Common use of Assumed Liabilities and Excluded Liabilities Clause in Contracts

Assumed Liabilities and Excluded Liabilities. (a) At Closing, Buyer shall assume only those obligations of Seller scheduled to be performed after Closing under the terms of any Acquired Contract or with respect to the Company Owned Stores, but only to the extent that any such Acquired Contract is set forth on Schedule 2.1(a), and excluding any obligation that arises out of, relates to, or results from, directly or indirectly, any breach, nonperformance, tort, infringement, or violation of applicable law by Seller or any manager, member, employee, or other representative of Seller at or before Closing (such assumed obligations are referred to as the “Assumed Liabilities”). (b) Except as specifically provided in this Agreement (1) Buyer will not assume any liabilities of Seller, including any liabilities relating to the Excluded Assets, and (2) Seller will be solely liable for, and will pay, discharge and perform when due, all liabilities of Seller that do not constitute Assumed Liabilities, including all liabilities relating to the Excluded Assets; whether or not such liabilities are reflected on Seller’s books and records (collectively, the “Excluded Liabilities”).

Assumed Liabilities and Excluded Liabilities. (a) At Closing, Buyer shall assume only those obligations of Seller Sellers scheduled to be performed after Closing under the terms of any Acquired Contract or with respect to the Company Owned StoresStore, but only to the extent that any such Acquired Contract is set forth on Schedule 2.1(a), and excluding any obligation that arises out of, relates to, or results from, directly or indirectly, any breach, nonperformance, tort, infringement, or violation of applicable law by Seller or any manager, member, employee, or other representative of Seller at or before Closing (such assumed obligations are referred to as the obligations, “Assumed Liabilities”). (b) . Except as specifically provided in this Agreement (1) Agreement, Buyer will not assume any liabilities of any Seller, including any liabilities relating to the Excluded Assets, and (2) each Seller will be solely liable for, and will pay, discharge and perform when due, all liabilities of such Seller that do not constitute Assumed Liabilities, including all liabilities relating to the Excluded Assets; whether or not such liabilities are reflected on such Seller’s books and records records, including liabilities relating to the Excluded Assets (collectively, the “Excluded Liabilities”).

Assumed Liabilities and Excluded Liabilities. (a) At Closing, Buyer shall assume assume, only (i) obligations of the Sellers for advertising and marketing arising from advertising and marketing fees collected by Sellers from Sellers’ franchisees, up to a maximum aggregate amount equal to the Advertising Amount, and (ii) those obligations of Seller Sellers scheduled to be performed after Closing under the terms of any Acquired Contract or with respect to the Company Owned StoresContract, but only to the extent that any such Acquired Contract is set forth on Schedule 2.1(a), and excluding any obligation that arises out of, relates to, or results from, directly or indirectly, any breach, nonperformance, tort, infringement, or violation of applicable law by Seller or any manager, member, employee, or other representative of Seller at or before Closing (such assumed obligations are referred to as the obligations, “Assumed Liabilities”). (b) . Except as specifically provided in this Agreement (1) Agreement, Buyer will not assume any liabilities of either Seller, including any liabilities relating to the Excluded Assets, and (2) each Seller will be solely liable for, and will pay, discharge and perform when due, all liabilities of such Seller that do not constitute Assumed Liabilities, including all liabilities relating to the Excluded Assets; whether or not such liabilities are reflected on either Seller’s books and records records, including liabilities relating to the Excluded Assets (collectively, the “Excluded Liabilities”).