Common use of No Other Liabilities or Obligations Assumed Clause in Contracts

No Other Liabilities or Obligations Assumed. Schedule 1.4 sets forth the liabilities of Seller to be assumed by Buyer as of the Closing (the "Assumed Liabilities"), which Assumed Liabilities Buyer hereby assumes. Except as specifically set forth in Schedule 1.4, Buyer expressly does not, and shall not, assume or be deemed to have assumed under this Agreement or by reason of any transaction contemplated hereunder or otherwise, any debts, liabilities (contingent or otherwise) or obligations of Seller of any nature whatsoever, whether the same are direct or indirect, fixed or contingent, or known or unknown, whether arising under an agreement or contract or otherwise. Notwithstanding any other provision of this Agreement, the Assumed Liabilities shall not include (a) any debts, liabilities (contingent or otherwise) or obligations of Seller with respect to those Assumed Liabilities referred to in this Section arising out of any contract, agreement, commitment or lease (i) required to be listed but not listed on Schedule 1.4 hereto regardless of any knowledge thereof on the part of Buyer or (ii) the benefits of which are not validly assigned to Buyer, or (b) any liabilities or obligations of Seller (whether direct or indirect, contingent or otherwise) arising (i) under or in connection with any Employee Benefit Plan (as hereinafter defined) or (ii) under Title IV or Section 302 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), Section 412 of the Internal Revenue Code of 1986, as amended (the "Code") or Section 4980B of the Code. Seller shall, and hereby covenants to Buyer that it will as of the Closing Date or when due, satisfy all of its liabilities or obligations that are not Assumed Liabilities.

No Other Liabilities or Obligations Assumed. Schedule 1.4 sets forth the liabilities of Seller to be assumed by The Buyer shall assume as of the Closing (a) all obligations of the Seller under the agreements, contracts, leases, licenses and other arrangements listed on PARAGRAPH 1.2(c) of the Disclosure Schedule that arise from or relate to periods after September 30, 2001 and (b) the liabilities set forth on PARAGRAPH 1.4 of the Disclosure Schedule (together, the "Assumed LiabilitiesASSUMED LIABILITIES"), which Assumed Liabilities Buyer hereby assumes. Except as specifically set forth in Schedule 1.4Other than the Assumed Liabilities, Buyer expressly does not, and shall not, assume or be deemed to have assumed under this Agreement or by reason of any transaction contemplated hereunder or otherwise, any debts, liabilities (contingent or otherwise) or obligations of Seller or the CSC Operations of any nature whatsoever, whether the same are direct or indirect, fixed or contingent, or known or unknown, whether arising under an agreement or contract or otherwise. Notwithstanding any other provision of this Agreement, the Assumed Liabilities shall not include (a) any debts, liabilities (contingent or otherwise) or obligations of Seller with respect to those Assumed Liabilities referred accounts payable and payment obligations incurred in the conduct of the CSC Operations through and including September 30, 2001. Buyer shall forever defend, indemnify and hold harmless Seller from and against any and all liabilities, obligations, claims, damages (including incidental and consequential damages), costs and expenses (including court costs and reasonable attorneys' fees) related to in this Section or arising out of any contract, agreement, commitment or lease (i) required from Buyer's failure to be listed but not listed on Schedule 1.4 hereto regardless of any knowledge thereof on fully perform and discharge the part of Buyer or (ii) the benefits of which are not validly assigned to Buyer, or (b) any liabilities or obligations responsibilities of Seller (whether direct or indirect, contingent or otherwise) arising (i) under or in connection with any Employee Benefit Plan (as hereinafter defined) or (ii) under Title IV or Section 302 of respect to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), Section 412 of the Internal Revenue Code of 1986, as amended (the "Code") or Section 4980B of the Code. Seller shall, and hereby covenants to Buyer that it will as of the Closing Date or when due, satisfy all of its liabilities or obligations that are not Assumed Liabilities. Buyer further agrees to pay and discharge all such liabilities and obligations as they become due.

