Common use of Liabilities to be Assumed by Buyer Clause in Contracts

Liabilities to be Assumed by Buyer. Subject to the terms and conditions of this Agreement, at the Closing, Buyer shall assume and thereafter in due course pay and fully satisfy all liabilities, obligations and related expenses arising after the Closing pursuant to the terms of the Contracts, trade accounts payables related to the operation of the business prior to Closing in an amount not exceeding the amount accrued therefor on the Closing Statement, accrued compensation and accrued expenses recorded on Seller's books as of the Closing as set forth on Schedule 1.3(a) hereof which includes accrued compensation and accrued expenses. Except as otherwise specifically provided for in this Section 1.3, Buyer shall not assume, or in any way be liable or responsible for, any liabilities, obligations or debts of Seller of any type or nature, including, without limitation, any related unfunded pension liabilities, any medical, life, disability insurance liabilities, unfunded pension liabilities, any xxxxxxx compensation claims, any local, state, federal, payroll or other tax liabilities, liabilities relating to claims for damages based upon the breach by Seller of any federal, state or local environmental or occupational health and safety laws or regulations, liabilities related to products liability, tort claims or other litigation, any undisclosed liabilities, liabilities incurred for the costs and expenses of negotiating and consummating the transactions contemplated by this Agreement, liabilities incurred in connection with the termination of any of the Contracts to be transferred hereunder, any liabilities related to the classification of independent contractors, and tort claims asserted against Seller or claims against Seller for breach of contract which are based on acts or omissions of Seller occurring on, before or after the Closing.

Liabilities to be Assumed by Buyer. Subject to the terms and conditions of this Agreement, at the Closing, Buyer shall assume and thereafter in due course pay and fully satisfy all liabilities, obligations and related expenses arising after the Closing pursuant to the terms of the Contracts, trade accounts payables related to the operation of the business prior to Closing in an amount not exceeding the amount accrued therefor on the Closing Statementcompensation, accrued compensation expenses and current short term notes (including those payable to First Chicago NBD) payables accrued expenses and recorded on Seller's Sellers' books as of the Closing as set forth on Schedule 1.3(a1.1(e) hereof which includes accrued compensation and accrued expenseshereof. Except as otherwise specifically provided for in this Section 1.3, Buyer shall not assume, or in any way be liable or responsible for, any liabilities, obligations or debts of either Seller of any type or nature, including, without limitation, liabilities arising under all Contracts not identified on Schedule 1.1(e), any related unfunded pension liabilities, any medical, life, disability insurance liabilities, unfunded pension liabilities, any xxxxxxx compensation claims, any local, state, federal, payroll or other tax liabilities, liabilities relating to claims for damages based upon the breach by either Seller of any federal, state or local environmental or occupational health and safety laws or regulations, liabilities related to products liability, tort claims or other litigation, any undisclosed liabilities, liabilities incurred for the costs and expenses of negotiating and consummating the transactions contemplated by this Agreement, liabilities incurred in connection with the termination of any of the Contracts to be transferred hereunderhereunder for which consent of the other party thereto is required but not obtained, any liabilities related to the classification of independent contractors, and tort claims asserted against either Seller or claims against either Seller for breach of contract which are based on acts or omissions of either Seller occurring on, before or after the Closing.

Liabilities to be Assumed by Buyer. Subject to the terms and conditions of this Agreement, at the Closing, Buyer shall assume and thereafter in due course pay and fully satisfy all liabilities, obligations and related expenses arising after the Closing Effective Date pursuant to the terms of the Contracts, trade accounts payables related to Contracts and the operation of the business prior to Closing in an amount not exceeding the amount Leases as well as all accrued therefor on the Closing Statementcompensation, accrued compensation expenses and accrued expenses trade payables incurred in the ordinary course of business consistent with past practice and recorded on Seller's Sellers' books as of the Closing as set forth on Schedule 1.3(aEffective Date (the "Assumed Liabilities") hereof which includes accrued compensation and accrued expenses. Except as otherwise specifically provided for in this Section 1.3, Buyer shall not assume, or in any way be liable or responsible for, any liabilities, obligations or debts of Seller of any type or nature, including, without limitation, liabilities arising under any related unfunded pension liabilitiescontracts not identified on Schedule 1.1(e), any liabilities arising under any Employee Benefit Plan maintained by Seller or any ERISA Affiliate (as defined below) of Seller, any liabilities arising under any Employee Benefit Plan to which Seller or any ERISA Affiliate is or has been obligated to contribute, any medical, life, disability insurance liabilities, unfunded pension liabilities, any xxxxxxx compensation claims, any local, state, federal, payroll or other tax liabilities, liabilities relating to claims for damages based upon the breach by Seller of any federal, state or local environmental or occupational health and safety laws or regulations, liabilities related to products liability, tort claims or other litigation, any undisclosed liabilities, liabilities incurred for the costs and expenses of negotiating and consummating the transactions contemplated by this Agreement, liabilities incurred in connection with the termination of any of the Contracts to be transferred hereunderhereunder for which consent of the other party thereto is required but not obtained, any liabilities related to the classification of independent contractors, and tort claims asserted against Seller or claims against Seller for breach of contract which are based on acts or omissions of Seller occurring on, before or after the ClosingEffective Date. As used herein, "ERISA Affiliate" shall refer to any trade or business, whether or not incorporated, under common control with the Seller within the meaning of Section 414(b), (c), (m) or (o) of the Code.

