Common use of Liabilities and Obligations Not Assumed Clause in Contracts

Liabilities and Obligations Not Assumed. Other than as specifically set forth in Section 2.09 above, Apple assumes no obligation whatsoever of Seller or any Owner, under or in connection with any contract between Seller or any Owner and any third party or otherwise. Furthermore, except as specifically set forth in Section 2.09 above, Apple expressly disclaims the assumption of any liability of any type whatsoever of Seller or any Owner or in connection with any of Seller's or any Owner's assets or business operations, including without limitation (i) any and all Tax liabilities accruing on or before the Closing in connection with any Acquired Assets or otherwise, (ii) any and all liabilities arising from or under any Environmental Laws, (iii) any and all liabilities in connection with any claim by any Person claiming to have suffered any environmental damage or harm of any type, including any actual or alleged damage or harm to groundwater, surface water, well water, ground, soil, or the atmosphere, or otherwise relating to any Hazardous Substance, (iv) any and all employment or personnel-related liabilities whatsoever of Seller or any Owner, including, but not limited to, any liability under any employment contract, liability for wages or salary, liability for bonuses or commissions, liability for severance (including without limitation as a result of this transaction), Title I, Part 6 of ERISA liability, Occupational Safety and Health Act of 1972, as amended ("OSHA") liability, liability for disabled individuals, workers' compensation liability, ERISA plans, or ERISA plan obligations or liability, Federal Workers Adjustment and Retraining Notification Act liability, sick pay, vacation accruals, or similar matters, any profit sharing plan or any liability thereunder, any pension plan or liability thereunder, any welfare benefit plan or any liability thereunder, or liability for any claims alleging illegal discrimination of any type, (v) any indebtedness of Seller or any Owner, and (vi) any liability or obligation (contingent or otherwise) of Seller or any Owner arising out of any claim, litigation or proceeding threatened or pending on or before the IPO Pricing Date or out of any claim, litigation or proceeding threatened or initiated after the IPO Pricing Date to the extent based on or caused by any act or omission occurring, or condition or circumstances existing, prior to the IPO Pricing Date, or any condition caused by any act or omission occurring prior to the IPO Pricing Date, or any product sold or manufactured by the Seller or any Owner or any service provided by Seller or any Owner (including all product liability and warranty claims and product returns with respect thereto).

Liabilities and Obligations Not Assumed. Other than as specifically set forth in Section 2.09 above, Apple assumes no obligation whatsoever of Seller or any the Owner, under or in connection with any contract between Seller or any the Owner and any third party or otherwise. Furthermore, except as specifically set forth in Section 2.09 above, Apple expressly disclaims the assumption of any liability of any type whatsoever of Seller or any the Owner or in connection with any of Seller's or any the Owner's assets or business operations, including without limitation (i) any and all Tax liabilities accruing on or before the Closing in connection with any Acquired Assets or otherwise, (ii) any and all liabilities arising from or under any Environmental Laws, (iii) any and all liabilities in connection with any claim by any Person claiming to have suffered any environmental damage or harm of any type, including any actual or alleged damage or harm to groundwater, surface water, well water, ground, soil, or the atmosphere, or otherwise relating to any Hazardous Substance, (iv) any and all employment or personnel-related liabilities whatsoever of Seller or any the Owner, including, but not limited to, any liability under any employment contract, liability for wages or salary, liability for bonuses or commissions, liability for severance (including without limitation as a result of this transaction), Title I, Part 6 of ERISA liability, Occupational Safety and Health Act of 1972, as amended ("OSHA") liability, liability for disabled individuals, workers' compensation liability, ERISA plans, or ERISA plan obligations or liability, Federal Workers Adjustment and Retraining Notification Act liability, sick pay, vacation accruals, or similar matters, any profit sharing plan or any liability thereunder, any pension plan or any liability thereunder, any welfare benefit plan or any liability thereunder, or liability for any claims alleging illegal discrimination of any type, (v) any indebtedness of Seller or any Owner, the Owner and (vi) any liability or obligation (contingent or otherwise) of Seller or any the Owner arising out of any claim, litigation or proceeding threatened or pending on or before the IPO Pricing Date or out of any claim, litigation or proceeding threatened or initiated after the IPO Pricing Date to the extent based on or caused by any act or omission occurring, or condition or circumstances existing, prior to the IPO Pricing Date, or any condition caused by any act or omission occurring prior to the IPO Pricing Date, or any product sold or manufactured by the Seller or any Owner or any service provided by Seller or any the Owner (including all product liability and warranty claims and product returns with respect thereto).

