Excluded Assets Assumed Liabilities Sample Clauses
Excluded Assets Assumed Liabilities. After the Closing Date,
(i) within fifteen (15) Business Days of receipt, Buyer shall pay to Seller amounts received by Buyer from students or from lending institutions on behalf of students, in respect of accounts receivable excluded from the Purchased Assets pursuant to Section 1.3(c)(ii) and
(ii) within fifteen (15) Business Days of notice from Seller, Buyer shall pay to Seller amounts owed in respect of advertising pursuant to Section 1.4(a)(iv).
Excluded Assets Assumed Liabilities. Prior to the Closing, Seller shall cause (a) all Excluded Assets that reside in any Acquired Company to be transferred to Seller or a Subsidiary of Seller (other than any Acquired Company) and (b) the Excluded Liabilities to be discharged or assumed by Seller or Subsidiary of Seller (other than an Acquired Company), in each case without Liability to any Acquired Company or Purchaser. Seller covenants that, after giving effect to the foregoing, the Transferred Liabilities shall not include any Excluded Liabilities and the Acquired Companies shall not own or lease any Excluded Assets. Seller covenants that, with respect to the Manufacturing and Physical Distribution businesses purchased by Cinram International Inc., (i) neither Cinram International Inc., nor any of its Affiliates, shall have any Right to any Acquired Assets or any assets of an Acquired Company and (ii) no Person shall have a claim against Purchaser for any Liability to the extent relating to such Manufacturing and Physical Distribution businesses, in each case other than pursuant to the Included Cinram Contracts.
Excluded Assets Assumed Liabilities. Purchaser and Seller expressly understand and agree that:
(a) the assets and properties of the Company listed in the Company Disclosure Letter (the “Excluded Assets”) shall not be included in the Company immediately prior to the consummation of the Merger and have therefore been transferred to, and are owned by, the Seller or any of its Affiliates (other than the Company) prior to the Effective Time; and
(b) Seller or any of its Affiliates (other than the Company) will assume the obligations and liabilities expressly and specifically listed in the Company Disclosure Letter (it being understood that after the Effective ▇▇▇▇ ▇▇▇▇▇▇ and any such Affiliate(s) shall be solely responsible for such assumed obligations and liabilities).
Excluded Assets Assumed Liabilities