Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not, at the Closing or at any time thereafter, assume or agree to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the following liabilities and obligations of Reliant:
(a) all liabilities and obligations required to be performed under the Assigned Contracts and Orders prior to the Closing Date;
(b) all liabilities and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant to the Nizatidine Supply Agreement Assignment;
(c) all Losses arising out of claims of third parties due to the use or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to the Closing Date;
(d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior to the Closing Date;
(e) subject to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or prior to the Closing Date; and
(f) any obligations of Reliant arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated hereby.
Excluded Liabilities. Except for the Assumed Liabilities, in no event shall Purchaser assume, agree to pay, satisfy or discharge or otherwise have any responsibility for any liabilities or obligations of Sellers, and Assumed Liabilities shall not include any liabilities or obligations in respect of the following: (i) for accrued salary, severance pay, paid time off, officers' incentive sales bonuses, any other bonuses and the like related to employee compensation for any period or portion of a period prior to the Closing Date; (ii) for Taxes (as hereinafter defined) of Sellers or any prior owner of the Business of any kind or for any period; (iii) any liability or obligation of Sellers whatsoever which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, including, without limitation, any distributions payable, debt or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, EEOC and employment practices claims); (iv) any liability or obligation of Sellers relating to or arising from Sellers' breach of, default under or failure to comply with, at any time prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the Closing Date, any Assumed Liability or Sellers' failure in a timely manner to pay or perform any other liability or obligation which accrued at any time prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (v) any liability or obligation of Sellers (whether or not such liability or obligation arises prior to or subsequent to the Closing Date) arising solely out of or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of the operation of the Business prior to the Closing Date, including, without limitation, any liability or obligation of Sellers relating to any investigation by any governmental agency of any of the Division's facilities or operations that is pending on the Closing Date; (vi) any liability or obligation of Sellers relating to the breach of any Law (including, without limitation,...
Excluded Liabilities. Notwithstanding anything in this Agreement to the contrary, Purchaser shall not assume, and shall be deemed not to have assumed, any Liabilities relating to the Business of Sellers or any Affiliate of Sellers except as expressly provided in Section 2.4 hereof or elsewhere in this Agreement, and Sellers and their Affiliates shall be solely and exclusively liable with respect to all such Liabilities, other than the Assumed Liabilities (collectively, the "Excluded Liabilities"), including without limitation, those Liabilities set forth below:
(a) all Liabilities in respect of any and all Products sold and/or services performed by Sellers before the Closing Date, including product liability claims;
(b) all Environmental Costs and Liabilities, to the extent arising out of or otherwise related to (i) the ownership or operation by Sellers of the Business on or prior to the Closing Date, (ii) the manufacture by Sellers' or their Subsidiaries at any time of the Products set forth in Exhibit E and (iii) the Excluded Assets or any other real property presently or formerly owned, operated, leased or otherwise used by Seller;
(c) except to the extent specifically provided in Article IX, all Liabilities arising out of, relating to or with respect to (i) the employment or performance of services, or termination of employment or services by Sellers or any of its Affiliates of any individual before the Closing Date, (ii) workers' compensation claims against Sellers or any of their Subsidiaries that relate to the period before the Closing Date, irrespective of whether such claims are made prior to or after the Closing or (iii) any employee benefit plan of Sellers or their Affiliates;
(d) all Liabilities arising out of, under or in connection with Contracts that are not Purchased Contracts and, with respect to Purchased Contracts, Liabilities in respect of a breach by or default of Sellers accruing under such Contracts with respect to any period prior to Closing and all Cure Amounts;
(e) all Liabilities arising out of, under or in connection with any Indebtedness of Sellers or any of their Subsidiaries;
(f) all Liabilities for (i) Sellers' portion of the Transfer Taxes pursuant to Section 12.1, (ii) Taxes of Sellers that are not Assumed Liabilities, (iii) Taxes that relate to the Purchased Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending before the Closing Date, including any Taxes allocated to Sellers pursuant to Section 12.2, and (iv) paym...
