Liabilities Not Assumed. The Buyer shall not assume, and shall not be deemed to have assumed, any liabilities or obligations of the Seller of any kind or nature whatsoever, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect to:
(i) any liabilities or obligations of the Seller or the Group that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment that shall not be assigned, except as contemplated by Section 1.02 of this Agreement;
(ii) any liabilities or obligations of the Seller or the Group that arise under the terms of the ADSL Agreement or the Excluded Agreements set forth in item 4 of Schedule 1.01(e);
(iii) any liabilities or obligations of the Seller or the Group under any Plan (as defined in Section 3.01(s)), including (x) any obligation to adopt or to sponsor such Plan of the Seller except as the Buyer may, in its sole discretion, elect to adopt or to sponsor and (y) any deferred compensation benefits accrued as liabilities on the books of the Seller;
(iv) any obligation of the Seller or the Group arising out of any action, suit or proceeding based upon an event occurring or a claim arising (A) prior to or as of the Closing Date or (B) after the Closing Date in the case of claims in respect of products or services sold or provided by the Seller or the Group or the conduct of the Group Activity prior to the Closing Date and attributable to acts performed or omitted by the Seller or the Group prior to the Closing Date; and
(v) any and all liabilities or obligations for Taxes incurred by or imposed upon the Seller, or any predecessor company thereof, whether relating to periods, before, including or after the Closing Date, and any taxes arising from or with respect to the Assets or the operations of the Group Activity that are incurred or relate to any period prior to (or up to and including) the Closing Date, including, without limitation, any Taxes incurred by or imposed upon the Seller or the Group and arising out of the consummation of the transactions contemplated by this Agreement, as well as sales and use Taxes arising out of the transactions contemplated by this Agreement, whether such Taxes are imposed upon the Seller or the Buyer; provided, however, that sales and use Taxes resulting...
Liabilities Not Assumed. The Purchaser will not assume any liabilities of the Vendor. The Purchaser will not be responsible for any liability of the Vendor, past, present or future, relating to the Claims, and the Vendor will indemnify and save harmless the Purchaser from and against any such claim.
Liabilities Not Assumed. Purchaser shall not assume any Liabilities of Seller other than the Assumed Liabilities, nor shall it assume any of the following obligations or Liabilities (all obligations or Liabilities not assumed by Purchaser herein are collectively referred to herein as “Excluded Liabilities”), which in each case shall remain obligations and Liabilities of Seller:
(a) Any Liability arising out of or as a result of any legal or equitable Action or judicial or administrative proceeding initiated at any time to the extent arising out of facts occurring prior to the Closing;
(b) Any Liability of Seller or otherwise imposed on the Assets or with respect to the Business, in respect of any Tax, including (i) any Liability of Seller for the Taxes of any other Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by contract or otherwise, (ii) any Transfer Taxes or Property Taxes except, in each case, to the extent specifically allocated to Purchaser pursuant to Section 5.2, and (iii) any liability of Seller for Taxes arising in connection with the consummation of the Transaction or because Seller is transferring the Assets, excluding any Transfer Taxes allocated to Purchaser pursuant to Section 5.2;
(c) Any Liabilities required to have been performed or paid prior to the Closing, or related to or arising from any breach or default by Seller, whether on or before the Closing, of any Assumed Contracts, or related to or arising from any tort, infringement or violation of Laws by Seller, to the extent occurring or arising from facts occurring on or prior to the Closing;
(d) Any Liability of Seller incurred in connection with or under this Agreement (including with respect to any of Seller’s representations, warranties, agreements, or covenants hereunder) relating to the execution or performance of this Agreement and the transactions contemplated herein;
(e) Except as set forth in Sections 8.14 and 8.15, any fees or expenses incurred by Seller or its shareholders with respect to Seller’s or such Persons’ engagement of counsel, or any investment banker, appraiser or accounting firm engaged to perform services in connection with the Transaction;
(f) Any obligations of Seller for borrowed money;
(g) Any Liability of Seller not related to the Assets;
(h) Any Liability relating to the Excluded Assets;
(i) Any Liability or obligation of Seller or any of its Affiliates relating to any current or former ...
Liabilities Not Assumed. Notwithstanding the assumption of liabilities ----------------------- referred to in the foregoing Section 1.5, Buyer shall not assume or be deemed to have assumed any of the liabilities or obligations of Seller or any kind together (the "Unassumed Liabilities"), including, without limitation:
(a) any public or other liability claims with respect to the Business and affairs of Seller and the acts and omission of its officers, directors, employees, and agents before the Closing date;
(b) any obligation or liability of Seller to any of the Stockholders or any other officer or director of Seller;
(c) any obligation or liability for Federal, State, local or foreign income taxes;
(d) any obligation or liability arising out of or relating, directly or indirectly, to the operation of Seller's Business prior to the Closing Date, including any rebates, discounts, offsets or concessions attributable to amounts invoiced to Sellers clients prior to the Closing Date;
(e) any obligation or liability to Seller's employees for salary, wages or other compensation or benefits, including any obligation or liability with respect to retirement plans, sick and holidays time and pay, including any liabilities of Seller contemplated by this Agreement;
(f) any liabilities of Seller with respect to any pension, retirement, savings, profit sharing or other benefit plans;
(g) any obligation or liability which is inconsistent with any representation or warranty of Seller or the Stockholders;
(h) any liability arising out of, and any expenses relating to, any claim, action, dispute, or litigation involving the operation of Seller's Business before the Closing Date;
(i) any liability of Seller for fines, penalties, or damages payable to any government or governmental agency or instrumentality involving the operation of Seller's Business before the Closing Date, including, but not limited to, any liability of Seller for fines, penalties, or damages payable to any government or governmental agency or instrumentality arising out of any violation of 8 USC 1101 et.seq. prior to the Closing Date;
(j) any obligation or liability of Seller or the Stockholders for the expenses incurred in preparing or negotiating this Agreement and consummating the transactions contemplated hereunder. Seller and Stockholders, jointly and severally, agree to discharge and indemnify, defend and hold harmless Buyer, BI, and their respective officers, directors, employees, agents, and stockholders from all Unassumed...
