Assumed Liabilities; Excluded Liabilities. (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Seller the Assumed Liabilities.
Assumed Liabilities; Excluded Liabilities. (a) Upon the terms and subject to the conditions of this Agreement and as part of the consideration for the Purchased Assets, at the Closing, Buyer shall assume and agree to pay, perform, discharge and satisfy, as and when due, only the following liabilities and obligations of the Seller (the “Assumed Liabilities”), and no other liabilities or obligations:
Assumed Liabilities; Excluded Liabilities. Except for the liabilities of Seller relating to the Business set forth on Schedule 3 (the “Assumed Liabilities”), which Purchaser agrees to assume, Purchaser does not assume, agree to perform or discharge, indemnify Seller against, or otherwise have any responsibility for Liabilities of Seller, whether fixed or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecured, and whether arising prior to, on or after the date hereof (collectively, the “Excluded Liabilities”). Without limiting the generality of the preceding sentence, the Excluded Liabilities include the following:
Assumed Liabilities; Excluded Liabilities. (a) As of the Closing Date, Purchaser agrees to assume, satisfy or perform when due those liabilities and obligations of the Company listed in Schedule 2.3 (the “Assumed Liabilities”).
Assumed Liabilities; Excluded Liabilities. (a) At the Closing, the Purchaser shall assume only the following Liabilities (the “Assumed Liabilities”):
Assumed Liabilities; Excluded Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume and pay, defend, discharge and perform, as and when due the Liabilities of Seller identified on Schedule 1.3 (collectively, the “Assumed Liabilities”). Except for the Assumed Liabilities, Purchaser will not assume, and Seller will pay, defend, discharge and perform, as and when due, and otherwise retain and remain solely responsible for, all Liabilities of the Company Parties that are not included in the Assumed Liabilities (collectively the “Excluded Liabilities”), including: (a) any Indebtedness of Seller and the NFP, (b) any Liability of any successor or Affiliate of Seller, (c) any Liability of any Person, directly or indirectly related to, accruing or arising out of, caused by or resulting from the operation or conduct of the Business or the ownership of the Purchased Assets first arising prior to the Closing, whether or not recorded on the books and records of any Person (excluding any trade or other accounts payable of Seller payable to third parties that remain outstanding as of the Closing and which are reflected in the Net Working Capital), (d) any Liability arising under or in any way related to the Employee Benefit Plans arising prior to the Closing, (e) without limiting the generality of any of the foregoing, any Liability in respect of Taxes of Seller, successors or Affiliates, or any Liability in respect of any Taxes arising from or relating to the Business or the Purchased Assets or ownership or operation thereof during any Pre-Closing Tax Period, (f) any Liability directly or indirectly related to, accruing or arising out of, caused by or resulting from the operation or ownership of the Excluded Assets, and (g) any Transaction Expenses incurred by Seller, the Equityholders or the NFP. Without limiting the generality of the foregoing, it is understood and agreed that unless a Liability is within the definition of Assumed Liabilities under this Section 1.3 or Schedule 1.3, neither Purchaser nor any of its Affiliates will assume, nor will any of them be liable for, such Liability.
Assumed Liabilities; Excluded Liabilities. (a) For the purposes of this Agreement, “
Assumed Liabilities; Excluded Liabilities. Effective as of the Closing Date, Buyer shall assume and perform (and indemnify and hold Sellers harmless against in accordance with Section 10.2): (a) all Liabilities arising out of or related to the ownership, use and operation of the Purchased Assets accruing after the Closing Date and all Liabilities for which Buyer is responsible pursuant to Section 4.5; (b) all Liabilities arising and accruing after the Closing Date to Buyer Employees as a result of such Buyer Employees’ employment with Buyer; (c) all Liabilities accruing after the Closing Date under Assigned Contracts; (d) all Prepaid Subscription and Advertising Liabilities; and (e) all Liabilities in respect of carrier deposits (collectively, the “Assumed Liabilities”). Buyer shall not assume or be obligated to pay, perform, discharge or in any way be responsible for any Liabilities other than the Assumed Liabilities, and specifically shall not assume or be obligated to perform or otherwise be responsible for any obligations or Liabilities under any contracts which are not Assigned Contracts any Liabilities with respect to any Owned Real Estate listed on the final version of Schedule 2.2(xi), Collective Bargaining Agreements, employment agreements, consulting or contractor agreements, any Liabilities under any pension plan (including without limitation any past, present or future withdrawal liability under any such plan and including any liability associated with the Retirement Plan for Non- Salaried Employees of Reading Eagle Co.) or other Employee Benefit Plan of the Sellers, any Liabilities for workers’ compensation, severance, termination, WARN, and/or retention, any Liabilities for vacation, sick leave, personal days, or other forms of paid time off, any Liabilities accruing, arising out of, or relating to any federal, state or local investigations of, or claims or actions against, any Seller or any Employee, agent, vendor or representative of any Seller arising out of actions prior to or on the Closing Date (other than rights of setoff or recoupment claims), any Liabilities incurred pursuant to the DIP Agreement, (collectively, the “Excluded Liabilities”). Employee Benefit Plans and any Liabilities relating thereto (including, but not limited to, withdrawal liability under any multiemployer plan, as defined under Sections 3(37) and 4001(a)(3) of ERISA, are Excluded Liabilities.
Assumed Liabilities; Excluded Liabilities. Pursuant to the Assumption Agreement, Purchaser shall agree to pay, perform and discharge the Assumed Liabilities in accordance with terms thereof as and when due or required. Seller shall pay, perform and discharge the Excluded Liabilities in accordance with the terms thereof as and when due or required.
Assumed Liabilities; Excluded Liabilities. In accordance with the terms and conditions set forth in this Agreement, at the Xxxxxxx Closing, Merger Sub II shall assume and shall agree to pay, defend, discharge and perform as and when due and performable only the obligations under the Franchise Agreements arising after the Xxxxxxx Closing (the “Assumed Liabilities”). Notwithstanding the foregoing sentence, Xxxxxxx shall retain, and shall be responsible for paying, performing and discharging when due, and neither Merger Sub II nor Parent or any Affiliate thereof shall assume or have any responsibility for, all Liabilities of Xxxxxxx as of the Xxxxxxx Closing other than the Assumed Liabilities (the “Excluded Liabilities”). For the avoidance of doubt, Excluded Liabilities shall include, without limitation, (i) any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise) associated with the wage and hour class action case titled Tiu & Xxxxxxxx v. The Princeton Review, Inc., including, but not limited to the amount to be paid by Xxxxxxx with respect to the Franchise Businesses in settlement of such case, and (ii) any Tax liabilities of Xxxxxxx, whether or not attributable to or resulting from the transactions contemplated by this Agreement.