Liabilities to be Assumed by Buyer. Subject to the terms and conditions of this Agreement, at the Closing, Buyer shall assume and thereafter in due course pay and fully satisfy all trade liabilities, obligations and related expenses arising after existing as of the date of the Closing pursuant to the terms of the Contracts, trade accounts payables related to the operation of the business prior to Closing in an amount not exceeding the amount accrued therefor on the Closing Statementunearned revenues, accrued compensation and accrued expenses customer deposits recorded on Seller's books as of the Closing as set forth on Schedule 1.3(a1.1(e) hereof which includes accrued compensation and accrued expenseshereof. Except as otherwise specifically provided for in this Section 1.3, Buyer shall not assume, or in any way be liable or responsible for, any liabilities, obligations or debts of Seller of any type or nature, including, without limitation, liabilities arising under all Contracts not identified on Schedule 1.1(e), any related unfunded pension liabilities, any medical, life, disability insurance liabilities, unfunded pension liabilities, any xxxxxxx compensation claims, any local, state, federal, payroll or other tax liabilitiesliabilities except as otherwise specifically provided herein, liabilities relating to claims for damages based upon the breach by Seller of any federal, state or local environmental or occupational health and safety laws or regulations, liabilities related to products liability, tort claims or other litigation, any undisclosed liabilities, liabilities incurred for the costs and expenses of negotiating and consummating the transactions contemplated by this Agreement, liabilities incurred in connection with the termination of any of the Contracts to be transferred hereunderhereunder for which consent of the other party thereto is required but not obtained, any liabilities related to the classification of independent contractors, and tort claims asserted against Seller or claims against Seller for breach of contract which are based on acts or omissions of Seller occurring on, before or after the Closing.

Liabilities to be Assumed by Buyer. Subject Upon the conveyance, transfer and assignment of the Purchased Assets to the terms and conditions of Buyer in accordance with this Agreement, at the Closing, Buyer shall assume assume, and shall thereafter in due course pay and fully satisfy or satisfy, as they become due, all non-delinquent liabilities, obligations obligations, or accruals first arising and related expenses arising after the Closing pursuant to the terms of the Contracts, trade accounts payables related relating to the operation of the Restaurants in the ordinary course of business prior to Closing in an amount not exceeding or the amount accrued therefor ownership of the Purchased Assets after 3:00 p.m. local time on the Closing Statement, accrued compensation Date (the "Assumed Liabilities") pursuant to the terms and accrued expenses recorded on Seller's books as provisions of the Closing as set forth on Schedule 1.3(a) hereof which includes accrued compensation Franchise Agreements, the Contracts and accrued expensesthe Lease Assignments/Subleases; provided that the Franchise Agreements and Contracts have been validly assigned to Buyer. Except as otherwise specifically provided for in this Section 1.3In addition, Buyer shall assume (a) Seller's liability arising after the Closing Date with respect to the capitalized leases described on Schedule 2.2 for the Tremonton, Utah Restaurant (Unit 6710) and Pavilions- Scottsdale, Arizona Restaurant (Unit 6348) (collectively, the "Capitalized Leases"), and (b) up to $8.6 million of the Seller's debt secured by the Restaurants to CNL American Properties Fund and/or its affiliates. (the "CNL Debt"). Buyer shall not assume, deemed by anything contained herein to have assumed: (a) any obligation or in any way be liable or responsible for, any liabilities, obligations or debts liability of Seller arising from any tort claims made by a third party arising from actions or failures to act by the Seller or otherwise relating to the Restaurant prior to the Closing; or (b) any obligation or liability of any type Seller relating to employees or natureindependent contractors accruing on or prior to the Closing Date, including, without limitationbut not limited to, accrued salaries, other compensation or benefits, severance payments, accrued vacations, pensions, retirement plans, distributions or bonuses accruing on or prior to 3:00 p.m. on the Closing Date; it being understood that, at or prior to the Closing, any related unfunded pension liabilities, employment agreements between Seller and any medical, life, disability insurance liabilities, unfunded pension liabilities, any xxxxxxx compensation claims, any local, state, federal, payroll or other tax liabilities, liabilities employees relating to claims for damages based upon the breach by Seller operation of any federal, state the Restaurants will be terminated on or local environmental or occupational health before the Closing Date and safety laws or regulations, liabilities related to products liability, tort claims or other litigation, any undisclosed liabilities, liabilities incurred for none of the costs and expenses of negotiating and consummating the transactions contemplated by this Agreement, liabilities incurred in connection with the termination of same will prevent any of the Contracts to be transferred hereunder, any liabilities related to the classification such employees from becoming employees of independent contractors, and tort claims asserted against Seller or claims against Seller for breach of contract which are based on acts or omissions of Seller occurring on, before or Buyer after the Closing; it being further understood that Seller shall fulfill any obligations relating to employees for accrued vacations within five days after the Closing Date.