Liabilities Not Assumed a) In particular Aramex India will not be liable for any loss or damage to the shipment or a delay in picking up or delivering the shipment if it is; • Due to acts of God Force Majeure Occurrence of any cause reasonably beyond the control of Aramex India or loss or damage or caused through Strikes, riots, political and other disturbances such as fire, accident of the vehicle carrying the goods explosion beyond our control for the goods that are carried by us. • Caused by the act, fault or commission of the Shipper, the consignee or any other party claiming an interest in the shipment (including violation of any terms or conditions thereby or any other person) • Carrier such as airlines not adhering to schedule whatsoever. • The nature of the shipment or any defects characteristics inherent thereof. • Electrical or magnetic injury erasure of other such damage to photographic images or recording in any form
b) The Client indemnifies Aramex India against loss, damages, penalties, actions, proceedings etc. that may be instituted by any Government Official in discharge of their official duties such as Customs/Taxation/Octroi inspection etc.
c) Notwithstanding what is stated above with Aramex India will endeavor the best efforts to provide expeditious delivery in accordance with its regular delivery. Aramex India will not under any circumstances be liable for delay in pickup, transportation or delivery of any shipment regardless of cause of such delays.
Liabilities Not Assumed. Notwithstanding anything in this ------------------------ Agreement to the contrary, the Buyer will not assume or perform any liabilities or obligations not specifically contemplated by Section 1.3 hereof including, without limitation, any of the following obligations and liabilities:
(a) any liability or obligation of the Industries Group for Taxes based on or measured by any income or gain realized by the Industries Group upon the transfer of the Transferred Assets hereunder, or for Taxes applicable for all periods ending on or before the Closing Date;
(b) any liability or obligation of the Industries Group arising out of any "employee benefit plan," as such term is defined by the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), established or maintained by the Industries Group or to which the Industries Group contributes or any liability with respect to any other pension, benefit or profit sharing plan of the Industries Group or the termination of any such plan;
(c) other than as set forth in Section 5.2, any liability or obligation of the Industries Group for making payments of any kind (including as a result of the sale of Transferred Assets or as a result of the termination of employment by the Industries Group of employees or other labor claims) to employees of the Industries Group or in respect of payroll taxes for employees of the Industries Group, including without limitation any liabilities or obligations of the Industries Group arising under or with respect to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Worker Adjustment and Retaining Notification Act ("WARN") and the Occupational Safety and Health Act ("OSHA");
(d) any liability or obligation of the Industries Group with respect to any claims or actions arising under or relating to any Environmental Laws (as defined in Section 3.16), or related common law theories, including third party claims and any liability or obligation for any penalties, fines, expenses, costs, losses, claims or damages arising out of or resulting from any generation, storage, treatment, handling, disposal or release of Hazardous Materials (as defined in Section 3.16);
(e) any liability or obligation of the Industries Group with respect to the litigation described under item 2 of Schedule 3.13;
(f) any liability or obligation of the Seller arising under any of the letters (the "Indemnity Letters") provided by the Seller to certain of its customers whereby the Seller agr...
Liabilities Not Assumed. With the exception of the Assumed Liabilities, Buyer shall not by execution and performance of this Agreement or otherwise, assume or otherwise be responsible in any way for any liability or obligation of any nature, whether absolute, contingent, accrued, or known or unknown, of Seller or any Affiliate of Seller whether or not relating to the Business.
Liabilities Not Assumed. Except as expressly set forth in this ----------------------- Agreement, and without increasing the scope of the Assumed Liabilities by implication, the Buyer will not assume or perform any Liabilities not specifically contemplated by (S) 2.3 to be Assumed Liabilities nor any of the following Liabilities (whether or not so contemplated by (S) 2.3):
(a) Any Liability relating to or arising out of products manufactured and sold or services rendered by the Seller prior to the Closing Date, and any liability to the extent it relates to or arises out of products manufactured by the Seller prior to the Closing Date and sold by the Buyer after the Closing Date which were not in conformity with the Seller's written specifications therefor;
(b) Any Liability of the Seller for making payments or providing benefits of any kind to its employees or former employees, including, without limitation, (i) as a result of the sale of the Acquired Assets or as a result of the termination by the Seller of any employees, (ii) any Liability arising out of, or relating to, WARN, (iii) any Liability to provide former employees so-called COBRA continuation coverage, (iv) any Liability in respect of medical and other benefits for existing and future retirees, and (v) any Liability in respect of work-related employee injuries or worker's compensation claims; and
(c) Any Liability in respect of the Seller for accounts payable, Taxes or other accrued liabilities, except for any liability in respect of transfer taxes pursuant to (S) 5.9.
Liabilities Not Assumed. Purchaser shall not assume or be responsible for any obligation or liability of a member of the Seller Group of any kind, known or unknown, contingent or otherwise, asserted or unasserted, except for the Assumed Liabilities.
Liabilities Not Assumed. Without in any way expanding the specificity and limitation of Section 2.1, Buyer shall not assume or be responsible for any of the following liabilities or obligations expressly identified in this Section 2.2 (the "Excluded Liabilities"):