No Other Liabilities or Obligations Assumed. Schedule 1.4 sets forth the liabilities of Seller to be assumed by Buyer as of upon the Closing (the "Assumed Liabilities"), which Assumed Liabilities Buyer hereby assumesassumes and agrees to pay when due. Except as specifically set forth in Schedule 1.4, Buyer expressly does not, and shall not, assume or be deemed to have assumed under this Agreement or by reason of any transaction contemplated hereunder or otherwise, any debts, liabilities (contingent or otherwise) or obligations of Seller or the Business of any nature whatsoever, whether the same are direct or indirect, fixed or contingent, or known or unknown, whether arising under an agreement or contract or otherwise. Notwithstanding any other provision of this Agreement, the Assumed Liabilities shall not include include: (a) any debts, liabilities (contingent or otherwise) or obligations of Seller with respect to those Assumed Liabilities referred to in this Section 1.4 arising out of any contract, agreement, commitment or lease (i) required to be listed but not listed on Schedule 1.4 hereto regardless of any knowledge thereof on the part of Buyer or (ii) the benefits of which are not validly assigned to Buyer, or ; (b) any liabilities or obligations of Seller (whether direct or indirect, contingent or otherwise) arising (i) under or in connection with any Employee Benefit Plan (as hereinafter defined) or (ii) under Title IV or Section 302 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), Section 412 of the Internal Revenue Code of 1986, as amended (the "Code") or Section 4980B of the Code. Seller shall; or (c) except as specifically set forth in Schedule 1.4, and hereby covenants to Buyer that it will as of the Closing Date or when due, satisfy all of its any liabilities or obligations that are not Assumed Liabilitiesof Seller with respect to accounts payable and payment obligations incurred in the conduct of the Business through and including the Closing Date.

No Other Liabilities or Obligations Assumed. Schedule 1.4 sets forth the liabilities Purchaser shall not and ------------------------------------------- does not hereby assume any liability or obligation of Seller to be assumed by Buyer as of the Closing (the "Assumed Liabilities")Seller, which Assumed Liabilities Buyer hereby assumes. Except known or unknown, contingent or otherwise, asserted or unasserted, other than as specifically set forth in Schedule 1.4Section 1.3. Subject to Section 1.3 hereof, Buyer expressly does not, and nothing contained herein shall not, cause Purchaser to assume or be deemed to have assumed under this Agreement or by reason of any transaction contemplated hereunder or otherwise, any debts, liabilities (contingent or otherwise) or obligations of Seller of any nature whatsoever, whether the same are direct or indirect, fixed or contingent, or known or unknown, whether arising under an agreement or contract or otherwise. Notwithstanding any other provision of this Agreement, the Assumed Liabilities shall not include (a) any debts, liabilities (contingent or otherwise) or obligations of Seller with respect to those Assumed Liabilities referred to in this Section arising out of any contractthe conduct of the Business prior to the Closing, agreement, commitment whether known or lease (i) required to be listed but not listed on Schedule 1.4 hereto regardless of any knowledge thereof unknown on the part Closing Date, except for the performance of Buyer or (ii) the benefits deferred advertising services for E-Serve in the amount of which are not validly assigned to Buyer, or $4,000; (b) any liabilities or obligations arising out of Seller any provision of any agreement, contract, commitment or lease of Seller, other than any liability or obligation under Business Leases, the Advertising Commitments, the Web-Design Commitments or the other Business Contracts to be performed after the Closing; (whether direct c) any federal, state or indirectlocal income or other tax (other than any sales or use tax payable with respect to the acquisition of assets contemplated herein, contingent or otherwise) arising for which Purchaser agrees to be responsible): (i) payable with respect to the business, assets, properties or operations of Seller, or (ii) incident to or arising as a consequence of the negotiation or consummation by Seller of this Agreement and the transactions contemplated hereby; (d) any liability or obligation under or in connection with any Employee Benefit Plan assets not included in the Purchased Assets; (e) any employment-related liability or obligation arising prior to or as hereinafter defined) or (ii) under Title IV or Section 302 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), Section 412 of the Internal Revenue Code of 1986, as amended (the "Code") or Section 4980B of the Code. Seller shall, and hereby covenants to Buyer that it will as a result of the Closing Date to any employees, agents or when dueindependent contractors of Seller, satisfy all or under any benefit arrangement with respect thereto; or (f) any liability or obligation of its liabilities Seller arising or obligations that are not Assumed Liabilitiesincurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and fees and expenses of counsel, accountants and other experts.

