Common use of Liabilities Not Assumed by Buyer Clause in Contracts

Liabilities Not Assumed by Buyer. Buyer shall not assume or take title to the Assets subject to, or in any way be liable or responsible for, any liabilities or obligations of Seller (whether or not referred to in any Schedule or Exhibit hereto), except as specifically provided in Section 1.7. Without limiting the generality of the foregoing, Buyer shall not assume or take title to the Assets subject to, or in any way be liable or responsible for: (a) the liabilities and obligations of Seller described on Schedule 1.8; (b) any liabilities and obligations of Seller in respect of the claims or Proceedings described on Schedule 1.8; (c) any liabilities and obligations of Seller relating to the excluded assets described in Section 1.2; (d) any liability or obligation of Seller in respect of any express or implied representation, warranty, agreement, or guaranty made (or claimed to have been made) by Seller (other than the contractual obligations included in the Assumed Liabilities referred to in Section 1.7(d) above), or imposed (or asserted to be imposed) by operation of law, in respect of any products or equipment leased, produced, distributed, or sold by Seller in connection with the Business on or prior to the Closing Date; (e) any liability or obligation of Seller existing at or arising after the Closing Date under any leases, contracts, agreements, or Permits included in the Assets which results from the breach, default, or wrongful action or inaction of Seller prior to the close of business on the Closing Date; (f) any liability or obligation of Seller resulting from or relating to the employment relationship between Seller and any of Seller's present or former employees engaged in connection with the ownership or operation of the Assets or the termination of any such employment relationship, including without limitation severance pay and other similar benefits, if any, and any claims filed on or prior to the Closing Date or which may thereafter be filed by or on behalf of any such present or former employee relating to the employment or termination of employment of any such employee by Seller, including without limitation any claim for wrongful discharge, breach of contract, unfair labor practice, employment discrimination, unemployment compensation, or workers' compensation; (g) any liability or obligation of Seller in respect of any agreement, trust, plan, fund, or other arrangement under which benefits or employment is provided for any of Seller's present or former employees engaged in connection with the ownership or operation of the Assets; or (h) any income Tax liabilities or deficiencies, whether federal, state, or local, and any ad valorem property Taxes, in each such case to the extent applicable to periods ending on or prior to the Closing Date.

Liabilities Not Assumed by Buyer. Buyer shall not assume or take title to the Assets subject to, nor shall Triangle or Buyer in any way be liable or responsible for, any liabilities or obligations of Seller Sellers (whether or not referred to in any Schedule or Exhibit hereto), except as specifically provided in Section 1.71.4, it being expressly acknowledged that it is the intention of the parties hereto that all liabilities and obligations that Sellers have or may have in the future (whether accrued, absolute, contingent, unliquidated, or otherwise, whether or not known to Sellers, and whether due or to become due), other than the Liabilities, shall be and remain the liabilities and obligations of Sellers. Without limiting the generality of the foregoing, and except as specifically provided in Section 1.4, Buyer shall not assume or take title to the Assets subject to, or in any way be liable or responsible for: (a) the ( )any liabilities and or obligations of Seller described on Schedule 1.8; (b) any liabilities and obligations of Seller in respect of the claims Sellers whether or Proceedings described on Schedule 1.8; (c) any liabilities and obligations of Seller not relating to the excluded assets described in Section 1.2; Assets or the Business, and whether or not arising or asserted prior to the Closing, (da) any liability or obligation of Seller in respect Sellers under any mortgage, deed of any express or implied representationtrust, warranty, security agreement, or guaranty made (or claimed to have been made) by Seller (other than the contractual obligations included in the Assumed Liabilities referred to in Section 1.7(d) above)financing statement, or imposed (or asserted to be imposed) by operation of lawany note, in respect of any products or equipment leased, produced, distributedbond, or sold by Seller in connection with the Business on other instrument or prior to the Closing Date; obligation secured thereby, (eb) any liability or obligation of Seller Sellers existing at or arising after the Closing Date under any leases, contracts, agreements, or Permits included in the Assets which that results from the material breach, default, or wrongful action or inaction of Seller Sellers prior to the close of business on the Closing Date; , (fc) any liability or obligation of Seller Sellers resulting from or relating to the employment relationship between any Seller and any of Seller's present or former employees engaged in connection with the ownership or operation of the Assets or the Business or the termination of any such employment relationship, including without limitation severance pay and other similar benefits, if any, and any claims filed on or prior to the Closing Date or which that may thereafter be filed by or on behalf of any such present or former employee relating to the employment or termination of employment of any such employee by a Seller, including without limitation any claim for wrongful discharge, breach of contract, unfair labor practice, employment discrimination, unemployment compensation, or workers' compensation; , (gd) any liability or obligation of Seller Sellers in respect of any agreement, trust, plan, fund, or other arrangement under which benefits or employment is provided for any of Seller's present or former employees engaged in connection with the Sellers' ownership or operation of the Assets; Assets or the Business, and (he) any income Tax liabilities or deficiencies, whether federal, state, or local, and deficiencies for any ad valorem property Taxes, in each such case to the extent applicable to periods (or portions thereof) ending on or prior to the Closing Date.. For purposes of this Section 1.10, references to Sellers shall include predecessors in title. 10

Liabilities Not Assumed by Buyer. Notwithstanding anything to the contrary contained herein, except for the Assumed Liabilities, Buyer shall does not assume or take title to the Assets subject to, or and will in any way no event be liable for any acts or responsible for, any liabilities or obligations omissions of Seller (whether relating to the Business or otherwise) or Holdings, or any Liabilities of Seller, the Business or Holdings to any Person under any Contracts or otherwise and arising by operation of law or otherwise. Except for the Assumed Liabilities, the parties expressly understand and agree that Buyer is not referred assuming or agreeing to in pay or be responsible for any Schedule Liabilities of Seller or Exhibit hereto)Holdings, fixed or contingent, disclosed or undisclosed, of any nature whatsoever, including, without limitation, (i) any Liabilities which arise out of or result from any breach of contract, breach of warranty, negligence or other tort, or infringement on the rights of others by Seller or Holdings or any employee or agent of Seller or Holdings, (ii) any Liabilities of Seller or Holdings for Federal, state or local income or other taxes, governmental charges or assessments, (iii) any Liabilities which arise out of or result from any breach of any Federal, state or local law, statute, rule, regulation, order, ordinance or decree by Seller or Holdings or any employee or agent of Seller or Holdings, (iv) any sales taxes, including, without limitation, sales and other transfer taxes (including, without limitation, penalties and interest) attributable to, arising out of or resulting from the sale of the Assets or the Interest, which taxes shall be borne solely by the Seller or Holdings; (v) any regulatory orders and directives applicable to Seller except as specifically applicable to Seller's successors and assigns as may be provided in Section 1.7. Without limiting such regulatory orders and directives applicable to Seller; (vi) any Liabilities under any Excluded Contracts or relating to any Excluded Asset; (vii) any Liabilities for the generality payment of bonus, deferred compensation, pension, thrift, retirement, profit-sharing, disability, health, medical, hospital, insurance or other benefits to any employees of Seller or Holdings, including, but not limited to, any Liability to all or any employees for severance pay and other termination benefits, continuation coverage obligations arising under COBRA and the Code with respect to employees of Seller not hired by Buyer or under any Employee Benefit Plan; or (viii) any other Liability arising out of the foregoing, Buyer shall not assume ownership or take title to use of the Assets subject to, or in any way be liable or responsible for: (a) the liabilities and obligations of Seller described on Schedule 1.8; (b) any liabilities and obligations of Seller in respect operation of the claims or Proceedings described on Schedule 1.8; (c) any liabilities and obligations of Seller relating to the excluded assets described in Section 1.2; (d) any liability or obligation of Seller in respect of any express or implied representation, warranty, agreement, or guaranty made (or claimed to have been made) by Seller (other than the contractual obligations included in the Assumed Liabilities referred to in Section 1.7(d) above), or imposed (or asserted to be imposed) by operation of law, in respect of any products or equipment leased, produced, distributed, or sold by Seller in connection with the Business on or prior to the Closing Date; (e) any liability or obligation . All Liabilities of Seller existing at that are not assumed by Buyer under this Section 2.4 will be and remain solely Seller's responsibility, and all Liabilities of Holdings will be and remain solely Holdings' responsibility. Buyer is not adopting, sponsoring, maintaining or arising after the Closing Date under any leases, contracts, agreementsassuming, or Permits included in the Assets which results from the breachbecoming obligated to contribute to, default, or wrongful action or inaction of Seller prior to the close of business on the Closing Date; (f) any liability or obligation of Seller resulting from or relating to the employment relationship between Seller and any of Sellerthe Seller Group's present or former employees engaged in connection with the ownership or operation of the Assets or the termination of any such employment relationship, including without limitation severance pay and other similar benefits, if any, and any claims filed on or prior to the Closing Date or which may thereafter be filed by or on behalf of any such present or former employee relating to the employment or termination of employment of any such employee by Seller, including without limitation any claim for wrongful discharge, breach of contract, unfair labor practice, employment discrimination, unemployment compensation, or workers' compensation; (g) any liability or obligation of Seller in respect of any agreement, trust, plan, fund, or other arrangement under which benefits or employment is provided for any of Seller's present or former employees engaged in connection with the ownership or operation of the Assets; or (h) any income Tax liabilities or deficiencies, whether federal, state, or local, and any ad valorem property Taxes, in each such case to the extent applicable to periods ending on or prior to the Closing DateEmployee Benefit Plans.

