Except for the Assumed Liabilities. CACI and CASub are assuming no liabilities of GSI or any other person or entity in connection with this transaction. Without limiting the generality of the foregoing, GSI shall be solely responsible for payment of all amounts at any time owing by GSI with respect to the business, operations or property of GSI, both before and after the Closing, whether accrued or contingent, known or unknown, other than the Assumed Liabilities. CACI specifically assumes no liability for, and GSI specifically retains sole responsibility for, the following, regardless of when discovered or asserted:
1.3.1.1 Obligations under the Assigned Contracts arising as a result of any breach of any term or any default by GSI occurring before the Closing;
1.3.1.2 All medical, dental, life insurance, workmen's compensation and other pension and welfare benefit obligations under any Benefit Plan for all hourly and salaried employees of GSI who terminated employment or retired before the Closing and all such obligations for claims under any Benefit Plan that were incurred or (with respect to workmen's compensation) injuries that occurred before the Closing;
1.3.1.3 Any warranty or other claim relating to goods delivered or services performed by GSI before the Closing; and
1.3.1.4 Any claim relating to failure to comply before the Closing with any Environmental Permit or Environmental Law (as hereinafter defined) or relating to any Environmental Contamination (as hereinafter defined), or use, disposal or discharge of any Materials of Environmental Concern (as hereinafter defined) by GSI or its lessees, agents or representatives, occurring or in existence on or before the Closing.
Except for the Assumed Liabilities the Buyer shall not assume any other Liabilities of the Seller, whether due or to become due, absolute or contingent, direct or indirect (the "Liabilities Not Assumed"), including but not limited to the following:
(i) any liability or obligation arising from any third party product liability claim which claim is based upon an occurrence on or prior to the Closing Date;
(ii) any liability for Taxes arising from the operation of the Business arising on or prior to the Closing Date; and
(iii) any obligation or liability arising out of or relating to any employee grievance relating to periods on or prior to the Closing Date.
Except for the Assumed Liabilities. Buyer assumes no other Liabilities of any kind or description including, without limitation, any obligations under or pursuant to the Heritage Agreement.
Except for the Assumed Liabilities. Sellers agree, jointly and severally, to retain or assume full liability and responsibility for satisfaction of all of Sellers' debts or liabilities of any kind, whether known or unknown, fixed or contingent, including any and all liability for trade payables and other accounts payable, federal, state or local taxes, employment taxes, tort or contract claims, and employee compensation, benefits or claims.
Except for the Assumed Liabilities the Company is not assuming and is not responsible for any debts, obligations or liabilities of TeleHub or TTC, whether known or unknown, fixed or unfixed, xxxxxx or unchoate, liquidated or unliquidated, secured or unsecured, accrued or unaccrued, absolute, contingent or otherwise. Not in limitation of the generality of the foregoing, the Company is not assuming and is not responsible for the following:
(i) All litigation and claims, including, without limitation, those described in the Schedules to this Agreement, whether commenced before, on or after the Closing Date, based upon the acts or omissions of either TeleHub or TTC or any of their Affiliates or operation or conduct of the Business or products manufactured by either TeleHub or TTC or any of their Affiliates prior to the Closing Date;
(ii) Any liabilities for Taxes (as hereinafter defined); and
(iii) All liabilities arising out of, resulting from or relating to any violation of or liability arising under any statute, ordinance, regulation or other governmental requirement including, without limitation, any Environmental Laws including, without limitation, the use, generation, disposal, treatment, storage, transportation arrangement for disposal or treatment, Release or threatened Release of Hazardous Materials by TeleHub, TTC or any of their Affiliates or any predecessor of any of them.
Except for the Assumed Liabilities and except as otherwise set forth in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities of any kind or nature, whether known or unknown, whether asserted or unasserted, whether accrued or unaccrued, whether contingent or otherwise.
Except for the Assumed Liabilities and except as otherwise provided in this Agreement, Prometheus shall not assume or be liable for any Liabilities of Connetics whatsoever, including, without limitation, product liability, liability in tort (including unripened liabilities due to past actions or sales), indebtedness for money borrowed, tax liabilities, obligations to employees, and liabilities for trade promotions related to the Purchased Assets occurring prior to the Closing Date or to acts or omissions occurring prior to the Closing Date.
