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 the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer or the applicable Other Buyer shall accept, assume and agree to pay, perform, fulfill and discharge when due any and all Assumed Liabilities, but in no event, any Excluded Liabilities. From and after the Closing, Buyer shall indemnify Seller in respect ofbe responsible for all Assumed Liabilities, and hold Seller harmless againstregardless of when or where such Assumed Liabilities arose or arise, any and all Losses incurred or suffered by Seller whether the facts on which they are based occurred prior to or any of its Affiliates subsequent to the extent arising out Closing Date, regardless of where or resulting from against whom such Assumed Liabilities are asserted or determined or whether asserted or determined prior to the Assumed LiabilitiesAgreement Date. (b) The Parties agree that, except for the Assumed Liabilities, none of Buyer or any Other Buyer shall not accept, assume, pay, perform, fulfill or discharge or otherwise have any Liability forLiability, whether or not related to the Business, for any Liabilities of Seller or any Affiliate Subsidiary of Seller (whether now existing or hereafter arising), and Seller and its Affiliates Subsidiaries shall retain, and shall be solely responsible and liable for paying, performing, fulfilling and discharging when due, all Excluded Liabilities of Seller and its Subsidiaries other than the Assumed 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 including 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 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 & Xxxxxxxx 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.