Liabilities of Seller. All liabilities of Seller related to the Business or the Assets that are not Assumed Liabilities will be promptly paid by Seller as they come due.
Liabilities of Seller. As of the Closing Date, Purchaser shall assume and agree to pay, perform and otherwise discharge all obligations of Seller with respect to the following:
Liabilities of Seller. Buyer does not assume any liabilities of Seller, including liabilities which may arise after closing based upon occurrences prior to the Closing Date except as may otherwise be expressly specified herein.
Liabilities of Seller. Anything contained in this Agreement to the contrary notwithstanding, the Seller shall assign to Purchaser all debts, obligations, duties and liabilities of the Seller including any debts and leases not disclosed within this agreement that were the sole responsibility of the Seller and its stockholders. The Purchaser shall assume, agree to pay or pay any debts, obligations, duties or liabilities of any nature of the Seller or its business, including, but not limited, to any debts, obligations, duties or liabilities relating to the Seller's employees or employee benefit plans, regardless of whether any such debt, obligation, duties or liability arises under any contract, agreement, practice, arrangement, statute, law, ordinance, rule, regulation or otherwise, and nothing in this Agreement or otherwise is intended or shall be construed to the contrary. The parties further covenant, promise and agree that the Purchaser is not and shall not be obligated to employ any of the Seller's employees.
Liabilities of Seller. Buyer shall not, as a result of the execution and consummation of this Agreement, assume, discharge, or become liable for any of the liabilities, obligations, debts, contracts, or other commitments of Seller of any kind or nature whatsoever, known or unknown, fixed, accrued, contingent, or otherwise, arising out of any transaction entered into, or any state of facts existing prior to, at, or subsequent to the Closing Date. Seller shall pay and discharge, or make adequate provision for the payment and discharge, of all of its liabilities, obligations, debts, contracts, or other commitments prior to, at, and/or subsequent to the Closing Date.
Liabilities of Seller. Except as set forth in Schedule 4.4, Seller has no liabilities, debts, ------------ commitments or obligations relating to the Acquired Business (whether individually or in the aggregate), of any nature, accrued, absolute, contingent or otherwise, except:
Liabilities of Seller. Buyer(s) would not assume any liabilities or obligations of Seller(s). Seller(s) would remain liable for any (known or unknown) liabilities or obligations not expressly assumed by Buyer and which arose before the consummation of the final or definitive agreement, and shall pay and discharge all known liabilities and obligations prior to closing.
Liabilities of Seller. 4 Section 2.1
Liabilities of Seller. Except as set forth in this Section 1.6, Seller shall be and remain solely liable and responsible for all debts, obligations, duties, and liabilities of Seller and its business. Purchaser does not and shall not assume, agree to pay or pay any debts, obligations, duties or liabilities of any nature of Seller or its business, including, but not limited to, any debts, obligations, duties or liabilities relating to Seller's employees or employee benefit plans, regardless of whether any such debt, obligation, duties or liability arises under any contract, agreement, practice, arrangement, statute, law, ordinance, rule, regulation or otherwise, and nothing in this Agreement or otherwise is intended or shall be construed to the contrary. The parties further covenant, promise and agree that Purchaser is not and shall not be obligated or required to employ any of Seller's employees. Notwithstanding the foregoing, Purchaser agrees to assume from and after the Closing Date all of the rights and obligations of Seller attributable to the period from and after the Closing Date under the Franchise Agreements, the Real Property Leases and the contracts listed on the attached Exhibit 1.6 (collectively, the "Assumed Contracts"). This provision shall specifically survive the Closing of this transaction.
Liabilities of Seller. Purchaser has not and shall not assume any debts, liabilities and obligations of Seller and the Seller shall be and remain solely liable and responsible for all debts, obligations, duties, and liabilities of the Seller and shall indemnify and hold Purchaser harmless therefrom.
