The $347,500 paid by the Purchaser for the Acquisition hereunder shall be used by the Company to pay all of the amounts set forth in Schedule 1  and Schedule 1(a) and the outstanding Indebtedness and/or liabilities set forth in Schedule 3.1(c) , along with compromising and settling the Indebtedness and/or liabilities list in Schedule 4.6 , after which and immediately following the Closing the Company shall have no outstanding Indebtedness and/or liabilities of any nature to any Person.