Assumed and Excluded Liabilities. (a) The “
Assumed and Excluded Liabilities. (a) The applicable Transferred Company shall assume and be responsible, from and after the Closing, for (i) all of the Liabilities of Seller and its Subsidiaries to the extent relating to, arising out of or resulting from the Transferred Companies or the ownership or operation of the Transferred Assets, whether incurred before, on or after the Closing, other than the Excluded Liabilities and except as otherwise expressly provided in this Agreement, (ii) all Liabilities in respect of the Assigned Contracts and (iii) all Liabilities set forth on Annex 2.3(a) ((i), (ii) and (iii) collectively, the “Assumed Liabilities”) and (b) one or more members of Seller Group, as applicable, shall assume and be responsible for (i) all of the Liabilities of the Transferred Companies to the extent relating to, arising out of or resulting from an Excluded Asset, whether incurred before, on or after the Closing, (ii) any Liability of Seller or any of its Subsidiaries to their employees in their capacity as employers under any employee benefits or similar plans, except to the extent expressly assumed by Buyer under Section 6.6, (iii) all Taxes for which Seller is responsible under Section 6.5(a), (iv) except as otherwise expressly provided in this Agreement or the Ancillary Documents, any liability for any fees or expenses incurred by Seller or any of its Subsidiaries (including the fees and expenses of legal counsel, any accountant, auditor, broker, financial advisor or consultant retained by Seller or its Subsidiaries or on their behalf) in connection with the preparation, negotiation, execution and delivery of this Agreement or the Ancillary Documents or the consummation of the transactions contemplated by this Agreement, (v) any Liabilities of the Transferred Companies relating to, arising out of or resulting from any business currently or formerly conducted by Seller or any of its Subsidiaries (other than Liabilities relating to, arising out of or resulting from (x) the provision of ILEC Services as conducted on the date of this Agreement or as of the Closing, (y) any similar business conducted by the Transferred Companies prior to the date of this Agreement that would constitute an ILEC Service but for the date restrictions contained in the definition thereof or (z) the Transferred Companies’ historic wireline business conducted within the Territory), and (vi) all Liabilities set forth on Annex 2.3(b), whether incurred before, on or after the Closing, except as otherwise...
Assumed and Excluded Liabilities. (a) On the terms and subject to the conditions set forth herein, from and after the Closing, the Buyer will assume and satisfy or perform when due the following liabilities (the “Assumed Liabilities”):
Assumed and Excluded Liabilities. (a) Subject to the terms and conditions set forth herein, at the Transfer Time, BioMarin shall assume and agree to pay, perform and discharge the following Liabilities, except for the Excluded Liabilities (collectively, the “Assumed Liabilities”):
Assumed and Excluded Liabilities. From and after the Distribution Closing, Newco shall be, or shall cause its Subsidiaries or Affiliates (which, for the avoidance of doubt, will include, after the Closing, DISH and its Subsidiaries) to be, responsible for the Assumed Liabilities regardless of when or where such Liabilities (or the acts or omissions relating thereto) arose or arise, regardless of when or where such Liabilities are asserted or determined and regardless of whether arising or related to or asserted or determined prior to, on or after the Distribution Closing Date. EchoStar shall be, or shall cause its Subsidiaries to be, responsible for the Excluded Liabilities regardless of when or where such Liabilities (or the acts or omissions relating thereto) arose or arise, regardless of when or where such Liabilities are asserted or determined and regardless of whether arising or related to or asserted or determined prior to, on or after the Distribution Closing Date.
Assumed and Excluded Liabilities. (a) As of and after the Closing, and subject to consummation of the Closing, Purchaser shall assume, pay, discharge and perform the following obligations and Liabilities (collectively, the “Assumed Liabilities”): (i) all Liabilities associated with the Patent Lawsuit (including attorneys’ fees and the other costs of defending the Patent Lawsuit but only to the extent such attorney’s fees and costs arise or are incurred following the Closing); (ii) the obligations and Liabilities under or with respect to the Assigned Contracts and other Transferred Assets transferred to Purchaser at the Closing to be paid, discharged and performed after the Closing Date and which are, but only to the extent they are, attributable to the period after the Closing Date, provided that Purchaser shall not be responsible for any Liability of Seller or its Affiliates for Taxes (whether attributable to the period before or after the Closing Date) except as expressly provided in Sections 2.8, 2.9 and 2.12; (iii) obligations and Liabilities relating to the Transferred Assets in respect of which Purchaser received a credit to the Cash Consideration pursuant to Section 2.4 or 2.8; and (iv) obligations and Liabilities relating to COBRA Coverage pursuant to Section 7.6 or assumed pursuant to Section 7.10, if any.
Assumed and Excluded Liabilities. On the terms and subject -------------------------------- to the conditions set forth in this Agreement, at the Closing, Purchaser shall assume from Seller and its Subsidiaries and thereafter pay, perform, or discharge in accordance with their terms, all obligations that arise from and after the Closing under the Designated Contracts, in addition to the aggregate amount or other actions required to cure any defaults under the Designated Contracts (but in no event shall the Purchaser's obligation to cure each Designated Contract exceed the amount set forth on the Designated Contracts List for each such Designated Contract, whether or not the Bankruptcy Court ultimately determines a greater cure amount for a given Designated Contract). The Liabilities to be assumed pursuant to this Agreement shall be referred to herein as the "Assumed Liabilities" and all other Liabilities of Seller, its Subsidiaries and its Affiliates, including, without limitation, any and all rights, obligations or liabilities under or related to any and all Benefit Plans that are now or ever have been maintained or contributed to by Seller or any member of its Control Group (as defined under Code Section 414(b), (c) or (m)) or any item disclosed, or which should have been disclosed, pursuant to Section 3.11, shall be referred to herein as the "Excluded Liabilities". Purchaser shall not assume or pay, perform, succeed to, discharge, become subject to or be responsible for any of the Liabilities of Seller or its Subsidiaries other than the Assumed Liabilities. Without limiting the generality of the foregoing, Purchaser shall not assume or pay, perform, succeed to, discharge, become subject to or be responsible for any of the Liabilities of Sellers or any of its Subsidiaries (a) pursuant to any Contract that is not, or that is no longer deemed to be in accordance with the option specified in Section 1.2, a Designated Contract or (b) other than cure amounts constituting Assumed Liabilities, any claims related to, associated with or arising out of the ownership, operation, use or control of the Acquired Assets existing on, or as a result of the operations of, the Acquired Assets, before or as of the Closing Date.
Assumed and Excluded Liabilities. No deemed assumption of Excluded Liabilities 7.1 Nothing in this Agreement shall transfer or be deemed to transfer to the Purchaser or constitute or be deemed to constitute an acceptance or assumption by the Purchaser of any of the Excluded Liabilities or any other liability or obligation of the Vendor, whether in relation to the Business or otherwise, save as expressly set out in this Agreement or in any document in the agreed terms.
Assumed and Excluded Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, Purchaser hereby agrees to, or to cause one or more of its affiliates designated by Purchaser to, assume, effective as of the Closing, and agrees at all times thereafter to be responsible for, pay, perform and discharge when due only the following obligations and liabilities (whether contingent or otherwise) (collectively, the “Assumed Liabilities”):
Assumed and Excluded Liabilities. Assignee hereby accepts all right, title and interest of Assignor in, to and under the Included Assets and agrees to fully assume, pay, discharge, perform and fulfill, or cause to be assumed, paid, discharged, performed or fulfilled, all duties, liabilities and obligations in connection with, or arising from, such Included Assets from and after the date hereof. Assignee assumes no obligation with respect to the following:
