Common use of Assumed Liabilities and Excluded Liabilities Clause in Contracts

Assumed Liabilities and Excluded Liabilities. At Closing, Buyer shall assume only those obligations of Sellers scheduled to be performed after Closing under the terms of any Acquired Contract or with respect to the Company Owned Store, but only to the extent that such Acquired Contract is set forth on Schedule 2.1(a), and excluding any obligation that arises out of, relates to, or results from, directly or indirectly, any breach, nonperformance, tort, infringement, or violation of applicable law at or before Closing (such assumed obligations, “Assumed Liabilities”). Except as specifically provided in this Agreement, Buyer will not assume any liabilities of any Seller, and each Seller will be solely liable for, and will pay, discharge and perform when due, all liabilities of such Seller that do not constitute Assumed Liabilities, whether or not such liabilities are reflected on such Seller’s books and records, including liabilities relating to the Excluded Assets (collectively, the “Excluded Liabilities”).

Assumed Liabilities and Excluded Liabilities. (a) At Closing, Buyer shall assume only those obligations of Sellers Seller scheduled to be performed after Closing under the terms of any Acquired Contract or with respect to the Company Owned StoreStores, but only to the extent that any such Acquired Contract is set forth on Schedule 2.1(a), and excluding any obligation that arises out of, relates to, or results from, directly or indirectly, any breach, nonperformance, tort, infringement, or violation of applicable law by Seller or any manager, member, employee, or other representative of Seller at or before Closing (such assumed obligations, obligations are referred to as the “Assumed Liabilities”). . (b) Except as specifically provided in this Agreement, Agreement (1) Buyer will not assume any liabilities of any Seller, including any liabilities relating to the Excluded Assets, and each (2) Seller will be solely liable for, and will pay, discharge and perform when due, all liabilities of such Seller that do not constitute Assumed Liabilities, including all liabilities relating to the Excluded Assets; whether or not such liabilities are reflected on such Seller’s books and records, including liabilities relating to the Excluded Assets records (collectively, the “Excluded Liabilities”).

Assumed Liabilities and Excluded Liabilities. At Closing, Buyer shall assume assume, only (i) obligations of the Sellers for advertising and marketing arising from advertising and marketing fees collected by Sellers from Sellers’ franchisees, up to a maximum aggregate amount equal to the Advertising Amount, and (ii) those obligations of Sellers scheduled to be performed after Closing under the terms of any Acquired Contract or with respect to the Company Owned StoreContract, but only to the extent that such Acquired Contract is set forth on Schedule 2.1(a), and excluding any obligation that arises out of, relates to, or results from, directly or indirectly, any breach, nonperformance, tort, infringement, or violation of applicable law at or before Closing (such assumed obligations, “Assumed Liabilities”). Except as specifically provided in this Agreement, Buyer will not assume any liabilities of any either Seller, and each Seller will be solely liable for, and will pay, discharge and perform when due, all liabilities of such Seller that do not constitute Assumed Liabilities, whether or not such liabilities are reflected on such either Seller’s books and records, including liabilities relating to the Excluded Assets (collectively, the “Excluded Liabilities”).