Liabilities Not Assumed by Buyer. Anything in this Agreement to the contrary notwithstanding, each of the Sellers and Parent shall be responsible for all of their respective Liabilities and obligations, which includes all Liabilities, related in any respect to the Business and/or the Purchased Assets and/or any of the Sellers, but excluding solely the Assumed Liabilities (collectively, the "Excluded Liabilities"), and Buyer shall not assume, or in any way be liable or responsible for, any of such Excluded Liabilities. Without limiting the generality of the foregoing, the Excluded Liabilities shall also include the following:
(i) any Liability or obligation of each of the Sellers or Parent arising out of or in connection with the negotiation and preparation of this Agreement and the consummation and performance of the transactions contemplated hereby, or any Tax Liabilities so arising;
(ii) any Liability or obligation of each of the Sellers that is specifically retained by the Sellers pursuant to this Agreement, including, without limitation, the Excluded Liabilities;
(iii) any Liability or obligation of each of the Sellers or Parent, or any consolidated group of which the Sellers are a member, for any foreign, federal, state, commonwealth, county or local taxes of any kind or nature, or any taxes levied by any other legitimate taxing authority, or any interest or penalties thereon, including, without limitation, any sales or use tax obligations applicable to the transfer of the Purchased Assets or the transfer of the Contracts and/or Leases as contemplated by this Agreement, it being hereby agreed by the parties hereto that such obligations shall be paid by the Sellers and Parent, on a joint and several basis;
(iv) any Liabilities with respect to any claims, suits, actions or causes of action arising out of the operation of the Business on or prior to the Closing Date; and
(v) any Liabilities with respect to each of the Sellers' Benefit Plans (defined herein) and/or Benefit Arrangements (defined herein) arising on or prior to the Closing Date.
Liabilities Not Assumed by Buyer. The parties expressly agree and acknowledge that Buyer shall not, by virtue of this Agreement, the consummation of the transactions contemplated herein or otherwise, assume any liabilities or obligations of Seller or any liabilities or obligations constituting a charge, lien, encumbrance or security interest upon the Drug Store Assets, regardless of whether such liabilities or obligations are absolute or contingent, liquidated or unliquidated or otherwise.
Liabilities Not Assumed by Buyer. Other than those liabilities specifically assumed in Sections 1.02(a) and 1.02(b) of this Agreement, Buyer does not and will not assume any liabilities of Seller, whether known or unknown, disclosed or undisclosed, contingent or otherwise, which have arisen or may arise or be established in connection with the conduct of business at the Branch Office on or prior to the Closing Date or which are otherwise related to Seller (the “Excluded Liabilities”).
Liabilities Not Assumed by Buyer. Buyer will not assume, or in any way be liable or responsible for, any liabilities or obligations of Seller whether known or unknown, whether now existing or hereafter accruing.
Liabilities Not Assumed by Buyer. Anything in this Agreement to the contrary notwithstanding, Buyer shall not assume, or in any way be liable or responsible for any liability or obligation of Seller or any other person relating to the Business which, is not listed on Schedule 2.5(a), including but not limited to all accounts and trade payables incurred prior to Closing and all amounts owed to Seller's Humatrope supplier. Such obligations and liabilities of Seller not being assumed by Buyer are referred to herein collectively, as "Excluded Obligations". Seller and the Stockholder shall take any and all action which may be necessary to prevent any person from having recourse against any of the Purchased Assets or against Buyer as transferee thereof with respect to any Excluded Obligations and shall indemnify Buyer and hold it harmless therefrom.
Liabilities Not Assumed by Buyer. Buyer shall not assume -------------------------------- any liabilities of Seller except those described in Section 1.3 hereof. In addition, Buyer shall not assume the Toyota-Lexus automobile lease referenced in Schedule 4.15. Specifically, Buyer is not assuming any disclosed or undisclosed liabilities of any nature not included as Assumed Liabilities relating to the Business or its operation prior to the Closing Date, including any payments due suppliers under any contracts or commitments not included as Assigned Contracts, taxes of any kind, salaries, bonuses or any other amounts due Seller's employees for the period prior to the Closing Date, pension or any other liability to any of Seller's employees for the period prior to the Closing Date, or liabilities resulting from any products sold by Seller prior to the Closing Date in excess of the Assumed Warranties. Seller shall promptly pay when due or otherwise discharge all liabilities relating to the Business and its operations prior to the Closing Date that are not Assumed Liabilities; provided that Seller shall be entitled to contest any liabilities in good faith so long as no lien or charge is imposed on the Purchased Assets or Buyer as a result thereof. To the extent that Seller shall require parts or other inventory after the Closing to satisfy its warranty obligations or liabilities, Buyer shall supply such parts or other inventory to Seller at Buyer's normal and customary prices and charges which shall be commercially reasonable.
Liabilities Not Assumed by Buyer. 8.1 It is expressly understood and agreed that Buyer shall not, by virtue of this Agreement, the consummation of the transactions contemplated herein or otherwise, assume any liabilities or obligations of the Seller or any liabilities or obligations constituting a charge, lien, encumbrance or security interest upon the Drug Store assets to be transferred hereunder, regardless of whether such liabilities or obligations are absolute or contingent, liquidated or unliquidated or otherwise.
8.2 Seller hereby indemnifies the Buyer, its officers, directors, and controlling persons against any liability for any fee or commission payable to any broker, agent or finder retained by Seller with respect to any transaction contemplated by this agreement.
Liabilities Not Assumed by Buyer. Buyer shall not be deemed by anything contained in this Agreement to have assumed and Seller hereby agrees to indemnify Buyer and hold it harmless with respect to any liability of Seller except those specifically assumed by Buyer pursuant to Section 3.1.
Liabilities Not Assumed by Buyer. Except for the Assumed Liabilities set forth in Section 2.1, the Buyer is not assuming any debts, obligations or liabilities, Losses of the Seller whatsoever, whether known or unknown, actual or contingent, matured or unmatured, currently existing or arising in the future, including, without limitation, any and all taxes or Adverse Claims, that arise or relate to periods or from acts or omissions occurring prior to the Closing Date, including without limitation any liability relating to the Constructed BPL Network and any other liability arising out of the ownership or operation of the Constructed BPL Network before the Closing that is not an Assumed Liability, which shall remain the responsibility of the Seller (whether or not the Buyer is alleged to have liability as a successor to the Seller) (collectively, the “Excluded Liabilities”).
Liabilities Not Assumed by Buyer. Anything in this Agreement to the contrary notwithstanding, the Seller shall be responsible for all of its liabilities and obligations not hereby expressly assumed by the Buyer and the Buyer shall not assume, or in any way be liable or responsible for, any liabilities or obligations of the Seller, including, without limitation, (1) liabilities not relating to the Assets; and (2) tax liabilities, including, without limitation, income, excise, sales, use, gross receipts, franchise, employment, payroll or property relating to the Purchased Assets for any period ending on or before the Closing Date or arising out of the transactions contemplated by this Agreement.
