Assumption of Certain Obligations. Buyer shall assume only those liabilities related to the Business or Assets which are referred to in Section 2.2(a) or are otherwise expressly assumed in this Agreement (the “Assumed Liabilities”).
Assumption of Certain Obligations. At the Effective Time, the Surviving Corporation shall assume all of MediaOne's rights and obligations under all of the agreements to which MediaOne is a party as of the Effective Time, including without limitation, the Separation Agreement between MediaOne and U S WEST dated as of June 5, 1998, the Employee Matters Agreement between MediaOne and U S WEST dated as of June 5, 1998, and the Tax Sharing Agreement between MediaOne and U S WEST dated as of June 5, 1998 (collectively, the "U S WEST Agreements") and shall execute such instruments of assumption as may be reasonably required under the terms of the U S WEST Agreements and such other agreements. At the Effective Time, AT&T shall guarantee the performance by the Surviving Corporation of its obligations under the U S WEST Agreements.
Assumption of Certain Obligations. Upon the terms and subject to the conditions set forth herein, Products Purchaser agrees, effective at the Closing, to assume and to satisfy and discharge the following Liabilities of Seller and its Affiliates relating to the Business, in each case other than the Retained Liabilities (all of the foregoing Liabilities being collectively referred to hereinafter as the "Assumed Liabilities"):
Assumption of Certain Obligations. Upon the sale, transfer, assignment, conveyance, and delivery of the Purchased Assets to Buyer at the Closing, Buyer shall assume and thereafter pay, perform, and discharge all obligations to be performed or arising after the Closing under all of the Assumed Contracts (the "Assumed Obligations"). Other than the Assumed Obligations, Buyer shall not assume or be liable for any other obligations or liabilities of Buyer (including any cure amounts payable to other parties to the Assumed Contracts).
Assumption of Certain Obligations. (a) TWC hereby expressly assumes (i) the due and punctual payment of the principal of, premium, if any, on, interest on, and any additional amounts payable under the Indenture in respect of, the Notes, and (ii) the performance of all of the covenants provided for in the Indenture to be performed or observed by WHD.
Assumption of Certain Obligations. Upon the terms and subject to the conditions set forth herein, Purchaser agrees, effective at the Closing, to assume and to timely satisfy and discharge the (x) Commercialization Agreement Assumed Liabilities and (y) the following Liabilities of Seller and its Affiliates to the extent relating to the Purchased Assets or the Business, in each case other than the Retained Liabilities (all of the foregoing Liabilities being collectively referred to hereinafter as the “Assumed Liabilities”), in each case except to the extent Seller or its Affiliates indemnify Purchaser and its Affiliates under provisions of the Commercialization Agreement that survive termination pursuant to Section 10.05 hereof:
Assumption of Certain Obligations. Pursuant to this Agreement, and as part of the consideration paid by Buyer hereunder, Buyer assumes and undertakes to discharge and perform Sellers' obligations (a) shown as liabilities of Sellers on the Closing Date Balance Sheets (provided, that all such assumed obligations are of the type and category set forth on Schedule 3.2(a); and provided further, that Buyer shall have no liability in connection with any such obligation in any amount in excess of the amount of such obligation shown on the Closing Date Balance Sheet and taken into account in determining Net Assets (except that Buyer assumes the obligations for all unpaid non-reimbursed cost or expenses of or related to the Conference in the amount set forth on the Closing Date Balance Sheet plus an additional amount equal to one-eleventh (1/11th) of the amount accrued); (b) pursuant to the express terms of those written Contracts set forth on Schedule 3.2(b); (c) the written summaries of oral Customer Contracts provided by Sellers to Buyer and listed on Schedule 3.2(c); provided, that in each case under the foregoing Sections 3.2(b) and (c), (i) Buyer shall assume only such written Contracts and obligations pursuant to Customer Contracts so summarized in writing by Sellers, and only to the extent such obligations are first required to be performed subsequent to the close of business on the Closing Date and (ii) in no event shall Buyer assume any obligation (A) in connection with any claims that arise in connection with any Seller's pre-Closing performance or non-performance of any Contract (where deliverables are delivered on or prior to the Closing Date) or (B) to perform services for, or assume any other liability to, any party to a contract to the extent such party has paid Sellers in advance for such performance and Sellers have not remitted such payment to Buyer pursuant to Section 1.1(c); and (d) post-closing obligations under Benefit Plans sponsored or maintained by the Sellers as listed in Schedule 5.1(h) (the foregoing referred to as the "Assumed Liabilities").
Assumption of Certain Obligations. Except as hereinbelow provided, at the Closing, the Buyer shall assume, and agree to pay, perform, fulfill and discharge, (i) those obligations of the Seller which accrue after the Closing Date and which relate to events which transpire subsequent to the Closing Date, under the Real Estate Leases, Personal Property Leases and Other Contracts together with any and all other obligations connected to, arising from or relating to the operation of the Buyer's business after the Closing Date, (ii) the debt obligations set forth on SCHEDULE 3 hereto, (iii) the trade accounts payable as set forth on SCHEDULE 3 as offset (in accordance with Seller's GAAP (as defined in Section 5.2(a)) by co-op advertising amounts due from vendors, and (iv) the accrued, ordinary-course liabilities of the Seller as set forth on SCHEDULE 3 hereto (collectively, the "ASSUMED OBLIGATIONS"). Except as expressly set forth in this Agreement, the Buyer shall NOT assume, and shall NOT be deemed to have assumed, any liability or obligation of the Seller whatsoever including, without limitation: (i) any liability or obligation relating to or arising out of the ownership of the Acquired Assets by the Seller prior to the Closing Date, (ii) any obligations not expressly assumed pursuant to this Section 3, including non-assumed Seller's obligations arising prior to the Closing Date, such as Taxes (as defined in Section 6.13), violations of law, employee liabilities, product liability claims, customer claims for rebates, refunds or allowances, environmental liabilities, or intellectual property infringement claims, or amounts owed to vendors who have, as of the Closing Date, prepaid booth registration fees to Seller for Seller's October 2002 "Conversion Expo" and subsequent to the Closing Date such vendor cancels its registration and seeks a refund of such fees, (iii) any bank debt of the Seller, and (iv any obligations relating to any Excluded Assets.
Assumption of Certain Obligations. 3.2.1 At the Closing, XXXXX shall assign to PHMD and PHMD shall assume and agree to timely perform, pay and discharge, on and after the Effective Time, the following, and only the following, obligations of XXXXX (all such assumed obligations being collectively referred to as the “Assumed Obligations”): all obligations devolving on PHMD which accrue and arise pursuant to the Assumed Contracts on or after the Effective Time.
Assumption of Certain Obligations. Prior to the Effective Time, Global Crossing NA shall have entered into an Indemnification Agreement in substantially the form of Exhibit B hereto with the --------- Company, Global Center, Exodus and each Contract Holder.
