Obligations Assumed. As part of the consideration for the Acquired Assets, and subject to Section 2.10, Apple shall assume Seller's obligations that accrue after the IPO Closing Date under the Contracts and Purchase and Sale Contracts listed on Section 2.01 of the Disclosure Statement and under the Leases and such other obligations listed in Section 2.09 of the Disclosure Statement, in each case if but only if they are assigned or transferred to Apple.
Obligations Assumed. 6 Section 2.10 Liabilities and Obligations Not Assumed................. 6
Obligations Assumed. 7 Section 2.10 LIABILITIES AND OBLIGATIONS NOT ASSUMED................. 7
Obligations Assumed. As part of the consideration for the Purchased Assets, at the Effective Time and subject to Section 3.2, Buyer shall assume only the following obligations of Seller or a Seller Entity arising from or related to the Businesses (the “Assumed Obligations”):
Obligations Assumed. Purchaser covenants that Purchaser will pay all obligations assumed by it under this Agreement.
Obligations Assumed. As part of the consideration for the Purchased Assets, and subject to Section 3.2, Buyer shall assume Seller's obligations that accrue after the Closing Date under the Contracts, the Leases and the Permits if, but only if, they are assigned or transferred to Buyer, or they are subject to the provisions of Section 6.5, the current liabilities, determined in accordance with GAAP of Seller as of the Closing Date and the long-term indebtedness of Seller described in Exhibit 3.1 attached hereto.
Obligations Assumed. 3 1.4 Closing.........................................................................................3 1.5
Obligations Assumed. Buyer shall assume, effective as of the Closing and as part of the Purchase Price, and shall pay, discharge and perform as and when due, each of the following obligations of Seller (the "Assumed Obligations"):
Obligations Assumed. Buyer shall assume as of the Closing Date, and perform when due and in accordance with their terms, the following liabilities and obligations of Seller (from and after the Closing Date) in connection with or arising out of the Business: (i) all of the liabilities reflected on Seller's Balance Sheet (as defined in Section 5.3 below) and such additional liabilities as shall have been incurred in the usual and ordinary course of business between the date of Seller's Balance Sheet and the Closing Date and which remain unpaid as of the Closing Date, (ii) the Notes Payable and other liabilities of Seller specifically identified on Schedule 3.1 hereof (the "Scheduled Liabilities") including all notes payable pursuant to the Term Loan and Security Agreement between Seller and Northern Telecom Finance Corporation dated February 17, 1994 (the "Northern Telecom Debt"), (iii) the Permits (including, without limitation, the obligation to provide service as required by effective tariffs on file with the CPUC), (iv) Seller's Agreements listed on or incorporated into Schedule 5.5(ii) hereof, and the employee retention agreements listed on Schedule 5.5(iv) and the ongoing obligations to pay retention bonuses thereunder, (v) the Buyer Advances (as defined in Section 7.3(b) below), and (vi) such other leases and agreements entered into between the date hereof and the Closing Date that are approved by Buyer and are incurred in the usual and ordinary course of business (the terms "Scheduled Liabilities," and "Seller's Agreements" as used herein shall include all such additional assumed liabilities, leases and contracts). All such obligations to be assumed by Buyer are referred to herein collectively as the "Assumed Liabilities." Buyer is not assuming any obligations or liabilities except for those identified above in this Section 3.1.
Obligations Assumed. POIS, as it relates to POIS’s participation in the program, shall assume toward Applus all the obligations, risks and responsibilities that Applus by the Contract Documents, has assumed toward IEPA as it pertains to POIS’s participation in the Program, and POIS is bound to Applus by those obligations in the same manner as Applus is bound to IEPA. In addition to Applus’ rights and remedies in this Agreement, Applus shall also have the benefit of all rights and remedies against POIS which IEPA, under the Contract Documents, has against Applus, but only as it relates to POIS’s participation in the Program.
