertel or Sellers pursuant to Section 2.7 hereof, (ix) any free or below market wireless or related phone services required by any Contracts to be provided to any Person, including the lessors under any Site Leases, whether such obligation accrues before or after the Closing, (x) any Liability arising out of the matters disclosed on Schedule 6.1(d) or any Liability of Powertel or the Sellers (or their respective Affiliates) arising out of any Litigation that is pending or threatened in writing to Powertel or the Sellers as of the Closing Date or any actual or alleged violation by Powertel or any of the Sellers (or their respective Affiliates) of any applicable Law prior to the Closing, (xi) any Liability of Powertel or the Sellers (or their respective Affiliates) that relates primarily to, or that arises primarily out of, any Excluded Asset, or that arises out of the ownership by Powertel, the Sellers or their respective Affiliates of the Excluded Assets or realization of the benefits of any Excluded Asset, and (xii) all other obligations or liabilities of Powertel or any of the Sellers, or any of their respective Affiliates, of any nature whatsoever (whether express or implied, fixed or contingent, known or unknown) other than the Assumed Liabilities.

Limitations On Assumption of Liabilities. Notwithstanding ---------------------------------------- Section 2.3(a)2.3.3, CCIC and Buyer are OpCo is not assuming under this Agreement or any Transaction Document any Liabilities that are not specifically described in Section 2.3(a) as an Assumed Liability 2.3.3 or any of the following (each, a "BAM Retained Liability"). On the terms set forth in Article 8, Powertel and Sellers shall hold CCIC and Buyer harmless from the Retained Liabilities. By way of example and not limitation, each of the following represents a Retained Liability: ): (i) any Liabilities arising out of any actual or alleged breach or nonperformance by Powertel BAM ---------------------- or any of the Sellers (or their respective Affiliates) Transferring Partnerships prior to the Closing of any provision of any Contract; (ii) any product liability or similar claim for injury to any Person or property, regardless of when made or asserted, that arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by Powertel BAM or any of the Sellers (or their respective Affiliates)Transferring Partnerships, or alleged to have been made by Powertel BAM or any of the Sellers (or their respective Affiliates)Transferring Partnerships, or which is imposed or asserted to be imposed by operation of Law in connection with any service performed or product sold or leased by or on behalf of Powertel BAM or any of the Sellers (or their respective Affiliates) Transferring Partnerships prior to the Closing; (iii) any federal, state, local or foreign income or other Tax payable with respect to the BAM Contributed Assets or other properties or operations of Powertel or Sellers BAM or any member of any affiliated group of which Powertel or Sellers are BAM is a member for any period, in each case period prior to the Closing; (iv) except to the extent that such Liabilities are to be assumed by OpCo, as may be set forth in the Agreement Regarding Identified Employees, any Liabilities arising prior to, after to or as a result of the Closing to or with respect to any employees, agents or independent contractors of Powertel BAM or any of the Sellers Transferring Partnerships, whether or their respective Affiliates not employed by OpCo after the Closing and whether or commitments to not arising under any of their respective Affiliatesapplicable Law, Benefit Plan or other arrangement with respect thereto; (v) any Liabilities of Powertel BAM or any of the Sellers Transferring Partnerships arising from or incurred in connection with the preparation, negotiation, execution and performance of this Agreement or Agreement, the other Transaction Documents and the Transactions except as otherwise provided herein and therein; (vi) any Liabilities, whether known or unknown, arising from or related to (A) any violation by Powertel, the Sellers or their respective Affiliates prior to the Closing of any Environmental Laws by BAM or any of the Transferring Partnerships relating to the ownership, use or occupancy of the AssetsBAM Contributed Assets by BAM, or any Environmental Condition caused by BAM or any of the Transferring Partnerships existing prior to the Closing, or (B) any Environmental Condition existing (which for purposes of this Section 2.3.4(vi)(B) shall have the meaning set forth in Article 1 except that the phrase "created by BAM" shall be treated as deleted from such definition) at any of the Tower Sites included in the BAM Contributed Assets and which is revealed