Common use of Assumed Liabilities; Excluded Liabilities Clause in Contracts

Assumed Liabilities; Excluded Liabilities. (a) As part of the consideration for the Purchased Assets, subject to the terms and conditions set forth herein, (a) CEL shall assume and agree to pay, perform and discharge only the liabilities and obligations arising after the Closing under the Assigned Contracts other than the CETS Contracts, but only to the extent that such liabilities and obligations do not relate to any breach, default or violation by Seller on or prior to the Closing (the “CEL Assumed Liabilities”) and (b) CETS shall assume and agree to pay, perform and discharge only the liabilities and obligations arising after the Closing under the CETS Contracts, but only to the extent that such liabilities and obligations do not relate to any breach, default or violation by Seller on or prior to the Closing (the “CETS Assumed Liabilities” and, collectively with the CEL Assumed Liabilities, the “Assumed Liabilities”). (b) Other than the Assumed Liabilities, Buyer shall not assume any liabilities or obligations of Seller or the Seller Businesses of any kind, whether known or unknown, contingent, matured or otherwise, whether currently existing or hereinafter created. Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all liabilities and obligations which they are obligated to pay and satisfy. All liabilities and obligations of the Seller other than the Assumed Liabilities are sometimes referred to as the “Excluded Liabilities.”

Assumed Liabilities; Excluded Liabilities. (a) As part of the consideration for the Purchased Assets, subject to In accordance with the terms and conditions set forth hereinin this Agreement, (a) CEL at the Xxxxxxx Closing, Merger Sub II shall assume and shall agree to pay, defend, discharge and perform as and discharge when due and performable only the liabilities and obligations under the Franchise Agreements arising after the Closing under the Assigned Contracts other than the CETS Contracts, but only to the extent that such liabilities and obligations do not relate to any breach, default or violation by Seller on or prior to the Xxxxxxx Closing (the “CEL Assumed Liabilities”) and (b) CETS shall assume and agree to pay, perform and discharge only the liabilities and obligations arising after the Closing under the CETS Contracts, but only to the extent that such liabilities and obligations do not relate to any breach, default or violation by Seller on or prior to the Closing (the “CETS Assumed Liabilities” and, collectively with the CEL Assumed Liabilities, the “Assumed Liabilities”). (b) Other . 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, Buyer Excluded Liabilities shall not assume include, without limitation, (i) any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or obligations of Seller otherwise, or the Seller Businesses of any kind, whether known or unknown, contingent, matured 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 currently existing or hereinafter created. Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all liabilities and obligations which they are obligated not attributable to pay and satisfy. All liabilities and obligations of or resulting from the Seller other than the Assumed Liabilities are sometimes referred to as the “Excluded Liabilitiestransactions contemplated by this Agreement.”