Excluded Liabilities. The parties acknowledge that the transactions contemplated by this Agreement involve a purchase and sale of assets, and that Buyer is not a legal successor of Seller and is assuming only the Assumed Liabilities and not any other Liabilities of the Seller or 4 any of its Affiliates of any nature whatsoever, whether known or unknown, absolute or contingent, and whether presently existing or hereafter arising. All such other liabilities and obligations shall be retained by and remain liabilities and obligations of the Seller and/or its Affiliates, as applicable (all such liabilities and obligations not expressly assumed by Buyer hereunder being herein referred to as the “Excluded Liabilities”). The Excluded Liabilities include:
(a) any Liabilities of the Seller for costs and expenses incurred (or to be incurred) for services performed by its legal, financial, accounting and investment banking advisors in connection with the transactions contemplated by this Agreement, including, without limitation, any broker’s fees of Seller’s broker;
(b) any Liabilities of the Seller relating to its performance under this Agreement and the Transaction Documents and the transactions contemplated hereby and thereby;
(c) any Liabilities of the Seller for Intercompany Accounts;
(d) any Liabilities of the Seller for asset retirement obligations related to railcars;
(e) except as expressly set forth in this Agreement, all Indebtedness, Contracts and Liabilities of any kind, character or description (whether known or unknown, accrued, absolute, contingent or otherwise) relating to or arising out of the ownership or operation of the Purchased Assets or the conduct of the Business prior to the Closing;
(f) all Liabilities of Seller or any of its Affiliates under the Assumed Contracts to the extent required to be paid or performed prior to Closing;
(g) all Liabilities arising out of or relating to or associated with the Excluded Assets;
(h) all Liabilities with respect to (i) Taxes of Seller (or any stockholder member, or Affiliate of Seller); (ii) Taxes relating to the Business, the Assets or the Assumed Liabilities for any Tax period (or portion thereof) ending on or before the Closing Date; (iii) Taxes that arise out of the consummation of the transactions contemplated hereby which constitute obligations of, and are payable by, the Seller, whether such Taxes arise by Law or as agreed to by the parties hereto under Section 8.4(a) or other provisions of this Agreement; or (iv) all T...
Excluded Liabilities. Buyer is assuming only the Assumed Liabilities from Seller and the Retained Subsidiaries and is not assuming any other Liability of Seller or any of the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, as applicable (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), including the following (which shall be Excluded Liabilities):
(a) all Liabilities to the extent arising out of or relating to the operation or conduct by Seller or any of its Subsidiaries of any Retained Business;
(b) all Liabilities to the extent arising out of or relating to any Excluded Asset;
(c) all Liabilities and commitments in respect of Taxes, other than those Liabilities and commitments for which Buyer is responsible pursuant to Section 8.02;
(d) all Liabilities and commitments relating to (i) current or former employees of Seller, any of the Purchased Subsidiaries or any of the Retained Subsidiaries other than, in each case, Business Employees, (ii) current or former Business Employees (A) that are expressly retained by Seller pursuant to Article 9 or Section 2.05(d) of the Disclosure Schedule or (B) for which a specific prepaid asset (e.g., an insurance policy), if any, is not sold, conveyed, transferred, assigned or delivered to Buyer, subject to the terms and conditions of the applicable Employee Plan or International Plan (in the case of a Liability or commitment relating to an Employee Plan or International Plan); (iii) Business Employees who, as of the Closing Date, are on a leave of absence resulting from a reduction in force or a “bridging” of age and/or service credit for purposes of an Employee Plan; (iv) compensation deferred by Business Employees prior to the Closing Date; (v) in respect of former Business Employees, the Seller Supplemental Pension Plan and (vi) stock option and other equity-based compensation plans of Seller;
(e) all Indebtedness (other than the Transferred Indebtedness) including all Liabilities arising out of or relating to any guarantee or consignment arrangements involving Seller and Engineered Materials Solutions, Inc., other than the Replacement Guarantee;
(f) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any oth...
Excluded Liabilities. Notwithstanding anything contained herein to the contrary, Buyer shall not assume, or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”):
(i) any liabilities or obligations relating to any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase;
(ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates;
(iii) any liabilities or obligations related to the Excluded Assets;
(iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates;
(v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract;
(vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller;
(vii) any Seller Transaction Expenses; and
(viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, inclu...