by any of the Required BAM Phase I Reports, (vii) Events occurring on or after the date hereof but prior to the Closing which Powertel, the Sellers or their respective Affiliates caused, (vii) any Liabilities caused by or attributable to Date in connection with the ownership, possession, occupancy, use or and operation of the Assets by Powertel or any of the Sellers (or their respective Affiliates) prior to the ClosingBAM Contributed Assets, (viii) except to the extent specifically included in the Assumed Liabilities any and all costs, expenses or payments associated with the completion of construction of Tower Structures located on Tower Sites to be conveyed hereunder, except to the extent that Bidder and BAM have agreed to modifications to such Tower Structures in which case the cost of such modifications shall be included in the Assumed Liabilities, and (ix) the rents, revenues, Taxes, charges and payments that are apportioned for the account of Powertel or Sellers BAM pursuant to Section 2.7 2.3.8 hereof, (ix) any free or below market wireless or related phone services required by any Contracts to be provided to any Person, including the lessors under any Site Leases, whether such obligation accrues before or after the Closing, (x) any Liability arising out of the matters disclosed on Schedule 6.1(d) or any Liability of Powertel or the Sellers (or their respective Affiliates) arising out of any Litigation that is pending or threatened in writing to Powertel or the Sellers as of the Closing Date or any actual or alleged violation by Powertel or any of the Sellers (or their respective Affiliates) of any applicable Law prior to the Closing, (xi) any Liability of Powertel or the Sellers (or their respective Affiliates) that relates primarily to, or that arises primarily out of, any Excluded Asset, or that arises out of the ownership by Powertel, the Sellers or their respective Affiliates of the Excluded Assets or realization of the benefits of any Excluded Asset, and (xii) all other obligations or liabilities of Powertel or any of the Sellers, or any of their respective Affiliates, of any nature whatsoever (whether express or implied, fixed or contingent, known or unknown) other than the Assumed Liabilities.

Limitations On Assumption of Liabilities. Notwithstanding Section ---------------------------------------- 2.3(a), CCIC and Buyer are not assuming under this Agreement or any Transaction Document any Liabilities that are not specifically described in Section 2.3(a) as an Assumed Liability (each, a "Retained Liability"). On the terms set forth ------------------ in Article 8, Powertel and Sellers shall hold CCIC and Buyer harmless from the Retained Liabilities. By way of example and not limitation, each of the following represents a Retained Liability: (i) any Liabilities arising out of any actual or alleged breach or nonperformance by Powertel or any of the Sellers (or their respective Affiliates) prior to the Closing of any provision of any Contract; (ii) any product liability or similar claim for injury to any Person or property, regardless of when made or asserted, that arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by Powertel or any of the Sellers (or their respective Affiliates), or alleged to have been made by Powertel or any of the Sellers (or their respective Affiliates), or which is imposed or asserted to be imposed by operation of Law in connection with any service performed or product sold or leased by or on behalf of Powertel or any of the Sellers (or their respective Affiliates) prior to the Closing; (iii) any federal, state, local or foreign income or other Tax payable with respect to the Assets or other properties or operations of Powertel or Sellers or any member of any affiliated group of which Powertel or Sellers are a member for any period, in each case prior to the Closing; (iv) any Liabilities arising prior to, after or as a result of the Closing to or with respect to any employees, agents or independent contractors of Powertel or any of the Sellers or their respective Affiliates or commitments to any of their respective Affiliates; (v) any Liabilities of Powertel or any of the Sellers arising from or incurred in connection with the preparation, negotiation, execution and performance of this Agreement or the other Transaction Documents except as otherwise provided herein and therein; (vi) any Liabilities, whether known or unknown, arising from or related to (A) any violation by Powertel, the Sellers or their respective Affiliates prior to the Closing of any Environmental Laws relating to the ownership, use or occupancy of the Assets, or (B) any Environmental Condition existing prior to the Closing which Powertel, the Sellers or their respective