Common use of Assumed Liabilities; Excluded Liabilities Clause in Contracts

Assumed Liabilities; Excluded Liabilities. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall accept, assume and agree to pay, perform, fulfill and discharge when due any and all Assumed Liabilities. From and after the Closing, Buyer shall indemnify Seller in respect of, and hold Seller harmless against, any and all Losses incurred or suffered by Seller or any of its Affiliates to the extent arising out of or resulting from the Assumed Liabilities. (b) The Parties agree that, except for the Assumed Liabilities, Buyer shall not accept, assume, pay, perform, fulfill or discharge or otherwise have any Liability for, any Liabilities of Seller or any Affiliate of Seller (whether now existing or hereafter arising), and Seller and its Affiliates shall retain, and shall be solely responsible and liable for paying, performing, fulfilling and discharging when due, all Excluded Liabilities. From and after the Closing, except as provided in 0, Seller shall indemnify Buyer in respect of, and hold Buyer harmless against, any and all Losses incurred or suffered by Buyer or any of its Affiliates to the extent arising out of or resulting from the Excluded Liabilities, the Excluded Assets or Seller’s businesses (other than the Business).

Assumed Liabilities; Excluded Liabilities. (a) Upon In accordance with the terms and subject to the conditions set forth in this Agreement, at the ▇▇▇▇▇▇▇ Closing, Buyer Merger Sub II shall accept, assume and shall agree to pay, performdefend, fulfill discharge and discharge perform as and when due any and all performable only the obligations under the Franchise Agreements arising after the ▇▇▇▇▇▇▇ Closing (the “Assumed Liabilities”). From and after Notwithstanding the Closingforegoing sentence, Buyer shall indemnify Seller in respect of, and hold Seller harmless against, any and all Losses incurred or suffered by Seller or any of its Affiliates to the extent arising out of or resulting from the Assumed Liabilities. (b) The Parties agree that, except for the Assumed Liabilities, Buyer shall not accept, assume, pay, perform, fulfill or discharge or otherwise have any Liability for, any Liabilities of Seller or any Affiliate of Seller (whether now existing or hereafter arising), and Seller and its Affiliates ▇▇▇▇▇▇▇ shall retain, and shall be solely responsible and liable for paying, performing, fulfilling 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 ▇▇▇▇▇▇▇ as of the ▇▇▇▇▇▇▇ Closing other than the Assumed Liabilities (the “Excluded Liabilities”). From and after For the Closingavoidance of doubt, except as provided in 0Excluded Liabilities shall include, Seller shall indemnify Buyer in respect ofwithout limitation, and hold Buyer harmless against, (i) any and all Losses incurred debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or suffered by Buyer otherwise, or any of its Affiliates whether known or unknown, or due or to become due or otherwise) associated with the wage and hour class action case titled Tiu & ▇▇▇▇▇▇▇▇ v. The Princeton Review, Inc., including, but not limited to the extent arising out amount to be paid by ▇▇▇▇▇▇▇ with respect to the Franchise Businesses in settlement of such case, and (ii) any Tax liabilities of ▇▇▇▇▇▇▇, whether or not attributable to or resulting from the Excluded Liabilities, the Excluded Assets or Seller’s businesses (other than the Business)transactions contemplated by this Agreement.

Assumed Liabilities; Excluded Liabilities. (a) Upon In accordance with the terms and subject to the conditions set forth in this Agreement, at the LeComp Closing, Buyer Merger Sub II shall accept, assume and shall agree to pay, performdefend, fulfill discharge and discharge perform as and when due any and all performable only the specific Liabilities of LeComp set forth on Exhibit B hereto (the “Assumed Liabilities”). From and after Notwithstanding the Closingforegoing sentence, Buyer shall indemnify Seller in respect of, and hold Seller harmless against, any and all Losses incurred or suffered by Seller or any of its Affiliates to the extent arising out of or resulting from the Assumed Liabilities. (b) The Parties agree that, except for the Assumed Liabilities, Buyer shall not accept, assume, pay, perform, fulfill or discharge or otherwise have any Liability for, any Liabilities of Seller or any Affiliate of Seller (whether now existing or hereafter arising), and Seller and its Affiliates LeComp shall retain, and shall be solely responsible and liable for paying, performing, fulfilling 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 LeComp and Cotsen as of the LeComp Closing other than the Assumed Liabilities (the “Excluded Liabilities”). From and after For the Closingavoidance of doubt, except as provided in 0Excluded Liabilities shall include, Seller shall indemnify Buyer in respect ofwithout limitation, and hold Buyer harmless against, (i) any and all Losses incurred debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or suffered by Buyer otherwise, or any of its Affiliates whether known or unknown, or due or to become due or otherwise) associated with the wage and hour class action case titled Tiu & ▇▇▇▇▇▇▇▇ v. The Princeton Review, Inc., including, but not limited to the extent arising out amount to be paid by LeComp in settlement of such case, and (ii) any Tax liabilities of LeComp or Cotsen, whether or not attributable to or resulting from the Excluded Liabilities, the Excluded Assets or Seller’s businesses (other than the Business)transactions contemplated by this Agreement.

Assumed Liabilities; Excluded Liabilities. (a) Upon the terms and subject to the conditions set forth in this Agreement, at At the Closing, Buyer the Purchaser shall accept, assume and agree to pay, perform, fulfill and discharge when due any and all only the following Liabilities (the “Assumed Liabilities. From and ”): (i) the Liabilities relating to the Assets arising after the ClosingClosing Date; (ii) the Liabilities specifically identified on Schedule 1.5(a)(ii); (iii) the Liabilities of the Seller under the Transferred Contracts, Buyer shall indemnify Seller in respect of, and hold Seller harmless against, any and all Losses incurred or suffered by Seller or any of its Affiliates but only to the extent that such Liabilities: (A) do not arise from or relate to any Breach by the Seller of any provision of any of such Transferred Contracts and (B) do not arise from or relate to any event, circumstance or condition occurring or existing on or prior to the Closing Date that, with notice or lapse of time, would constitute or result in a Breach by the Seller of any of such Transferred Contracts; (iv) Liabilities related to the Transferred Employees, to the extent incurred or arising out of on or resulting from after the Assumed LiabilitiesClosing Date; and (v) Taxes applicable to the Business, to the extent incurred or arising on or after the Closing Date. (b) The Parties agree that, except for the Assumed Liabilities, Buyer shall not accept, assume, pay, perform, fulfill or discharge or otherwise have any Liability for, any Liabilities of Seller or any Affiliate of Seller (whether now existing or hereafter arisingNotwithstanding Section 1.5(a), and the Seller and its Affiliates shall retain, and shall be solely responsible and liable for paying, performing, fulfilling performing and discharging when due, all Excluded Liabilities. From and after the Closing, except as provided in 0, Seller shall indemnify Buyer in respect ofdue all, and hold Buyer harmless againstthe Purchaser shall not assume or have any responsibility for any, any and all Losses incurred or suffered by Buyer or any Liabilities of its Affiliates to the extent arising out Business as of or resulting from the Excluded Liabilities, the Excluded Assets or Seller’s businesses (Closing other than the BusinessAssumed Liabilities (the “Excluded Liabilities”).