ASSUMPTION OF SPECIFIC LIABILITIES Clause Samples

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. 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. 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 Liabilities”): (a) the Contracts, (b) the leases listed on Schedule 7.2(b), except that Buyer shall not be responsible for any payments under any such leases which relate to periods prior to the Closing; (c) the liabilities and obligations related to the operation of the Business and Assets incurred on or after the Closing Date; and (d) any and all other liabilities and obligations of any kind or nature, including but not limited to taxes, acts or omissions of Buyer and its Affiliates, accruing on or after the Closing Date regarding the Business and the Assets and Buyer’s obligations under this Agreement and any document executed pursuant hereto.

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"): (a) the Contracts, except that Buyer shall not be responsible for any payments or the performance of any obligations under any such Contracts which relate to periods prior to the Closing; and (b) [intentionally omitted] (c) the liabilities and obligations related to the operation of the Business after the Closing Date, except for all such liabilities and obligations arising out of facts and circumstances existing prior to the Closing Date.

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, 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"): (a) the Contracts, except that Buyer shall not be responsible for any payments or the performance of any obligations under any such Contracts which relate to periods prior to the Closing; and (b) the leases listed on Schedule 7.2(b), except that Buyer shall not be responsible for any payments under any such leases which relate to periods prior to the Closing; (c) the liabilities and obligations related to the operation of the Business after the Closing Date, except for all such liabilities and obligations arising out of facts and circumstances existing prior to the Closing Date; and (d) the note of Seller to Cornerstone Bank dated November 4, 2004 in the principal amount of $127,645.00 with respect to a 2005 Peterbilt Model 357 Serial #1NPALUOXX5N845876.

ASSUMPTION OF SPECIFIC LIABILITIES. At the Closing, Purchaser 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: 4.5.1. any and all liabilities, obligations and commitments of the Company for unfilled purchase orders entered into by the Company in the ordinary course of business and listed on Schedule 4.5.1; 4.5.2. any and all liabilities, obligations and commitments of the Company for unfilled sales orders for the Technology and any products incorporating the Technology entered into by the Company in the ordinary course of business and listed on Schedule 4.5.2; 4.5.3. any and all liabilities, obligations and commitments of the Company under other contracts, leases, arrangements and agreements to the extent listed on Schedule 5.13 (other than the agreements listed under "Agreements Not Assumed"); provided that Purchaser shall NOT assume liabilities, obligations or commitments of the Company relating to (i) any local, state or federal tax liabilities or similar governmental or other assessments arising from the conduct of any business or occurrences prior to the Closing Date; (ii) any liabilities for breach or default by the Company under any contract, lease or agreement assigned to Purchaser hereunder; (iii) any liability with respect to any claim, suit, action or judicial or arbitral proceeding (a) made or pending or commenced against the Company on or prior to the Closing Date or (b) made or commenced after the Closing Date in respect of any action, omission or condition to the extent existing or occurring prior to the Closing Date; (iv) any pension or profit sharing plan benefit, continuation, premium, withdrawal or other liability, severance liability, funding deficiency, worker's compensation, employee life and health insurance or similar liability to any employee or former employee of the Company, including, without limitation, any such liability under any multi-employer or single-employer plan, contract or arrangement (including, without limitation, any plan or other instrument referred to in Schedule 5.19), or any other liability in respect of any employee, including without limitation any wages, vacation pay, sick leave, back pay, or compensation of any kind, attributable to or in respect of any period prior to the Closing Date, whether or not reflected on the Closing Balance Sheet; (v) any consulting agreements or employment agreements excep...

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).

ASSUMPTION OF SPECIFIC LIABILITIES. Purchaser and SkyLynx agrees to perform all of the Sellers' contractual obligations related 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 ("Assumed Liabilities"). For purposes of this Agreement, Assumed Liabilities shall mean the obligations from and after the Closing Date, relating to the equipment leases, business and dial-up Customer Accounts, Assumed Contracts, and real property and equipment leases and such other indebtedness, all as more fully set forth in Schedule 1.3. Notwithstanding anything contained herein to the contrary, Purchaser is not assuming any obligations which accrued or arose prior to the Closing Date, regardless of when such claims, demands, suits may be made or filed.