Liabilities Assumed by the Company. The Company hereby assumes and agrees as of the Cut-Off Date to perform and pay all of the Obligations. The Initial Member and the Company agree that the conveyance contemplated by Section 2.1 and the other provisions of this Agreement is intended to be an absolute conveyance and transfer of ownership of the Loans in part by capital contribution and in part by sale. Notwithstanding anything to the contrary in this Agreement, however, it is understood and agreed that, except for the Obligations, the Initial Member shall not assign and the Company shall not assume or be liable for any of the following liabilities (the “Excluded Liabilities”):
Liabilities Assumed by the Company. The Company (i) hereby assumes as of the Cut-Off Date the Obligations, and agrees to perform and pay the Obligations when due, and (ii) in addition to and without limitation of clause (i), shall indemnify and hold harmless the Transferor from and against all costs and expenses (including attorneys’ fees and litigation and similar costs, and other out-of-pocket expenses, actually incurred in investigating, defending, asserting or preparing the defense of any Action), judgments, awards, fines, amounts paid in settlement or penalties incurred by the Transferor (at any time after the Cut-Off Date) arising out of, resulting from or otherwise in connection with any Assumed Closing Date Asset Litigation. Without limitation of the preceding sentence, the Company shall make such payments to the Transferor as shall be necessary to give effect, as between the Company and the Transferor, to the assumption of the Obligations as of the Cut-Off Date (as if this Agreement had been executed and delivered at, and the “Obligations” determined (for purposes of this sentence) as of, the Cut-Off Date (and the Closing Date and the Cut-Off Date were the same date)), including reimbursing the Transferor for any payments made by the Transferor between the Cut- Off Date and the Closing Date in respect of the Obligations (as so determined). Notwithstanding anything to the contrary in this Agreement, it is understood and agreed that the Company does not assume and, except and to the extent provided for in clause (ii) of the first sentence of this Section 2.2 or in Section 4.5(d), is not liable for, any Excluded Liability. If there arises any question as to whether a Liability arising or becoming due or payable pursuant to or in accordance with any Transferred Contract was, in accordance with the FDIC Legal Powers legally binding on and valid against the Receiver, the Transferor’s determination in this regard shall be conclusive and binding on the Company.
Liabilities Assumed by the Company. The Company hereby assumes and agrees as of the Cut-Off Date to perform and pay all of the Obligations. The Initial Member and the Company agree that the conveyance contemplated by Section 2.1 and the other provisions of this Agreement is intended to be an absolute conveyance and transfer of ownership of the Assets in part by capital contribution and in part by sale. Notwithstanding anything to the contrary in this Agreement, however, it is understood and agreed that, except for the Obligations, the Initial Member shall not assign and the Company shall not assume or be liable for any of the following liabilities (the “Excluded Liabilities”):(a) any monetary claim against or monetary liability of the FDIC in its capacity as receiver for the Failed Banks that, was, is or will be subject to or is required to be asserted through the receivership administrative claims process administered by the FDIC in its capacity as receiver for the Failed Banks pursuant to 12 U.S.C. Section 1821(d)(3) through (13); and
Liabilities Assumed by the Company. (a) At the Closing, the Company will assume as of the Closing Date, and will subsequently pay, honor and discharge when due and payable and otherwise in accordance with their terms, all of the following Liabilities of the Asset Sellers (other than any such Liabilities which are specifically set forth in Section 2.2(b)) (collectively, the “Assumed Liabilities”):
Liabilities Assumed by the Company. The Company herby agrees to be liable for and pay for the following liabilities:
Liabilities Assumed by the Company. The Company hereby agrees to be solely liable for and pay for the following liabilities identified on the attached Schedule E, including legal/defense costs and costs of settlement of the same.
Liabilities Assumed by the Company. As of the Effective Time ---------------------------------- (as hereinafter defined in Section 3.1, the Company shall assume only the ----------- following liabilities of Seller (the "Assumed Liabilities"): (a) liabilities arising from and after the Effective Time under the Assigned Contracts; (b) accounts payable (the "Assumed Accounts"), (c) expenses arising after May 31, 1997, relating to the Infringement Lawsuit; and (d) warranty liabilities ("Assumed Warranties") to the extent of the warranty reserve reflected in the Closing Balance Sheet (as hereinafter defined in Section 3.6