Affiliates caused, (vii) any Liabilities caused by or attributable to the ownership, possession, occupancy, use or operation of the Assets by Powertel or any of the Sellers (or their respective Affiliates) prior to the Closing, (viii) the rents, revenues, Taxes, charges and payments that are apportioned for the account of Powertel or Sellers pursuant to Section 2.7 hereof, (ix) any free or below market wireless or related phone services required by any Contracts to be provided to any Person, including the lessors under any Site Leases, whether such obligation accrues before or after the Closing, (x) any Liability arising out of the matters disclosed on Schedule 6.1(d) or any Liability of Powertel or the Sellers (or their respective Affiliates) arising out of any Litigation that is pending or threatened in writing to Powertel or the Sellers as of the Closing Date or any actual or alleged violation by Powertel or any of the Sellers (or their respective Affiliates) of any applicable Law prior to the Closing, (xi) any Liability of Powertel or the Sellers (or their respective Affiliates) that relates primarily to, or that arises primarily out of, any Excluded Asset, or that arises out of the ownership by Powertel, the Sellers or their respective Affiliates of the Excluded Assets or realization of the benefits of any Excluded Asset, and (xii) all other obligations or liabilities of Powertel or any of the Sellers, or any of their respective Affiliates, of any nature whatsoever (whether express or implied, fixed or contingent, known or unknown) other than the Assumed Liabilities.

Limitations On Assumption of Liabilities. Notwithstanding Section 2.3(a), CCIC and Buyer are ATLP is not assuming under this Agreement or any Transaction Collateral Document any Liabilities that are not specifically described in Section 2.3(a) as an Assumed Liability (each, a "Retained Liability"). On the terms set forth in Article 810, Powertel Target and Sellers the Target Stockholder shall hold CCIC and Buyer ATLP harmless from the Retained Liabilities. By way of example and not limitation, each of the following represents a Retained Liability: (i) any Liabilities arising out of any actual or alleged breach or nonperformance by Powertel or any of the Sellers Target (or their respective Affiliates) prior to the Closing of any provision of any Contract; (ii) any product liability or similar claim for injury to any Person or property, regardless of when made or asserted, that arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by Powertel or any of the Sellers (or their respective Affiliates), Target or alleged to have been made by Powertel or any of the Sellers (or their respective Affiliates)Target, or which is imposed or asserted to be imposed by operation of Law in connection with any service performed or product sold or leased by or on behalf of Powertel or any of the Sellers (or their respective Affiliates) Target prior to the Closing; (iii) any federal, state, local or foreign income or other Tax payable with respect to the Target Assets or other properties or operations of Powertel or Sellers Target or any member of any affiliated group of which Powertel or Sellers are Target was a member for any period, in each case prior to the Closing; (iv) any Liabilities arising prior to, after or as a result of the Closing to or with respect to any employees, agents or independent contractors of Powertel or any of the Sellers or their respective Affiliates or commitments to any of their respective AffiliatesTarget; (v) any Liabilities of Powertel or any of the Sellers Target arising from or incurred in connection with the preparation, negotiation, execution and performance of this Agreement or the other Transaction Documents any Collateral Documents, except as otherwise provided herein and therein; (vi) any Liabilities, whether known or unknown, arising from or related to (A) any violation by Powertel, the Sellers or their respective Affiliates Target prior to the Closing of any Environmental Laws relating to the ownership, use or occupancy of the Target Assets, or (B) any Environmental Condition existing prior to the Closing which Powertel, the Sellers or their respective Affiliates Target caused, whether by action or inaction; (vii) any Liabilities caused by or attributable to the ownership, possession, occupancy, use or operation of the Target Assets by Powertel or any of the Sellers (or their respective Affiliates) Target prior to the Closing, ; (viii) the rents, revenues, Taxes, charges chrges and payments that are apportioned for the account of Powertel or Sellers Target pursuant to Section 2.7 3.1(b) hereof, ; (ix) any free or below market wireless or related phone services required by any Contracts to be