Except for the Assumed Liabilities. Buyer is not assuming, and is not responsible for, any Liabilities of Seller, whether or not related to the Division ("Excluded Liabilities"), including without limitation, the following:
(i) any Liabilities with respect to the operation of the Business prior to the Closing for all Taxes (including, without limitation, all United States federal, state and local income, sales, real property, personal property and other Taxes, but excluding payroll Taxes), all levies, imposts and duties in the nature of Taxes and all deficiencies, assessments, charges and penalties associated therewith and any other Liabilities for Taxes for all periods prior to the Closing;
(ii) Liabilities relating to employee benefits or compensation arrangements arising before or as a result of the Closing, including, without limitation, any Liabilities under any of Seller's Plans (as defined in Article 5.15 hereof), including, without limitation, Liabilities relating to any severance payments or other benefits payable as a result of the transactions contemplated hereby, except as provided in Article IV;
(iii) Liabilities accruing prior to the Closing to the extent that Seller actually is reimbursed therefor under its insurance policies;
(iv) Seller's payables to Seller's affiliates which are not identified on Schedule 3.1(e)(iv) hereto;
(v) Liabilities under any bond, note, debenture, or similar instrument or any other indebtedness for borrowed money;
(vi) Any cash overdrafts;
(vii) Liabilities of Seller related to the Excluded Assets;
(viii) Liabilities of Seller under this Agreement or any Ancillary Agreement;
(ix) Liabilities of Seller arising out of or as a consequence of (A) injury or death of any person as a consequence of any event occurring prior to the Closing, (B) damage to the property of any third party as a consequence of any event occurring prior to the Closing, and (C) workers' compensation claims relating to events or conditions which occurred or arose prior to the Interim Employment Period Termination Date (as defined);
(x) Liabilities arising from any claim, action, suit, investigation or proceeding (whether initiated prior to or after Closing) relating to or arising out of Seller's ownership of the Assets or Seller's conduct of the Business prior to the Closing, including without limitation, claims with respect to defective products or services, alleged improper sales practices, warranty claims, claims for any loss, damage or cost arising out of any property damage or...
Except for the Assumed Liabilities. Seller agrees to pay or discharge when due any and all liabilities of Seller.
Except for the Assumed Liabilities. Buyer shall not assume and shall not be liable for any of the debts, obligations, responsibilities (including, but not limited to, Sellers' responsibility for any warranty or product liability claims (including claims for injury to person or property) relating to the Business and arising from products sold or work performed on or prior to the Closing Date), undertakings or liabilities, whether matured or unmatured, fixed or contingent, secured or unsecured, accrued, absolute or other of Sellers and all such liabilities will remain the responsibility of the Sellers and shall be retained, paid, performed and discharged by the Seller and the Sale Order shall so provide. The Assumed Liabilities shall not include any of Sellers' accrued expenses or other indebtedness or liabilities incurred, related to, or arising as a result of operations conducted, actions taken or events occurring on or prior to the Closing Date, including specifically, but without limitation, (i) federal, state and local income tax liabilities, including, without limitation, all tax liabilities associated with deferred income items and all franchise, gross receipts, property, sales, use or value added taxes or any interest, additions to tax or penalties thereon; (ii) bank and other short-term debt; (iii) intercompany current liabilities; (iv) all environmental liabilities and claims arising out of conditions existing or actions taken or not taken prior to the Closing Date, (v) all litigations, arbitrations and other third party claims and proceedings, (vi) all employee benefit liabilities and obligations (including specifically, but without limitation, post-retirement medical benefits, severance pay, bonuses, incentive pay and deferred compensation, and accrued vacation and WARN Act liability to the extent arising or accruing prior to the Closing Date), and (vii) all unknown, contingent and other liabilities and obligations not specifically assumed by Buyer pursuant to Section 1.03 above (collectively the "Retained Liabilities").
