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 Stores, 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”). For avoidance of doubt, the obligation to pay $25,000 to Yogurtland Franchising, Inc. under that certain Settlement Agreement, dated December 12, 2013, among Yogurtland Franchising, Inc., Yogli Mogli, LLC, Yogli Mogli Venture, LLC, Yogli Mogli Enterprises, LLC, Yogli Mogli International, Inc., Yogli Mogli Franchise, LLC, Yogli Mogli Newnan, LLC and Roi S▇▇▇▇▇ (the “Yogurtland Settlement Agreement”), shall not be assumed by Buyer and shall not constitute an Assumed Liability. 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. 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 Stores, 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”). For avoidance of doubt, the obligation to pay $25,000 to Yogurtland Franchising, Inc. under that certain Settlement Agreement, dated December 12, 2013, among Yogurtland Franchising, Inc., Yogli Mogli, LLC, Yogli Mogli Venture, LLC, Yogli Mogli Enterprises, LLC, Yogli Mogli International, Inc., Yogli Mogli Franchise, LLC, Yogli Mogli Newnan, LLC and Roi S▇▇▇▇▇▇ (the “Yogurtland Settlement Agreement”), shall not be assumed by Buyer and shall not constitute an Assumed Liability. 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”).