No Other Liabilities or Obligations Assumed. Schedule 1.4 sets forth the liabilities of Seller to be assumed by Buyer as of the Closing (the "Assumed Liabilities"), which Assumed Liabilities Buyer hereby assumes. Except as specifically set forth in Schedule 1.4, Buyer expressly does not, and shall not, assume or be deemed to have assumed under this Agreement or by reason of any transaction contemplated hereunder or otherwise, any debts, liabilities (contingent or otherwise) or obligations of Seller of any nature whatsoever, whether the same are direct or indirect, fixed or contingent, or known or unknown, whether arising under an agreement or contract or otherwise. Notwithstanding any other provision of this Agreement, the Assumed Liabilities shall not include (a) any debts, liabilities (contingent or otherwise) or obligations of Seller with respect to those Assumed Liabilities referred to in this Section arising out of any contract, agreement, commitment or lease (i) required to be listed but not listed on Schedule 1.4 hereto regardless of any knowledge thereof on the part of Buyer or (ii) the benefits of which are not validly assigned to Buyer, or (b) any liabilities or obligations of Seller (whether direct or indirect, contingent or otherwise) relating to Seller's employees or arising (i) under or in connection with any Employee Benefit Plan (as hereinafter defined) employee benefit plan or (ii) under Title IV or Section 302 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), Section 412 of the Internal Revenue Code of 1986, as amended (the "Code") or Section 4980B of the Code. Seller shall, and hereby covenants to Buyer that it will as of the Closing Date or when due, satisfy all of its liabilities or obligations that are not Assumed Liabilities.

No Other Liabilities or Obligations Assumed. Schedule 1.4 sets forth Purchaser shall not assume any Liability of Seller, other than the liabilities Assumed Liabilities. Without limiting the generality of the foregoing, nothing contained herein shall cause Purchaser to assume (a) any Liabilities arising out of the conduct of the Business prior to the Closing, whether known or unknown on the Closing Date, other than the Assumed Liabilities; (b) any Taxes: (i) payable with respect to the business, assets, properties or operations of Seller relating to be assumed the Business with respect to periods or portions thereof ending on or prior to the Closing Date or (ii) incident to or arising as a consequence of the negotiation or consummation by Buyer Seller of this Agreement and the Transactions; (c) any Liability arising prior to or as a result of the Closing to any employees, agents or independent contractors of Seller, or under any benefit arrangement with respect thereto; provided that Purchaser shall be liable for any such Liabilities resulting from Purchaser’s employment of Seller’s employees after the Closing Date; (d) any Liability arising prior to, as a result of or after the "Closing from any Seller Contract that is not an Assumed Contract; and (e) any Liability of Seller arising or incurred in connection with the negotiation, preparation and execution of this Agreement and the Transactions and fees and expenses of Seller’s counsel, accountants and other experts. Purchaser does assume and agree to discharge, when due, the Assumed Liabilities"), which Assumed Liabilities Buyer hereby assumes. Except as specifically set forth in Schedule 1.4, Buyer expressly does not, and shall not, assume or be deemed to have assumed under this Agreement or by reason of any transaction contemplated hereunder or otherwise, any debts, liabilities (contingent or otherwise) or obligations of Seller of any nature whatsoever, whether the same are direct or indirect, fixed or contingent, or known or unknown, whether arising under an agreement or contract or otherwise. Notwithstanding any other provision For purposes of this Agreement, “Assumed Liabilities” shall mean only the Assumed following Liabilities shall not include (a) any debts, liabilities (contingent or otherwise) or of Seller: the obligations of Seller with respect under the Assumed Contracts, but only to those Assumed Liabilities referred the extent such obligations (w) arise after the Closing Date; (x) do not arise from or relate to in this Section arising out any breach by Seller of any contract, agreement, commitment or lease (i) required to be listed but not listed on Schedule 1.4 hereto regardless provision of any knowledge thereof of such Assumed Contracts that, with notice or lapse of time, would constitute or result in a breach of any of such Assumed Contracts; (y) do not arise from any event, circumstance or condition occurring or existing on or prior to the part of Buyer or Closing Date; and (iiz) are ascertainable (in nature and amount) by reference to the benefits of which are not validly assigned to Buyer, or (b) any liabilities or obligations of Seller (whether direct or indirect, contingent or otherwise) arising (i) under or in connection with any Employee Benefit Plan (as hereinafter defined) or (ii) under Title IV or Section 302 express terms of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), Section 412 of the Internal Revenue Code of 1986, as amended (the "Code") or Section 4980B of the Code. Seller shall, and hereby covenants to Buyer that it will as of the Closing Date or when due, satisfy all of its liabilities or obligations that are not Assumed LiabilitiesContracts.