Excluded Liabilities. Notwithstanding anything in this Agreement to the contrary, Buyer (nor any of its Affiliates) shall not and does not assume, and shall be deemed not to have assumed and shall not be obligated to pay, perform, discharge or in any other manner be liable or responsible for any Liabilities of Sellers that are not Assumed Liabilities, whether existing on the Closing Date or arising thereafter, including Liabilities relating to or arising out of any of the following (collectively, the “Excluded Liabilities”):
(a) all costs and expenses incurred or to be incurred by Sellers in connection with this Agreement and the consummation of the Transactions;
(b) all Liabilities (i) related to any current or former employee (including the Employees), candidate for employment, officer, director, consultant, or contractor of any Seller or of any Subsidiary or Affiliate of any Seller or (ii) arising under, in connection with or in any way relating to any Benefit Plan and any other compensation or benefit plans, programs, arrangements, or agreements of any kind (including all assets, trusts, insurance policies and administration service contracts related thereto) at any time maintained, sponsored, contributed to or required to be contributed to by any of Sellers, any of their Subsidiaries or Affiliates, or any ERISA Affiliate or under or with respect to which any Seller or any Subsidiary or Affiliate of any Seller has or has had any Liability, including on account of an ERISA Affiliate or on account of Buyer or any of its Affiliates being deemed successor of the Business;
(c) except as provided under Section 2.2(d), all Liabilities arising out of, relating to or with respect to any and all Employees, and contractors of Sellers or any of their Subsidiaries or Affiliates arising at any time before Closing;
(d) all Liabilities for any and all Taxes of Sellers (including any Liability of Sellers for the Taxes of any other Person under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by Contract or otherwise) except for Taxes for which Buyer is liable pursuant to Section 2.2;
(e) all Liabilities to any broker, finder or agent or similar intermediary for any broker’s fee, finders’ fee or similar fee or commission relating to the transactions contemplated by this Agreement for which any Seller or its Subsidiaries or Affiliates are responsible; and
(f) all Liabilities related to the Acquired Assets or the Bus...
Excluded Liabilities. Notwithstanding Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall pay and satisfy in due course all Excluded Liabilities. Without limiting the generality of the foregoing, the Excluded Liabilities shall include the following:
(a) all trade accounts payable of Seller to third parties in connection with the Business that remain unpaid as of the Closing Date;
(b) any Liability of Seller arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers and others;
(c) any Liability for (i) Taxes of Seller (or any stockholder or Affiliate of Seller) or the Business, the Purchased Assets or the Assumed Liabilities for any Pre-Closing Tax Period; (ii) Taxes that arise out of the consummation of the transactions contemplated hereby; or (iii) other Taxes of Seller (or any stockholder or Affiliate of Seller) of any kind or description (including any Liability for Taxes of Seller (or any stockholder or Affiliate of Seller) that becomes a Liability of Buyer under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law);
(d) any Liabilities relating to or arising out of the Excluded Assets;
(e) any Liabilities in respect of any pending or threatened Action arising out of, relating to or otherwise in respect of the operation of the Business or the Purchased Assets to the extent such Action relates to such operation on or prior to the Closing Date;
(f) any product liability or similar claim for injury to a Person or property that arises out of or is based upon any express or implied representation, warranty, agreement or guaranty made by Seller, or by reason of the improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed by Seller prior to the Closing Date, irrespective of whether such claim or resulting Liability arose prior to, on or...
Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any Liabilities of the Company or any Affiliate of the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance of, and not in limitation of, the foregoing, and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any of the following (each of which shall also constitute Excluded Liabilities):
(i) any Liability under or with respect to Indebtedness of the Company or any third party or any agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto);
(ii) any Liability relating to any Excluded Asset;
(iii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by or in connection with any Law or Permit, and incurred in connection with (A) conditions existing, events or acts occurring or omissions of acts occurring on or prior to the Closing, or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business;
(iv) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising from any fact, transaction, status, event, circumstance, occurrence or situation, whether known or unknown, existing, arising or occurring on or prior to the Closing, or otherwise attributable to the pre-Closing operation of the Business;
(v) any Liability for any Taxes (A) of the Company or any Affiliate of the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessed;
(vi) any Liability that was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet;
(vii) any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to the service, engagement or employment, as applicable, of such Persons prior to the Closing (including such obligations that may arise in connection...
Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement:
(a) any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a);
(b) any liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received;
(c) the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c);
(d) any liability or obligation relating to or arising out of any of the Excluded Assets;
(e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees;
(f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05;
(g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date;
(h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer her...
