Assumption of Children's Equity Liabilities Sample Clauses

Assumption of Children's Equity Liabilities. The Children's ------------------------------------------- Equity Operating Agreement provides that upon dissolution, Children's Equity shall pay, or provide for the payment of, the obligations of Children's Equity. While there are no known current obligations of Children's Equity, effective immediately upon the dissolution of Children's Equity in accordance with paragraph (c)(i) above, ZB Direct hereby assumes and shall hereafter perform, pay and discharge all liabilities and obligations of Children's Equity, including, without limitation, all liabilities and obligations pursuant to (i) contingent, conditional or unmatured contractual claims against Children's Equity, (ii) any claims against Children's Equity which are the subject of a pending action, suit or proceeding to which Children's Equity is a party, (iii) claims that are not yet known to Children's Equity or that have not arisen but that may become known or arise after the date hereof, and (iv) expenses of liquidation. ZB Direct and Children's Equity represent and warrant to each other and to all other parties hereto that they have respectively taken all necessary action to effectuate said assumption (including the receipt of any and all necessary third party consents), such that no further action shall be necessary to effectuate such assumption and such assumption shall occur automatically upon the terms and at the time set forth herein.
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Related to Assumption of Children's Equity Liabilities

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