Common use of Assumed Liabilities; Excluded Liabilities Clause in Contracts

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.

Assumed Liabilities; Excluded Liabilities. In accordance with (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Xxxxxxx Closing, Merger Sub II Buyer shall, or shall cause an Other Buyer to, accept, assume and shall agree to timely pay, defendperform, fulfill and discharge and perform as and when due any and performable only the obligations under the Franchise Agreements arising after the Xxxxxxx Closing (the “all Assumed Liabilities”). Buyer shall not be released from any Liability hereunder if it assigns any of its rights or Liabilities hereunder to any of its Affiliates. 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 anything in this Agreement to the Xxxxxxx Closing other than the Assumed Liabilities (the “Excluded Liabilities”). For the avoidance of doubt, Excluded Liabilities shall include, without limitationcontrary, (i) nothing contained in this Agreement shall require Buyer or its Affiliates to pay, perform or satisfy any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed of the Assumed Liabilities so long as Buyer or otherwiseits Affiliates shall in good faith contest, or whether known or unknowncause to be contested, 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 relevant third party that is the obligee of such Assumed Liability the amount to be paid by Xxxxxxx with respect to the Franchise Businesses or validity thereof or shall in settlement of such casegood faith assert any defense or offset thereto, and (ii) the fact that a Liability may fall under the definition of “Assumed Liabilities” and may have been assumed by Buyer or its Affiliates hereunder shall not in any Tax liabilities respect prevent Buyer or any other Buyer Indemnified Party from seeking or receiving indemnification hereunder with respect to such Liability to the extent such Person is entitled to indemnification with respect to such Liability or obligation pursuant to the terms of Xxxxxxx, whether or not attributable to or resulting from the transactions contemplated by this AgreementArticle 9.

Assumed Liabilities; Excluded Liabilities. In accordance with the terms and conditions set forth in this Agreement, at the Xxxxxxx LeComp 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 specific Liabilities of LeComp set forth on Exhibit B hereto (the “Assumed Liabilities”). Notwithstanding the foregoing sentence, Xxxxxxx LeComp 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 LeComp and Cotsen as of the Xxxxxxx LeComp 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 LeComp in settlement of such case, and (ii) any Tax liabilities of XxxxxxxLeComp or Cotsen, whether or not attributable to or resulting from the transactions contemplated by this Agreement.