Common use of Assumption of Obligations and Liabilities Clause in Contracts

Assumption of Obligations and Liabilities. At the Closing, Vision 21 shall assume and agree to pay or perform, promptly as they become due, only those obligations and liabilities of the Company expressly set forth on Schedule 2.3 (the "Assumed Obligations") which shall exclude the Business Management Agreement. Except for the Assumed Obligations, Vision 21 shall not assume or be deemed to have assumed and shall not be responsible for any other obligation or liability of the Company, direct or indirect, known or unknown, absolute or contingent, including without limitation (i) any and all obligations regarding any foreign, Federal, state or local income, sales, use, franchise or other tax liabilities, (ii) any and all obligations or liabilities relating to any fees or expenses of the Company's or Physician's counsel, accountants or other experts incident to the negotiation and preparation of any of the documents contemplated herein and consummation of the transactions contemplated thereby, and (iii) any and all liabilities relating to or arising from the provision of professional medical or optometric services (or failure to provide professional medical or optometric services) prior to the Closing Date.

Assumption of Obligations and Liabilities. At the Closing, Vision 21 shall assume and agree to pay or perform, promptly as they become due, only those obligations and liabilities of the Company expressly set forth on Schedule 2.3 (the "Assumed Obligations") which shall exclude the Business Management Agreement. Except for the Assumed Obligations, Vision 21 shall not assume or be deemed to have assumed and shall not be responsible for any other obligation or liability of the Company, direct or indirect, known or unknown, absolute or contingent, including without limitation (i) any and all obligations regarding any foreign, Federal, state or local income, sales, use, franchise or other tax liabilities, (ii) any and all obligations or liabilities relating to any fees or expenses of the Company's or Physician's Optometrists' counsel, accountants or other experts incident to the negotiation and preparation of any of the documents contemplated herein and consummation of the transactions contemplated thereby, and (iii) any and all liabilities relating to or arising from the provision of professional medical or optometric services (or failure to provide professional medical or optometric services) prior to the Closing Date.

Assumption of Obligations and Liabilities. At the Closing, Vision 21 shall assume and agree to pay or perform, promptly as they become due, only those obligations and liabilities of the Company Partnership expressly set forth on Schedule 2.3 2.4 (the "Assumed Obligations") which shall exclude the Business Management Agreement). Except for the Assumed Obligations, Vision 21 shall not assume or be deemed to have assumed and shall not be responsible for any other obligation or liability of the CompanyPartnership, direct or indirect, known or unknown, absolute or contingent, including without limitation (i) any and all obligations regarding any foreign, Federal, state or local income, sales, use, franchise or other tax liabilities, (ii) any and all obligations or liabilities relating to any fees or expenses of the CompanyPartnership's or Physician's the Partners' counsel, accountants or other experts incident to the negotiation and preparation of any of the documents contemplated herein and consummation of the transactions contemplated thereby, and (iii) any and all liabilities relating to or arising from personal injuries relating to Optical Assets sold by the provision of professional medical or optometric services (or failure Partnership to provide professional medical or optometric services) the Partnership's customers prior to the Closing Date.

Assumption of Obligations and Liabilities. At the Closing, Vision 21 shall assume and agree to pay or perform, promptly as they become due, only those obligations and liabilities of the Company expressly set forth on Schedule 2.3 2.4 (the "Assumed Obligations") which shall exclude the Business Management Agreement). Except for the Assumed Obligations, Vision 21 shall not assume or be deemed to have assumed and shall not be responsible for any other obligation or liability of the Company, direct or indirect, known or unknown, absolute or contingent, including without limitation (i) any and all obligations regarding any foreign, Federal, state or local income, sales, use, franchise or other tax liabilities, (ii) any and all obligations or liabilities relating to any fees or expenses of the Company's or PhysicianShareholder's counsel, accountants or other experts incident to the negotiation and preparation of any of the documents contemplated herein and consummation of the transactions contemplated thereby, and (iii) any and all liabilities relating to or arising from personal injuries relating to Optical Assets sold by the provision of professional medical or optometric services (or failure Company to provide professional medical or optometric services) the Company's customers prior to the Closing Date.

Assumption of Obligations and Liabilities. At the Closing, Vision 21 shall assume and agree to pay or perform, promptly as they become due, only those obligations and liabilities of the Company expressly set forth on Schedule 2.3 2.4 (the "Assumed Obligations") which shall exclude the Business Management Agreement). Except for the Assumed Obligations, Vision 21 shall not assume or be deemed to have assumed and shall not be responsible for any other obligation or liability of the Company, direct or indirect, known or unknown, absolute or contingent, including without limitation (i) any and all obligations regarding any foreign, Federal, state or local income, sales, use, franchise or other tax liabilities, (ii) any and all obligations or liabilities relating to any fees or expenses of the Company's or Physician's Shareholders' counsel, accountants or other experts incident to the negotiation and preparation of any of the documents contemplated herein and consummation of the transactions contemplated thereby, and (iii) any and all liabilities relating to or arising from personal injuries relating to Optical Assets sold by the provision of professional medical or optometric services (or failure Company to provide professional medical or optometric services) the Company's customers prior to the Closing Date.

Assumption of Obligations and Liabilities. At the Closing, Vision 21 shall assume and agree to pay or perform, promptly as they become due, only those obligations and liabilities of the Company expressly set forth on Schedule 2.3 (the "Assumed Obligations") which shall exclude the Business Management Agreement. Except for the Assumed Obligations, Vision 21 shall not assume or be deemed to have assumed and shall not be responsible for any other obligation or liability of the Company, direct or indirect, known or unknown, absolute or contingent, including without limitation (i) any and all obligations regarding any foreign, Federal, state or local income, sales, use, franchise or other tax liabilities, (ii) any and all obligations or liabilities relating to any fees or expenses of the Company's or Physician's Physicians' counsel, accountants or other experts incident to the negotiation and preparation of any of the documents contemplated herein and consummation of the transactions contemplated thereby, and (iii) any and all liabilities relating to or arising from the provision of professional medical or optometric services (or failure to provide professional medical or optometric services) prior to the Closing Date.