provided to any Person, including the lessors under any Site Leases, whether such obligation accrues before or after the Closing, (x) any Liability arising out of the matters disclosed on Schedule 6.1(d4.6(c) or any Liability of Powertel or the Sellers (or their respective Affiliates) Target arising out of any Litigation Legal Action that is pending or threatened in writing to Powertel or the Sellers Target as of the Closing Date or any actual or alleged violation by Powertel or any of the Sellers (or their respective Affiliates) Target of any applicable Applicable Law prior to the Closing, ; (xix) any Liability of Powertel or the Sellers (or their respective Affiliates) Target that relates primarily to, or that arises primarily out of, any Excluded Asset, or that arises out of the ownership by Powertel, the Sellers or their respective Affiliates Target of the Excluded Assets or realization of the benefits of any Excluded Asset; (xi) any Liability or obligation from or relating to breach of any warranty or any misrepresentation by Target under this Agreement or any Collateral Document; (xii) any Liability or obligation from or relating to breach or violation of, or failure to perform, any of Target's obligations, covenants, agreements or undertakings set forth in this Agreement or any Collateral Document, including without limitation Article 7; (xiii) any Liability or obligation or liability with respect to capitalized lease obligations or Indebtedness for Money Borrowed; (xiv) any Contract with any Affiliate of Target; (xv) any Liability arising from the failure of Target or Sygnet to obtain any necessary third party consents to the transfer of any of the Target Assets from Sygnet to Target; and (xiixvi) all other obligations or liabilities of Powertel or any of the Sellers, or any of their respective Affiliates, Target of any nature whatsoever (whether express or implied, fixed or contingent, known or unknown) other than the Assumed Liabilities.than

Limitations On Assumption of Liabilities. Notwithstanding Section 2.3(a)2A.3, CCIC and Buyer are HoldCo is not assuming under this Agreement or any Transaction Document any Liabilities that are not specifically described in Section 2.3(a) as an Assumed Liability 2A.3 or any of the following (each, a "Xxxxxxxx Retained Liability"). On the terms set forth in Article 8, Powertel and Sellers shall hold CCIC and Buyer harmless from the Retained Liabilities. By way of example and not limitation, each of the following represents a Retained Liability: ): (i) any Liabilities arising out of any actual or alleged breach or nonperformance by Powertel Xxxxxxxx or any of the Sellers (or their respective Affiliates) Transferring Entities prior to the applicable Closing of any provision of any Contract; (ii) any product liability or similar claim for injury to any Person or property, regardless of when made or asserted, that arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by Powertel Xxxxxxxx or any of the Sellers (or their respective Affiliates)Transferring Entities, or alleged to have been made by Powertel Xxxxxxxx or any of the Sellers (or their respective Affiliates)Transferring Entities, or which is imposed or asserted to be imposed by operation of Law in connection with any service performed or product sold or leased by or on behalf of Powertel Xxxxxxxx or any of the Sellers (or their respective Affiliates) Transferring Entities prior to the applicable Closing; (iii) any federal, state, local or foreign income or other Tax payable with respect to the Xxxxxxxx Contributed Assets or other properties or operations of Powertel or Sellers Xxxxxxxx or any member of any affiliated group of which Powertel or Sellers are Xxxxxxxx is a member for any period, in each case period prior to the applicable Closing; (iv) any Liabilities arising prior to, after to or as a result of the applicable Closing to or with respect to any employees, agents or independent contractors of Powertel Xxxxxxxx or any of the Sellers or their respective Affiliates or commitments to any of their respective AffiliatesTransferring Entities; (v) any Liabilities of Powertel Xxxxxxxx or any of the Sellers Transferring Entities arising from or incurred in connection with the preparation, negotiation, execution and performance of this Agreement or Agreement, the other Transaction Documents and the Transactions except as otherwise specifically provided herein and therein; (vi) any Liabilities, whether known or unknown, arising from or related to (A) any violation by Powertel, the Sellers or their respective Affiliates prior to the applicable Closing of any Environmental Laws by Xxxxxxxx or any of the Transferring Entities relating to the ownership, use or occupancy of the AssetsXxxxxxxx