all federal, state, provincial, 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, goods and services, 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.
(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 Sellers liabilities and obligations (whether financial, payment, performance or otherwise) under the Assumed Contracts to which Seller is a party, 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 and Seller as set forth in Section 4.14.
Section 1.3 Effective Date; Time and Place of Closing.
(a) This Agreement shall be effective upon execution by Buyer and Seller and satisfaction of the following conditions: (i) Seller shall deliver a letter from Archetype, agreeing that its liens and security interests on the Purchased Assets are released as of the date hereof, in the form attached hereto as Exhibit B, and (ii) Seller and/or its Affiliates shall wire to the Payroll Provider (as hereinafter defined) a deposit in the amount of CAD$140,000, consisting of the amount of payroll, tax withholding, bonuses (as to which the applicable bonus period ends in or before December 2019), and other amounts estimated to be payable by Seller to Transferred Employees after December 31, 2019 in respect of work performed through December 31, 2019 (such amount not to include Assumed Benefits) (the Transferred Employee Payroll Deposit). The Transferred Employee Payroll Deposit shall be held for payment of obligations owed by Seller to the Transferred Employees that are to be paid after December 31, 2019. Any excess of the Transferred Employee Payroll Deposit over amounts paid to Transferred Employees for work performed prior to December 31, 2019, shall be paid (without setoff or recoupment by Buyer, except for setoff or recoupment of Unpaid Pre-Closing Lease Obligations), at the direction of Seller, to Archetype on