Assumed Liabilities

Assumed Liabilities. Means all liabilities (i) under the Account Agreements, Reseller Agreements and, if assumed under Section 7.16, the Verio Agreement, to the extent such liabilities relate to the period from and after the Effective Date, including to provide services under Account Agreements for which payment was made prior to the end of the Transition Period, (ii) expressly identified in the Services Agreement as being assumed by Interland, and (iii) any other liability expressly assumed in writing by... Interland in connection with this Agreement, including pursuant to those agreements set forth on Exhibit D. Without limiting the foregoing, a claim by a customer, regardless of when asserted, for a refund of any amount paid to Seller prior to the Effective Date shall not be an Assumed Liability. View More

Assumed Liabilities. Means: (a) the Bank Debt and the Hunter Family Debt, each as defined herein, but in an aggregate amount not to exceed $1.5 million less Cash Retained for Debt Obligations, as defined herein; (b) those Liabilities of the Seller incurred in the Ordinary Course of Business and identified on the Most Recent Balance Sheet, as those terms are defined herein; (c) service obligations pursuant to "standard terms and conditions" warranties on equipment sold prior to the Closing; provided, however, that... neither warranties, guaranties, and indemnities beyond the Seller's standard sales terms, nor product liability with respect to, equipment sold prior to the Closing shall constitute an "Assumed Liability"; (d) obligations of the Seller pursuant to agreements, contracts, leases, licenses and other arrangements relating to the Acquired Assets to furnish goods and services or to pay for goods and services relating to the Acquired Assets, to the extent that such obligations arose prior to the Closing in the ordinary course of business or are listed on Schedule 1. View More

Assumed Liabilities. Means all liabilities and obligations of Company (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including (a) all liabilities of Company for income, transfer, sales, use, and other taxes arising in connection with the consummation of the transactions contemplated hereby, (b) all liabilities of Company for costs, payment of claims, and... other expenses (including legal fees and expenses) Company has incurred in connection with this Agreement, the transactions contemplated hereby, and Company's liquidation and dissolution, (c) all liabilities and obligations of Company under the agreements, contracts, leases, licenses, and other arrangements referred to in the definition of Acquired Assets, (d) all liabilities and obligations of Company pertaining to dissenter's rights under California Corporations Code ss.1300 et seq., (e) all other liabilities and obligations of Company set forth in the Disclosure Schedule, and (f) all liabilities arising from any and all personal guaranties executed by a director, officer, shareholder, employee, or agent of Company pertaining to the foregoing; provided, however, that the Assumed Liabilities shall not include any obligation of Company expressly set forth in this Agreement (or under any written side agreement between Company on the one hand and Buyer and/or Nova on the other hand entered into on or after the date of this Agreement). View More

Assumed Liabilities. Means any and all of the following liabilities and obligations of Seller: (a) all obligations of Seller to provide to purchasers or users of Products, any one or more of maintenance, repair and customer support services with respect thereto, whether such obligations arise before, on or after the Closing Date; (b) any obligation (whether or not covered by warranty) to Product purchasers or users arising out of any deficiency or claimed deficiency of any Product, except to the extent that Seller... had knowledge of such deficiency prior to the Closing Date and failed to take action intended to correct such deficiency, and (c) all obligations under any contracts, agreements, purchase orders, authorizations, licenses, permits, leases or other commitments included in the Assets. View More

Assumed Liabilities. Means (i) all of the Liabilities of Sellers other than the Excluded Liabilities and (ii) those Liabilities set forth on Exhibit A.

Assumed Liabilities. Means only those Liabilities of the Target set forth on Exhibit A attached hereto.

Assumed Liabilities. Has the meaning set forth in (S) 2.3.

Assumed Liabilities. Means the Liabilities described on Exhibit B hereto.

Assumed Liabilities. Means only (a) those liabilities and obligations of Seller which arise after the Closing Date under the Assumed Contracts, and (b) those liabilities and obligations which are set forth on SCHEDULE 2.

Assumed Liabilities. Shall mean all direct and/or indirect liabilities and obligations, including contingent liabilities, of Seller in connection with the Purchased Business, -2- and those under the Assumed Contracts, including, without limitation, (a) to furnish services, and other non-cash benefits to another party after the Closing Date and (b) to pay for goods, services, licenses, royalties and other... non-cash benefits that another party will have furnished to it after the Effective Date; and (c) to repay debts, to pay taxes, fines, judgments, all of which Buyer shall be responsible after the Closing Date as of the Effective Date. View More