Obligations Assumed by Buyer. In addition to the payment of the Purchase Price, Buyer assumes and agrees to perform all of Seller's obligations with respect to the Assumed Contracts; however, except as herein provided, Buyer shall not assume or be responsible for (a) any liability, indebtedness, or other obligation of Seller occurring prior to the date of Closing or (b) any obligation under any agreements, whether written or oral, other than the Assumed Contracts.
Obligations Assumed by Buyer. Except as otherwise provided herein, upon the terms and subject to the conditions of this Agreement, effective as of the Closing Date, Buyer shall (i) assume and be obligated to perform the ordinary contractual obligations of a lender or owner (as the case may be) arising after the Closing Date in accordance with the terms of each of the Asset Documents, (ii) assume and be obligated to perform the funding and contractual obligations of the Sellers arising after the Closing Date in respect of the Assets that are set forth on Exhibit S attached hereto; and (iii) assume all ongoing costs of recovery arising after the Closing Date with respect to the Recovery Accounts (collectively, except as otherwise provided below in this Section 1.4, the “Assumed Obligations”); provided, however, that any claims for liability arising out of or relating to any disgorgement claims, counterclaims and rights of setoff or settlement agreements (excluding any ordinary contractual obligations of a lender or owner (as the case may be) included in any such settlement agreement and arising after the Closing Date) that occurred or accrued prior to the Closing Date will be retained by the Sellers; and provided, further, however, that notwithstanding anything to contrary in clauses (i) and (ii) of this Section 1.4, for the avoidance of doubt it is understood that Assumed Obligations shall in no event include, and in no way shall Buyer be liable for, claims, debts, liabilities and obligations of any type, kind or nature which arose, result from or relate in any way to any of the Assets prior to the Closing Date, including obligations arising out of (i) litigation filed or commenced or claims made, or litigation or claims arising from actions or omissions that occurred, prior to the Closing Date and (ii) those Taxes due and payable by Sellers prior to the Closing Date in connection with the Assets.
Obligations Assumed by Buyer