Assumption of Liabilities by LLC
This Agreement is entered into this day by and between ___________________, LLC a limited liability company formed under the laws of ___________, hereinafter ("Seller") and ___________________, LLC a limited liability company formed under the laws of ___________, hereinafter ("Purchaser"). WHEREAS, the Seller and the Purchaser have this date entered into a Sale of Assets Agreement wherein the Seller has agreed to sell substantially all of its assets and business to the Purchaser and the Purchaser has agreed to assume all liabilities and obligations of the Seller that the Seller has reasonably disclosed to the Purchaser. NOW THEREFORE, IT IS AGREED AS FOLLOWS: 1. In connection with the sale, assignment and transfer of substantially all of the assets and business of the Seller to the Purchaser, the Purchaser hereby assumes and agrees to discharge all liabilities reflected on the balance sheet of the Seller, dated as of ______________, 200_, which still exist as of the date hereof, those liabilities incurred in the ordinary course of business after the date of such balance sheet and those liabilities specifically disclosed on attached Exhibit 1 hereto. 2. The Purchaser shall indemnify and hold the Seller harmless from and against any losses, claims, damages or liabilities including the Seller's reasonable attorneys' fees no matter the forum to which the Purchaser or the Seller may become subject, insofar as such losses, claims, damages or liabilities arise out of, are related to or are in any way connected with, the subject matter of this Agreement. 3. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not assume or be required to discharge any of the following: 3[A] Legal, accounting, brokerage, finder's fee, taxes or other expenses incurred by the Seller in connection with this Agreement or the transactions contemplated thereby; 3[B] Debts, liabilities or obligations of any nature due to any past or present shareholder of the Seller. 4. Nothing contained in this Agreement shall require the Purchaser to pay or discharge any debts or obligations expressly assumed hereby if the Purchaser shall in good faith contest or cause to be contested the amount or validity thereof. Dated this ____ day of ___________, 200_
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