Common use of Assumption of Liabilities and Obligations Clause in Contracts

Assumption of Liabilities and Obligations. As of the Closing Date, ----------------------------------------- Buyer shall assume and pay, discharge and perform the following (the "ASSUMED LIABILITIES") (i) all the obligations and liabilities of Seller under the Franchises and the other Assumed Contracts insofar as they relate to the time period after the Effective Time, (ii) all obligations and liabilities of Seller to any customer of the Systems for any advance payments or deposits, if and to the extent that an adjustment was made to the Purchase Price with respect to such customer pursuant to Section 2.4(b) above, and (iii) all obligations and liabilities arising out of events occurring after the Effective Time related to Buyer's ownership of the Assets or its conduct of the business or operations of the Systems after the Effective Time. All obligations and liabilities of Seller other than the Assumed Liabilities, including (a) obligations with respect to the Excluded Assets, including under any Contract not included in the Assumed Contracts, (b) any obligations under the Assumed Contracts relating to the time period prior to the Effective Time, and (c) any claims or pending litigation or proceedings relating to the operation of the System prior to the Effective Time, shall remain and be the obligations and liabilities solely of Seller.

Assumption of Liabilities and Obligations. As of the Closing Date, ----------------------------------------- (a) Buyer shall assume and undertake to pay, discharge and perform the following Assumed Liabilities as of the Closing Date. (b) Buyer shall not be required to assume any of the "ASSUMED LIABILITIES") following: (i) all the any obligations and or liabilities of Seller under the Franchises and the other Assumed Contracts insofar as they relate to the time period after the Effective Timeany Excluded Contract, (ii) all obligations and liabilities of Seller to any customer of the Systems for any advance payments or deposits, if and to the extent that an adjustment was made to the Purchase Price with respect to such customer pursuant to Section 2.4(b) above, and (iii) all obligations and liabilities arising out of events occurring after the Effective Time related to Buyer's ownership of the Assets or its conduct of the business or operations of the Systems after the Effective Time. All obligations and liabilities of Seller other than the Assumed Liabilities, including (a) obligations with respect to the Excluded Assets, including under any Contract not included in the Assumed Contracts, (b) any obligations or liabilities under the Assumed Contracts relating to the time period prior to the Effective Time, and except insofar as a proration or adjustment therefor is made in favor of Buyer under Section 2.5(a), (ciii) any claims liability or pending litigation obligation arising out of any litigation, proceeding or proceedings claim by any person or entity relating to the operation business or operations of any of the System Businesses or any of the Assets with respect to any events or circumstances that occur or exist prior to the Effective Time relating to such Businesses or the Assets, (iv) any credit agreements, note purchase agreements, indentures or other financing arrangements (other than any Assumed Contracts) of Seller and (v) any other obligation or liability of Seller that is not an Assumed Liability (including, without limitation, any increase in the Assumed Liabilities in violation of Section 2.7(c)). Buyer shall perform all obligations arising out of the Assets (including the Assumed Contracts and the Licenses) relating to the period on or after the Effective Time. Seller shall retain all liabilities of Seller not assumed by Buyer. (c) Notwithstanding anything in this Agreement to the contrary, the parties acknowledge that after the Effective Time, Seller shall remain not, by any voluntary act or omission, increase the Assumed Liabilities other than as permitted in accordance with the terms and be provisions of this Agreement, without the obligations and liabilities solely prior written consent of SellerBuyer.

Assumption of Liabilities and Obligations. As of the Closing DateEffective Time, ----------------------------------------- Buyer shall assume and assume, pay, discharge and perform the following (the "ASSUMED LIABILITIES") (i) all the obligations and liabilities of Seller under the Franchises and the other Assumed Contracts insofar as they relate to the time period after the Effective Time, (ii) all obligations and liabilities of Seller to any customer Customer of the Systems Business for any advance payments or deposits, if and to the extent that an adjustment was made to the Purchase Price Initial Payment with respect to such customer advance payments or deposits pursuant to Section 2.4(b) above, and (iii) all obligations and liabilities arising out of events occurring after the Effective Time related to Buyer's ownership of the Purchased Assets or its conduct operation of the business or operations of the Systems Business after the Effective TimeTime (collectively, the "ASSUMED LIABILITIES"). All other obligations and liabilities of Seller other than (collectively, the Assumed Liabilities"EXCLUDED LIABILITIES"), including including, without limitation, (a) obligations with respect to the Excluded Assets, including under any Contract not included in the Assumed Contracts, (b) any obligations under the Assumed Contracts relating to the time period prior to the Effective Time, and (c) any claims or pending litigation or proceedings relating to the operation of the System Business prior to the Effective Time, and (d) all accounts payable to Affiliates of Seller and loans payable by Seller, shall remain and be the obligations and liabilities solely of Seller.

Assumption of Liabilities and Obligations. (a) As of the Closing DateEffective Time, ----------------------------------------- Buyer shall assume and assume, pay, discharge and perform the following (the "ASSUMED LIABILITIES") perform: (i) all of the obligations and liabilities of Seller under the Franchises Transferable Licenses and the other Assumed Contracts insofar as they relate to the time period Customer Contracts, arising out of an event occurring from and after the Effective Time, including without limitation any cancellation charges, liabilities or penalties in the event that Buyer elects to terminate or cease performance under such Customer Contracts; (ii) all obligations and liabilities of Seller to any customer of the Systems for any advance payments or deposits, if and to the extent that an adjustment was made to the Purchase Price with respect to such customer pursuant to Section 2.4(b) above, and (iii) all obligations and liabilities arising out of events occurring from and after the Effective Time related to Buyer's the ownership of the Assets or its the conduct of the business or operations of the Systems Business from and after the Effective Time. All , including, without limitation, property taxes due and payable based on an assessment date after the Effective Time, whether or not accrued prior to the Effective Time; (iii) any obligations and liabilities resulting from or associated with the termination of employment after the Closing Date of the Transferred Employees (as defined in Section 4.5) or to otherwise comply with its obligations as set forth in Section 4.5; and (iv) the obligations and liabilities of Seller other than under the Assumed Liabilities, including (a) obligations Real Property Leases with respect to the Excluded Assets, including under any Contract not included Real Property Leases and for the periods specified in the Assumed Contracts, Section 4.1(a) and (b) any hereof (the foregoing, the “Assumed Liabilities”). (b) All of the obligations under the Assumed Contracts relating to the time period and liabilities of Seller arising prior to the Effective Time, and not otherwise assumed by Buyer pursuant to this Agreement, shall remain the obligations and liabilities of Seller, including, without limitation: (ci) any claims obligations under any contract, lease or pending litigation agreement not included in the Customer Contracts; (ii) any obligations under the Customer Contracts arising from a breach thereby prior to the Effective Time and obligations under the Real Property Leases other than as specified in Section 4.1 hereof; (iii) any liability or proceedings obligation relating to the operation of the System Employee Benefit Plans; and (iv) any property tax liability due and payable based on an assessment date prior to the Effective Time, shall remain and be whether or not accrued prior to the obligations and liabilities solely of SellerEffective Time.