Contributed Assets by Xxxxxxxx or any of the Transferring Entities, or any Environmental Condition caused by Xxxxxxxx or any of the Transferring Entities existing prior to the applicable Closing, or (B) any Environmental Condition existing prior to (which for purposes of this Section 2A.4(vi)(B) shall have the Closing meaning set forth in Article 1 except that the phrase "created by Xxxxxxxx or the Transferring Entities" shall be treated as deleted from such definition) at any of the Tower Sites included in the Xxxxxxxx Contributed Assets and which Powertel, is revealed by any of the Sellers or their respective Affiliates causedRequired Xxxxxxxx Phase I Reports, (vii) any Liabilities caused by Events occurring on or attributable after the date hereof but prior to the applicable Closing Date in connection with the ownership, possession, occupancy, use or and operation of the Assets by Powertel or any of the Sellers (or their respective Affiliates) prior to the ClosingXxxxxxxx Contributed Assets, (viii) except to the extent specifically included in the Assumed Liabilities, any and all costs, expenses or payments associated with the completion of construction of Tower Structures located on Tower Sites to be conveyed hereunder, except to the extent that Bidder and Xxxxxxxx have agreed to modifications to such Tower Structures in which case the cost of such modifications shall be included in the Xxxxxxxx Assumed Liabilities, and (ix) the rents, revenues, Taxes, charges and payments that are apportioned for the account of Powertel or Sellers Xxxxxxxx pursuant to Section 2.7 2A.8 hereof, (ix) any free or below market wireless or related phone services required by any Contracts to be provided to any Person, including the lessors under any Site Leases, whether such obligation accrues before or after the Closing, (x) any Liability arising out of the matters disclosed on Schedule 6.1(d) or any Liability of Powertel or the Sellers (or their respective Affiliates) arising out of any Litigation that is pending or threatened in writing to Powertel or the Sellers as of the Closing Date or any actual or alleged violation by Powertel or any of the Sellers (or their respective Affiliates) of any applicable Law prior to the Closing, (xi) any Liability of Powertel or the Sellers (or their respective Affiliates) that relates primarily to, or that arises primarily out of, any Excluded Asset, or that arises out of the ownership by Powertel, the Sellers or their respective Affiliates of the Excluded Assets or realization of the benefits of any Excluded Asset, and (xii) all other obligations or liabilities of Powertel or any of the Sellers, or any of their respective Affiliates, of any nature whatsoever (whether express or implied, fixed or contingent, known or unknown) other than the Assumed Liabilities.

Limitations On Assumption of Liabilities. Notwithstanding Section 2.3(a)2.3.3, CCIC and Buyer are OpCo is not assuming under this Agreement or any Transaction Document any Liabilities that are not specifically described in Section 2.3(a) as an Assumed Liability 2.3.3 or any of the following (each, a "BAM Retained Liability"). On the terms set forth in Article 8, Powertel and Sellers shall hold CCIC and Buyer harmless from the Retained Liabilities. By way of example and not limitation, each of the following represents a Retained Liability: ): (i) any Liabilities arising out of any actual or alleged breach or nonperformance by Powertel BAM or any of the Sellers (or their respective Affiliates) Transferring Partnerships prior to the Closing of any provision of any Contract; (ii) any product liability or similar claim for injury to any Person or property, regardless of when made or asserted, that arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by Powertel BAM or any of the Sellers (or their respective Affiliates)Transferring Partnerships, or alleged to have been made by Powertel BAM or any of the Sellers (or their respective Affiliates)Transferring Partnerships, or which is imposed or asserted to be imposed by operation of Law in connection with any service performed or product sold or leased by or on behalf of Powertel BAM or any of the Sellers (or their respective Affiliates) Transferring Partnerships prior to the Closing; (iii) any federal, state, local or foreign income or other Tax payable with respect to the BAM Contributed Assets or other properties or operations of Powertel or Sellers BAM or any member of any affiliated group of which Powertel or Sellers are BAM is a member for any period, in each case period prior to the Closing; (iv) except to the extent that such Liabilities are to be assumed by OpCo, as may be set forth in the Agreement Regarding Identified Employees, any Liabilities