Liabilities and Obligations Not Assumed. Other than as --------------------------------------- specifically set forth in Section 2.09 3.1 above, Apple Buyer assumes no obligation whatsoever of Seller or any Owner, under or in connection with any contract between Seller or any Owner and any third party or otherwise. Furthermore, except as specifically set forth in Section 2.09 3.1 above, Apple Buyer expressly disclaims the assumption of of, and does not assume, any liability of any type whatsoever of Seller or any Owner or in connection with any of Seller's or any Owner's assets or business operations, including without limitation (i) any and all Tax tax liabilities accruing on or before the Closing Date in connection with any Acquired Purchased Asset, the Excluded Assets or otherwise, and any and all tax liabilities accruing on or after the Closing Date in connection with the ownership, operation or disposition of any Excluded Assets, (ii) any and all liabilities arising from or under any environmental laws, including but not limited to federal environmental statutes (and associated rules and regulations) such as the Resource Conservation and Recovery Act (42 U.S.C. (S) 6901 et seq.) ("RCRA"), the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. (S) 9601 et seq.) ("CERCLA"), Superfund, Clean Air Act, Clean Water Act, Safe Drinking Water Act, Community Right to Know Act, or OSHA, or otherwise, or any similar state or local environmental laws, rules or regulations (collectively, the "Applicable Environmental Laws"), (iii) any and all liabilities in connection with any claim by any Person person, entity or agency claiming to have suffered any environmental damage or harm of any type, including any actual or alleged damage or harm to groundwater, surface water, well water, ground, soil, or the atmosphere, or otherwise relating to any Hazardous SubstanceSpecified Substance (as hereafter defined), (iv) any and all employment or personnel-related liabilities whatsoever of Seller or any Owner, including, but not limited to, arising out of any liability under any employment contract, liability for wages or salary, liability for bonuses or commissions, liability for severance (including without limitation as a result of this transaction), Title I, Part 6 of ERISA liability, Occupational Safety and Health Act of 1972, as amended ("OSHA") OSHA liability, liability for disabled individuals, workers' compensation liability, ERISA plans, or ERISA plan obligations or liability, Federal Workers Adjustment and Retraining Notification WARN Act liability, sick pay, vacation accruals, or similar matters, liability under any profit sharing plan or any plan, liability thereunder, under any pension plan or savings plan, liability thereunder, under any welfare benefit plan or any liability thereunderplan, or liability for any claims alleging illegal discrimination of any type, (v) any indebtedness account payable, indebtedness, letter of credit, guaranty, note or obligation of Seller or any Ownerother than the obligations assumed under Section 3.1., and (vi) any liability or obligation (contingent or otherwise) of Seller or any Owner arising out of any claim, litigation or proceeding threatened or pending on or before the IPO Pricing Closing Date or out of any claim, litigation or proceeding threatened or initiated after the IPO Pricing Closing Date to the extent based on or caused by any act or omission occurring, or condition or circumstances existing, prior to the IPO Pricing DateClosing Date with respect to the Purchased Assets (or prior to, on or after the Closing Date with respect to the Excluded Assets or any other business or operations of Seller or its predecessors), or any condition caused by any act or omission occurring prior to the IPO Pricing DateClosing Date with respect to the Purchased Assets (or prior to, on or after the Closing Date with respect to the Excluded Assets or any other business or operations of Seller or its predecessors), or any product sold or manufactured by the Seller or any Owner or any a service provided by Seller or any Owner (including all product liability and warranty claims and product returns with respect thereto), and (vii) any liability or obligation (contingent or otherwise) of Seller arising out of any claim, litigation or proceeding threatened or pending on or before the Closing Date or out of any claim, litigation or proceeding threatened or initiated after the Closing Date to the extent based on or caused by any act or omission occurring, or condition or circumstances existing, prior to the Closing Date with respect to the assets, business or operations of Seller or its predecessors.

Liabilities and Obligations Not Assumed. Other than as specifically set forth in Section 2.09 above, Apple assumes no obligation whatsoever of Seller or any Owner, under or in connection with any contract between Seller or any Owner and any third party or otherwise. Furthermore, except as specifically set forth in Section 2.09 above, Apple expressly disclaims the assumption of any liability of any type whatsoever of Seller or any Owner or in connection with any of Seller's or any Owner's assets or business operations, including without limitation (i) any and all Tax liabilities accruing on or before the Closing in connection with any Acquired Assets or otherwise, (ii) any and all liabilities arising from or under any Environmental Laws, (iii) any and all liabilities in connection with any claim by any Person claiming to have suffered any environmental damage or harm of any type, including any actual or alleged damage or harm to groundwater, surface water, well water, ground, soil, or the atmosphere, or otherwise relating to any Hazardous Substance, (iv) any and all employment or personnel-related liabilities whatsoever of Seller or any Owner, including, but not limited to, any liability under any employment contract, liability for wages or salary, liability for bonuses or commissions, liability for severance (including without limitation as a result of this transaction), Title I, Part 6 of ERISA liability, Occupational Safety and Health Act of 1972, as amended ("OSHA") liability, liability transaction),liability for disabled individuals, workers' compensation liability, ERISA plans, or ERISA plan obligations or liability, Federal Workers Adjustment and Retraining Notification Act liability, sick pay, vacation accruals, or similar matters, any profit sharing plan or any liability thereunder, any pension plan or liability thereunder, any welfare benefit plan or any liability thereunder, or liability for any claims alleging illegal discrimination of any type, (v) any indebtedness of Seller or any Owner, and (vi) any liability or obligation (contingent or otherwise) of Seller or any Owner arising out of any claim, litigation or proceeding threatened or pending on or before the IPO Pricing Date or out of any claim, litigation or proceeding threatened or initiated after the IPO Pricing Date to the extent based on or caused by any act or omission occurring, or condition or circumstances existing, prior to the IPO Pricing Date, or any condition caused by any act or omission occurring prior to the IPO Pricing Date, or any product sold or manufactured by the Seller or any Owner or any service provided by Seller or any Owner (including all product liability and warranty claims and product returns with respect thereto).