Assumed Liabilities. As of the Effective Time, Buyer hereby assumes and agrees to perform, pay, discharge and be responsible for all debts, liabilities and obligations arising from or related to the Purchased Assets. All such assumed obligations are referred to collectively as the “Assumed Liabilities.”

Assumed Liabilities. On the terms and subject to the conditions in this Agreement, upon the Closing, Buyer shall assume and agree to pay or discharge when due or perform in accordance with their respective terms all Liabilities in respect of the Acquired Contracts but only to the extent that such Liabilities thereunder are required to be performed after the Closing Date, were incurred in the ordinary course of business and do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller on or prior to the Closing; provided, however, that # Buyer shall not assume, be responsible for, be bound by, pay, perform or discharge, or have any liability or obligations with respect to the ​, and # subject to Section 1.4, Buyer shall not be obligated to assume, pay, perform or discharge any Liability under any such Acquired Contract, if Seller shall not have obtained, prior to the Closing Date, any consent required to be obtained from any Person with respect to the assignment or delegation to Buyer of any rights or obligations under such Acquired Contract (collectively, the “Assumed Liabilities”).

Assumed Liabilities. Purchaser shall assume, at the Effective Time, only the following Liabilities (as defined in Section 8.1) (collectively, the “Assumed Liabilities”):

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller arising after the Closing under the Purchased Assets (collectively, the “Assumed Liabilities”), and no other Liabilities: # all Liabilities in respect of the Purchased Assets to the extent that such Liabilities thereunder are required to be performed after the Closing Date, were incurred in the ordinary course of business, and do not relate to any breach, default or violation by Seller on or prior to the Closing; and # those Liabilities of Seller set forth in [Schedule 3.1].

Assumed Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser shall assume and pay, honor, perform and discharge when due all executory obligations under the Assumed Contracts # arising after the Closing, # not related to, or arising out of, any breach of any Assumed Contract occurring or existing prior to the Closing, and # not related to, or arising out of, any fact, event, act, omission, circumstance or condition occurring or existing prior to the Closing (collectively, the “Assumed Liabilities”). To the extent Seller has provided any financial guaranty to a landlord in connection with a lease of Real Property listed on [Schedule 5.10], Purchaser shall assume responsibility for such guaranty in connection with the assignment of such lease.

Assumed Liabilities. At Closing, Purchaser shall assume # all Liabilities under the Ground Lease, Tenant Leases, Facility Contracts and Transferred Licenses and Permits that are not Retained Liabilities and which arise or accrue on or after the Closing Date, # the payment of Taxes and assessments which arise or accrue on or after the Closing Date, and # any and all obligations or liabilities concerning or in any way relating to, arising or accruing from the ownership or operation of the Property or Assets arising on or after the Closing or as a result of Purchaser’s acts or omissions, in each case expressly excluding the Retained Liabilities (“Assumed Liabilities”). The rights and obligations of the Parties under this Section 2.5 shall survive Closing.

Assumed Liabilities. Buyer hereby assumes and agrees to pay, perform and discharge when due, only the liabilities, obligations or commitments arising out of any Assigned Contract to the extent incurred after the Closing Date, except for those liabilities specifically excluded in [Section 2.3(c) and (e)])] (the “Assumed Liabilities”) (and, for the avoidance of doubt, not including any liability arising out of or relating to a breach of such contract which occurred prior to the Closing).

Assumed Liabilities. Purchaser shall only assume obligations and Liabilities first arising after the Closing Date in respect of the Assumed Contracts (only to the extent such Assumed Contracts are assigned to Purchaser or Purchaser otherwise assumes such obligations and Liabilities pursuant to [Section 1.7]) but only to the extent that such obligations and Liabilities do not relate to any failure to perform, breach, default or violation by the Company on or prior to the Closing Date (collectively, the “Assumed Liabilities”).

Assumed Liabilities. Purchaser shall only assume obligations and Liabilities first arising after the Closing Date in respect of the Assumed Contracts (only to the extent such Assumed Contracts are assigned to Purchaser or Purchaser otherwise assumes such obligations and Liabilities pursuant to [Section 1.7]) but only to the extent that such obligations and Liabilities do not relate to any failure to perform, breach, default or violation by the Company on or prior to the Closing Date (collectively, the “Assumed Liabilities”).

Assumed Liabilities. Subject to the terms and conditions set forth herein, and subject to the completeness and accuracy of the representations and warranties set forth in Article IV and Article V, as of [[Buyer:Organization]], Buyer shall assume liability for the Assumed Liabilities only, and not for any other Liability whatsoever. The Parties expressly acknowledge and agree that Buyer is not hereby assuming or guaranteeing, shall not be deemed to have assumed or guaranteed, and shall not be liable or otherwise have any responsibility for, any Liability of Seller, the Equityholder or any of their respective affiliates, in each case other than the Assumed Liabilities.