Treatment of Liabilities. The amount of any liability shall be determined for purposes of this Section 4.05 taking into account Section 752(c) of the Code and any other applicable provisions of the Code and the Treasury Regulations.
Treatment of Liabilities. For purposes of this paragraph (b)(2)(iv), (1) money contributed by a partner to a partnership includes the amount of any partnership liabilities that are assumed by such partner (other than liabilities described in paragraph (b)(2)(iv)(b)(5) of this section that are assumed by a distributee partner) but does not include increases in such partner's share of partnership liabilities (see section 752(a)), and (2) money distributed to a partner by a partnership includes the amount of such partner's individual liabilities that are assumed by the partnership (other than liabilities described in paragraph (b)(2)(iv)(b)(2) of this section that are assumed by the partnership) but does not include decreases in such partner's share of partnership liabilities (see section 752(b)). For purposes of this paragraph (b)(2)(iv)(c), liabilities are considered assumed only to the extent the assuming party is thereby subjected to personal liability with respect to such obligation, the obligee is aware of the assumption and can directly enforce the assuming party's obligation, and, as between the assuming party and the party from whom the liability is assumed, the assuming party is ultimately liable.
Treatment of Liabilities. (a) The Final Approval Order shall include a provision that Tower LLC shall be free and clear of all liabilities other than those set forth in this Agreement, under the A&R Loan Agreements and A&R Notes and the New Development Agreement.
Treatment of Liabilities. (a) In connection with the sale of the Assets to Purchaser, Purchaser will assume only the following liabilities of Seller (collectively, the “Assumed Liabilities”): those obligations of Seller relating to the Assigned Contracts or breaches of any product warranties offered in connection with the Assets arising out of sales of the Assets made by Purchaser from and after the Closing in accordance with the terms thereof, but excluding any obligations arising as a result of any breach, default or failure to perform by Seller under any Assigned Contract or product warranties offered in connection with the Assets prior to the Closing except as described in Schedule 1.2 relating to the assumption of warranty customer support by Purchaser .
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Treatment of Liabilities. Effective from and after Closing, Buyer hereby agrees to hold Seller and its affiliates harmless from and against, and indemnify Seller and its affiliates with respect to, the Assumed Liabilities. Effective from and after Closing, Seller hereby agrees to hold Buyer and its affiliates harmless from and against, and indemnify Buyer and its affiliates with respect to, all liabilities of Seller that relate to the Assigned Assets.
Treatment of Liabilities. Upon the terms, subject to the conditions and on the basis of the representations, warranties and agreements hereinafter set forth:
Treatment of Liabilities. On the terms and subject to the conditions set forth in this Agreement and except as specifically set forth herein or in any Transaction Document, (i) the members of the ANV Group, as applicable, shall retain all of the ANV Liabilities and (ii) ATUS and the ATUS Subsidiaries, as applicable, shall retain all of the ATUS Liabilities.
Treatment of Liabilities. (a) Effective at the Closing, the Shareholders shall assume the Shareholder Liabilities from the Company, including without limitation those liabilities and obligations as are set forth on Schedule 1.5(a).
Treatment of Liabilities. 11 Section 2.3