arising prior to, after to or as a result of the Closing to or with respect to any employees, agents or independent contractors of Powertel BAM or any of the Sellers Transferring Partnerships, whether or their respective Affiliates not employed by OpCo after the Closing and whether or commitments to not arising under any of their respective Affiliatesapplicable Law, Benefit Plan or other arrangement with respect thereto; (v) any Liabilities of Powertel BAM or any of the Sellers Transferring Partnerships arising from or incurred in connection with the preparation, negotiation, execution and performance of this Agreement or Agreement, the other Transaction Documents and the Transactions except as otherwise provided herein and therein; (vi) any Liabilities, whether known or unknown, arising from or related to (A) any violation by Powertel, the Sellers or their respective Affiliates prior to the Closing of any Environmental Laws by BAM or any of the Transferring Partnerships relating to the ownership, use or occupancy of the AssetsBAM Contributed Assets by BAM, or any Environmental Condition caused by BAM or any of the Transferring Partnerships existing prior to the Closing, or (B) any Environmental Condition existing (which for purposes of this Section 2.3.4(vi)(B) shall have the meaning set forth in Article 1 except that the phrase "created by BAM" shall be treated as deleted from such definition) at any of the Tower Sites included in the BAM Contributed Assets and which is revealed by any of the Required BAM Phase I Reports, (vii) Events occurring on or after the date hereof but prior to the Closing which Powertel, the Sellers or their respective Affiliates caused, (vii) any Liabilities caused by or attributable to Date in connection with the ownership, possession, occupancy, use or and operation of the Assets by Powertel or any of the Sellers (or their respective Affiliates) prior to the ClosingBAM Contributed Assets, (viii) except to the extent specifically included in the Assumed Liabilities any and all costs, expenses or payments associated with the completion of construction of Tower Structures located on Tower Sites to be conveyed hereunder, except to the extent that Bidder and BAM have agreed to modifications to such Tower Structures in which case the cost of such modifications shall be included in the Assumed Liabilities, and (ix) the rents, revenues, Taxes, charges and payments that are apportioned for the account of Powertel or Sellers BAM pursuant to Section 2.7 2.3.8 hereof. Assignment or Subcontracting of Purchased Contracts. BAM will use commercially reasonable efforts to obtain any required consents to the assignment to OpCo of Contracts or any other assets included in the BAM Contributed Assets. To the extent that any such required consent to the assignment of any such Contract or asset is not obtained, (ix) any free or below market wireless or related phone services required by any Contracts BAM will subcontract to be provided OpCo the performance of all obligations and the right to any Person, including receive all benefits thereunder. To the lessors under any Site Leases, whether such obligation accrues before or after extent the Closing, (x) any Liability arising out consent of the matters disclosed on Schedule 6.1(d) or any Liability of Powertel or counterparty to such subcontracting is required under the Sellers (or their respective Affiliates) arising out terms of any Litigation that such Contract or asset, BAM will use commercially reasonable efforts to obtain such consent; and BAM will not subcontract as described in the immediately preceding sentence in those cases, if any, in which subcontracting is pending expressly prohibited. If BAM is precluded from subcontracting in accordance with the foregoing or threatened in writing to Powertel or the Sellers as of the Closing Date or any actual or alleged violation by Powertel or any of the Sellers (or their respective Affiliates) of any applicable Law prior to the Closing, (xi) any Liability of Powertel or the Sellers (or their respective Affiliates) that relates primarily to, or that arises primarily out of, any Excluded Asset, or that arises out of the ownership by Powertelentering into a substantially similar relationship, the Sellers subject Contract or their respective Affiliates of asset shall not be included in the Excluded Assets or realization of the benefits of any Excluded AssetBAM Contributed Assets, and (xii) all other obligations or liabilities of Powertel or any of the Sellers, or any of their respective Affiliates, of any nature whatsoever (whether express or implied, fixed or contingent, known or unknown) other than Liabilities under such Contract shall not be included in the BAM Assumed Liabilities.