all claims from third parties arising directly from Buyer’s ownership of the acquired Assets, Assumed Liabilities, or operation of the Proposed Business after the Closing Date.
Section # No Assumption of Liabilities
Assumption and Retention of Liabilities.
Undertake new borrowings from any third party, issuance of corporate bonds, assumption of liabilities, guarantee of liabilities or other act incurring liabilities
Take Over Rights Limitation. With respect to Buyer’s Take Over Rights and assumption of rights and obligations under the Ancillary Agreements, all parties acknowledge that Buyer’s obligations to perform under the Ancillary Agreements shall be limited to the Improvements (onsite and offsite) which specifically pertain to the Property being purchased hereunder by Buyer, and shall in no way extend to or obligate any work or Improvements that are beyond the scope of the FMA and that service or pertain to any separate property, including Seller’s other real property. However, this limitation shall not be interpreted to relieve Buyer from performing all obligations and constructing all improvements under the FMA in the event Buyer exercises its Take Over Rights. A statement to this effect shall be included in any assignments of the Ancillary Agreements as provided herein.
Assignment and Assumption. Certain Existing Customers are billed directly by Dell on Existing Projects. Dell hereby assigns the revenues collected in connection with such Existing Projects to Spyglass and Spyglass assumes all obligations and liabilities associated with such Existing Projects.
SECTION # Assumption of Liabilities. The Assumed Liabilities are all of the Liabilities of Seller, or any of its predecessors in interest, of any kind, character or description whatsoever, other than the Retained Liabilities.
Assumption of the liabilities as set forth on [Exhibit 1.1] (a).
No Proceeding or Litigation ARTICLE 9 ASSUMPTION OF LIABILITIES AND INDEMNIFICATION
Buyer’s Representations and Warranties. Buyer represents and warrants to Seller as follows:
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