ASSUMPTION OF SPECIFIC LIABILITIES. In addition to the payment of the Assumed Debt, Buyer agrees to perform all of Seller's contractual obligations related to the Customer Contracts to the extent, and only to the extent, such obligations first mature and are required to be performed after the close of business on the Closing Date.
ASSUMPTION OF SPECIFIC LIABILITIES. At the Closing, Buyer shall assume and shall thereafter pay, discharge and perform in the ordinary course and without enlarging the rights of any third party, the liabilities and obligations appearing in Schedule 7.2 and the following liabilities and obligations (collectively, the "Assumed Obligations"):
ASSUMPTION OF SPECIFIC LIABILITIES. Purchaser agrees to perform all of the Sellers' contractual obligations related to the Assets and the Business to the extent, and only to the extent, such obligations have been expressly assumed by Purchaser hereunder and that they first mature and are required to be performed by Purchaser after the close of business on the Closing Date. Purchaser agrees to indemnify and hold Sellers harmless from all expenses, losses, costs, deficiencies, liabilities and damages arising solely from events occurring after the Closing related to Purchaser's ownership of the Assets and Purchaser's conduct of the Business.
ASSUMPTION OF SPECIFIC LIABILITIES. At the Closing, Buyer shall assume and shall subsequently pay, honor and discharge when due and payable and otherwise in accordance with the relevant governing agreements as the same shall exist on the Closing Date:
ASSUMPTION OF SPECIFIC LIABILITIES. Effective as of the Closing Date, Buyer shall assume those liabilities of Seller listed on EXHIBIT "B" attached hereto (the "Assumed Liabilities"). It is specifically understood and agreed, however, that any payments due or liabilities incurred by Seller relating to the Assumed Liabilities prior to the Closing Date which have not been paid shall be paid by Seller. Buyer shall assume only the obligations of Seller for future performance under the terms of each Assumed Liability. Nothing contained in this Agreement or in any of the documents or certificates delivered pursuant hereto or contemplated hereby shall ever be deemed to constitute an assumption by Buyer or agreement by Buyer to assume any liability of Seller other than the Assumed Liabilities as expressly provided in this Section 2.4.
ASSUMPTION OF SPECIFIC LIABILITIES. Purchaser and SkyLynx agrees to perform all of the Sellers' contractual obligations related to the Assets and the Business to the extent, and only to the extent, such obligations have been expressly assumed by Purchaser or SkyLynx hereunder and that they first mature and are required to be performed by Purchaser or SkyLynx after the close of business on the Closing Date. Purchaser and SkyLynx agree to indemnify and hold Sellers harmless from all reasonable expenses, losses, costs, deficiencies, liabilities and damages, including attorneys' fees, arising solely from events occurring after the Closing related to Purchaser's ownership of the Assets and Purchaser's conduct of the Business.
ASSUMPTION OF SPECIFIC LIABILITIES. At the Closing, the Purchaser shall assume and shall subsequently honor and discharge, in accordance with the relevant governing agreements, only the obligations of Seller as, and only to the extent, listed on SCHEDULE 2.5 hereto. Purchaser shall further assume and shall subsequently honor and discharge those obligations or liabilities which arise out of the ownership, use or operation of the Assets, the factual and causative basis of which said obligations or liabilities occur after the Closing Date, including but not limited to the actual amount of any and all applicable sales agent commissions (THE "AGENT COMMISSIONS"), not to exceed fifteen and three-tenths percent (15.3%) of Net Toll Usage (THE "ALLOWABLE COMMISSION PERCENTAGE"), for as long as said Agent Commissions are due and payable under the terms of the relevant governing agreements between Seller and its various sales agents (THE "AGENT CONTRACTS"). Seller shall continue to honor and pay any and all Agent Commissions which exceed the Allowable Commission Percentage for as long as Agent Commissions are owed under the terms of the Agent Contracts. All Agent Contracts are attached hereto and made a part hereof, in globo, as EXHIBIT 2.5.
ASSUMPTION OF SPECIFIC LIABILITIES. Effective as of the Closing Date, Buyer shall assume any and all of those liabilities and obligations of Seller contained in and/or associated with the Contract (the "Assumed Liabilities"). It is specifically understood and agreed, however, that any payments due by Seller relating to the Assumed Liabilities prior to the Closing Date which have not been paid, shall be paid by Seller, unless otherwise agreed on writing by Buyer subsequent to the Closing Date. Buyer hereby agrees to assume the obligations of Seller for the Assumed Liabilities as of, and after the Closing Date. Nothing contained in this Agreement or any of the documents of certificates delivered pursuant hereto or contemplated hereby shall ever be deemed to constitute an assumption by the Buyer or an agreement by the buyer to assume any liability of Seller other than the Assumed Liabilities specified on Exhibit "B", and as provided for under this Section 2.4.
ASSUMPTION OF SPECIFIC LIABILITIES. Buyer shall assume only those liabilities of the Business or of the Seller listed on Schedule 3.4 as the Assumed Liabilities or as otherwise specifically described in this Agreement, including all accounts payable related to the Business and open purchase orders related to the Business, as adjusted by updated Schedule 3.4 furnished in conjunction with the Purchase Price Adjustment in Section 4.1 and the Post Closing Finalization of Adjustment in Section 4.2. Seller shall remain responsible for, and shall pay all liabilities and obligations of Seller and the Business arising prior to the Closing Date except for the Assumed Liabilities.
ASSUMPTION OF SPECIFIC LIABILITIES. At the Closing, the Purchaser shall assume and shall subsequently honor and discharge, in accordance with the relevant governing agreements, only the obligations of Seller as, and only to the extent, listed on SCHEDULE 2.5 hereto. Purchaser shall further assume and shall subsequently honor and discharge those obligations or liabilities which arise out of the ownership, use or operation of the Assets, the factual and causative basis of which said obligations or liabilities occur after the Closing Date, including but not limited to any and all applicable sales agent commissions (the "AGENT COMMISSIONS"), not to exceed seven percent (7%) of Net Total Revenue, for as long as said Agent Commissions are due and payable under the terms of the relevant governing agreements between Seller and its various sales agents (the "AGENT CONTRACTS"). Seller hereby assigns, and Purchaser agrees to partially assume, the Agent Contracts only as they pertain to the Qualified Customer Accounts and the obligation to pay Agent Commissions thereon (only as said Agent Commissions relate to the Qualified Customer Accounts purchased by Purchaser at the Closing).
