Assumed Liabilities; Excluded Liabilities. (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Seller the Assumed Liabilities.
Assumed Liabilities; Excluded Liabilities. (a) At the Closing, Buyer shall assume and shall agree to pay, defend, discharge and perform as and when due and performable by appropriate instruments in a form reasonably satisfactory to the Parties only the following specific Liabilities of the Company, except to the extent that any of the following constitute Excluded Liabilities:
Assumed Liabilities; Excluded Liabilities. Except for the liabilities of Seller relating to the Business set forth on Schedule 3 (the “Assumed Liabilities”), which Purchaser agrees to assume, Purchaser does not assume, agree to perform or discharge, indemnify Seller against, or otherwise have any responsibility for Liabilities of Seller, whether fixed or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecured, and whether arising prior to, on or after the date hereof (collectively, the “Excluded Liabilities”). Without limiting the generality of the preceding sentence, the Excluded Liabilities include the following:
Assumed Liabilities; Excluded Liabilities. (a) As of the Closing Date, Purchaser agrees to assume, satisfy or perform when due those liabilities and obligations of the Company listed in Schedule 2.3 (the “Assumed Liabilities”).
Assumed Liabilities; Excluded Liabilities. (a) At the Closing, the Buyer shall assume only the following Liabilities (the “Assumed Liabilities”):
Assumed Liabilities; Excluded Liabilities. In addition to the Purchase Price payable pursuant to Section 2.1, effective as of the Effective Date, Buyer hereby agrees to assume, pay, perform, discharge and otherwise satisfy promptly when due, and to indemnify and hold harmless the Seller from and against, only (a) under the Contracts to the extent arising with respect to the period on or after the Effective Date and to the extent such liabilities would be the liabilities of the Seller but for the assignment of the Contract, and (b) relating to the U.S. Agtrol Division or the use of the Purchased Assets (including the sale of Inventory by Buyer) on or after the Effective Date, including any claims relating to health and safety, environmental, employment and termination of employment on or after the Effective Date (collectively, the "Assumed Liabilities"). Except as provided in this Agreement, Buyer shall not assume or become liable or obligated for or on any contract or agreement of the Seller or for any of any debt, liability or obligation of the Seller, whatsoever, whether known or unknown, direct, contingent or otherwise, however or whenever arising or asserted, including any liability or obligation (i) of the Seller to its employees, customers, creditors or brokers, or to any governmental authority, (ii) in respect of the Excluded Assets, or (iii) relating to the U.S. Agtrol Division or the use of the Purchased Assets prior to the Effective Date, including any claims relating to health and safety, environmental, employment and termination of employment prior to the Effective Date (all such liabilities and obligations of the Seller, herein referred to as the "Excluded Liabilities"). Buyer shall be solely responsible for satisfying all of the Assumed Liabilities and the Seller shall have no liability whatsoever with respect thereto. The Seller shall be solely responsible for satisfying all of the Excluded Liabilities and Buyer shall have no liability whatsoever with respect thereto.
Assumed Liabilities; Excluded Liabilities. (a) For the purposes of this Agreement, “
Assumed Liabilities; Excluded Liabilities. Effective as of the Closing Date, Buyer shall assume and perform (and indemnify and hold Sellers harmless against in accordance with Section 10.2): (a) all Liabilities arising out of or related to the ownership, use and operation of the Purchased Assets accruing after the Closing Date and all Liabilities for which Buyer is responsible pursuant to Section 4.5; (b) all Liabilities arising and accruing after the Closing Date to Buyer Employees as a result of such Buyer Employees’ employment with Buyer; (c) all Liabilities accruing after the Closing Date under Assigned Contracts; (d) all Prepaid Subscription and Advertising Liabilities; and (e) all Liabilities in respect of carrier deposits (collectively, the “Assumed Liabilities”). Buyer shall not assume or be obligated to pay, perform, discharge or in any way be responsible for any Liabilities other than the Assumed Liabilities, and specifically shall not assume or be obligated to perform or otherwise be responsible for any obligations or Liabilities under any contracts which are not Assigned Contracts any Liabilities with respect to any Owned Real Estate listed on the final version of Schedule 2.2(xi), Collective Bargaining Agreements, employment agreements, consulting or contractor agreements, any Liabilities under any pension plan (including without limitation any past, present or future withdrawal liability under any such plan and including any liability associated with the Retirement Plan for Non- Salaried Employees of Reading Eagle Co.) or other Employee Benefit Plan of the Sellers, any Liabilities for workers’ compensation, severance, termination, WARN, and/or retention, any Liabilities for vacation, sick leave, personal days, or other forms of paid time off, any Liabilities accruing, arising out of, or relating to any federal, state or local investigations of, or claims or actions against, any Seller or any Employee, agent, vendor or representative of any Seller arising out of actions prior to or on the Closing Date (other than rights of setoff or recoupment claims), any Liabilities incurred pursuant to the DIP Agreement, (collectively, the “Excluded Liabilities”). Employee Benefit Plans and any Liabilities relating thereto (including, but not limited to, withdrawal liability under any multiemployer plan, as defined under Sections 3(37) and 4001(a)(3) of ERISA, are Excluded Liabilities.
Assumed Liabilities; Excluded Liabilities. Pursuant to the Assumption Agreement, Purchaser shall agree to pay, perform and discharge the Assumed Liabilities in accordance with terms thereof as and when due or required. Seller shall pay, perform and discharge the Excluded Liabilities in accordance with the terms thereof as and when due or required.
Assumed Liabilities; Excluded Liabilities. In accordance with the terms and conditions set forth in this Agreement, at the Xxxxxxx Closing, Merger Sub II shall assume and shall agree to pay, defend, discharge and perform as and when due and performable only the obligations under the Franchise Agreements arising after the Xxxxxxx Closing (the “Assumed Liabilities”). Notwithstanding the foregoing sentence, Xxxxxxx shall retain, and shall be responsible for paying, performing and discharging when due, and neither Merger Sub II nor Parent or any Affiliate thereof shall assume or have any responsibility for, all Liabilities of Xxxxxxx as of the Xxxxxxx Closing other than the Assumed Liabilities (the “Excluded Liabilities”). For the avoidance of doubt, Excluded Liabilities shall include, without limitation, (i) any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise) associated with the wage and hour class action case titled Tiu & Xxxxxxxx v. The Princeton Review, Inc., including, but not limited to the amount to be paid by Xxxxxxx with respect to the Franchise Businesses in settlement of such case, and (ii) any Tax liabilities of Xxxxxxx, whether or not attributable to or resulting from the transactions contemplated by this Agreement.
