Membership Agreements. Subject to Section 1.15, Seller's obligation to honor and service the Membership Agreements, other than any refunds arising under any Governmental Authorization, Legal Requirement or Order solely as a result of the Closing, the payment of which shall be the sole responsibility of Seller and shall be paid by Seller directly.
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Samples: Asset Purchase Agreement (Sports Club Co Inc), Asset Purchase Agreement (Sports Club Co Inc)
Membership Agreements. Subject to Section 1.15, Seller's obligation to honor and service the Membership Agreements, including, without limitation, any obligation to pay a refund to any Member after the Closing Date; provided, however, that Seller hereby represents and warrants that, to Seller's Knowledge, it is not obligated to pay any Member refunds as of the Closing Date other than any refunds arising under any Governmental Authorization, Legal Requirement or Order solely as a result of the Closing, the payment of which shall be the sole responsibility of Seller and shall be paid by Seller directlythose set forth on SCHEDULE 1.3.1.
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Membership Agreements. Subject to Section 1.15, Seller's obligation to honor and service the Membership Agreements, other than any refunds arising under any Governmental Authorization, Legal Requirement or Order solely as a result of the before Closing, the payment of which shall be the sole responsibility of Seller and shall be paid by Seller directly.
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