any Tax period (or portion thereof) ending on or before the Closing Date, all withholding Taxes that are imposed by any governmental authority in connection with the transactions contemplated by this Agreement, and all Taxes of the Assignor TBG Entities, any Affiliate of the Assignor TBG Entities, or Assignee, (viii) other than the Assumed Benefits, any liability related to the employment of any Transferred Employee (including any employee disputes or obligations with respect to compensation, and bonuses), (ix) any liability related to employees other than Transferred Employees, whether or not such employees are at any time hired by Buyer or franchisees of Buyer as new employees, (x) any liability of the Assignor TBG Entities or any Affiliate of the Assignor TBG Entities arising out of circumstances that exist or existed, or events that occurred, on or prior to the Closing Date under any applicable law relating to pollution or the protection of the environment, natural resources or, solely as it relates to exposure to hazardous or toxic substances or human health, (xi) any trade accounts payable or other accounts payable, (xii) all expenses of administration of the ABC, (xiii) any liability related to the violation of any law or regulation, including without limitation any law or regulation relating to employment conditions, wage and hour laws or benefits of any kind and (xiv) any liability related to non-compliance with any law or regulation relating to unclaimed property. Tax or Taxes means (a) any and all federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind or any charge of any kind in the nature of (or similar to) taxes whatsoever, including any interest, penalty, or addition thereto, whether disputed or not and (b) any liability for the payment of any amounts of the type described in clause (a) of this definition as a result of being a member of an affiliated, consolidated, combined or unitary group for any period, as a result of any tax sharing or tax allocation agreement, arrangement or understanding, or as a result of being liable for another persons taxes as a transferee or successor, by contractual obligation or otherwise. Notwithstanding anything in this paragraph, Assignee makes no representation or warranty that Buyer will not be held legally responsible by a court of competent jurisdiction for any of the Excluded Liabilities.
(4) Following the Closing, Buyer shall be solely responsible for the Assumed Liabilities.
Section 1.2 Consideration. As consideration for the Purchased Assets (in addition to the consideration set forth in the Second Settlement Agreement), Buyer or with respect to clause (c) below, a permitted Affiliate of Buyer, in each case to the extent permitted in such document, shall, at the Closing:
(a) cancel the Buyer Lease Payment Secured Debt (as defined below);
(b) assume the Assumed Liabilities, including performance of the Assignor TBG Entities and Assignees liabilities and obligations (whether financial, payment, performance or otherwise) under the Assumed Contracts to which the Assignor TBG Entities and Assignee are parties, provided that, Buyer does not assume liabilities under the Assumed Contracts with respect to landlords of the Transfer Portfolio Salons and Roll-Off Portfolio Salons in excess of the liabilities that Buyer had to such landlords prior to Closing;
(c) employ, subject to and effective as of the Closing or at such later time as such person accepts Buyers or Affiliate of Buyers offer of employment, the persons employed at the Salons as of the Closing Date and listed on Schedule 1.2(c) of the Disclosure Schedule attached hereto (the Transferred Employees), and be responsible for the Assumed Benefits and all obligations and liabilities relating to the Transferred Employees to the extent arising on or after their commencement of employment by Buyer; and
(d) provide the release to the TBG Entities, the Assignor TBG Entities and Assignee as set forth in Section 4.13.