Liabilities Not Assumed by Buyer. Buyer shall not assume or take title to the Assets subject to, nor shall Triangle or Buyer in any way be liable or responsible for, any liabilities or obligations of Seller Sellers (whether or not referred to in any Schedule or Exhibit hereto), except as specifically provided in Section 1.71.4, it being expressly acknowledged that it is the intention of the parties hereto that all liabilities and obligations that Sellers have or may have in the future (whether accrued, absolute, contingent, unliquidated, or otherwise, whether or not known to Sellers, and whether due or to become due), other than the Liabilities, shall be and remain the liabilities and obligations of Sellers. Without limiting the generality of the foregoing, and except as specifically provided in Section 1.4, Buyer shall not assume or take title to the Assets subject to, or in any way be liable or responsible for: (a) the any liabilities and or obligations of Seller described on Schedule 1.8; (b) any liabilities and obligations of Seller in respect of the claims Sellers whether or Proceedings described on Schedule 1.8; (c) any liabilities and obligations of Seller not relating to the excluded assets described in Section 1.2; Assets or the Business, and whether or not arising or asserted prior to the Closing, (db) any liability or obligation of Seller in respect Sellers under any mortgage, deed of any express or implied representationtrust, warranty, security agreement, or guaranty made (or claimed to have been made) by Seller (other than the contractual obligations included in the Assumed Liabilities referred to in Section 1.7(d) above)financing statement, or imposed (or asserted to be imposed) by operation of lawany note, in respect of any products or equipment leased, produced, distributedbond, or sold by Seller in connection with the Business on other instrument or prior to the Closing Date; obligation secured thereby, (ec) any liability or obligation of Seller Sellers existing at or arising after the Closing Date under any leases, contracts, agreements, or Permits included in the Assets which that results from the material breach, default, or wrongful action or inaction of Seller Sellers prior to the close of business on the Closing Date; , (fd) any liability or obligation of Seller Sellers resulting from or relating to the employment relationship between any Seller and any of Seller's present or former employees engaged in connection with the ownership or operation of the Assets or the Business or the termination of any such employment relationship, including without limitation severance pay and other similar benefits, if any, and any claims filed on or prior to the Closing Date or which that may thereafter be filed by or on behalf of any such present or former employee relating to the employment or termination of employment of any such employee by a Seller, including without limitation any claim for wrongful discharge, breach of contract, unfair labor practice, employment discrimination, unemployment compensation, or workers' compensation; , (ge) any liability or obligation of Seller Sellers in respect of any agreement, trust, plan, fund, or other arrangement under which benefits or employment is provided for any of Seller's present or former employees engaged in connection with the Sellers' ownership or operation of the Assets; Assets or the Business, and (hf) any income Tax liabilities or deficiencies, whether federal, state, or local, and deficiencies for any ad valorem property Taxes, in each such case to the extent applicable to periods (or portions thereof) ending on or prior to the Closing Date.. For purposes of this Section 1.10, references to Sellers shall include predecessors in title. 1.11

Liabilities Not Assumed by Buyer. Buyer shall not assume or take title to the Assets subject to, or in any way be liable or responsible for, any liabilities or obligations of Seller (whether or not referred to in any Schedule or Exhibit hereto), except as specifically provided in Section 1.7, it being expressly acknowledged that it is the intention of the parties hereto that all liabilities and obligations that Seller has or may have in the future (whether accrued, absolute, contingent, unliquidated, or otherwise, whether or not known to Seller, and whether due or to become due), other than the Assumed Liabilities, shall be and remain the liabilities and obligations of Seller. Without limiting the generality of the foregoing, Buyer shall not assume or take title to the Assets subject to, or in any way be liable or responsible for: (a) the liabilities and obligations of Seller described on Schedule 1.8; (b) any liabilities and obligations of Seller in respect of the claims or Proceedings described on Schedule 1.8; (c) any liabilities and obligations of Seller relating to the excluded assets described in Section 1.2; (d) any liability or obligation of Seller in respect of any express or implied representation, warranty, agreement, or guaranty made (or claimed to have been made) by Seller (other than the contractual obligations included in the Assumed Liabilities referred to in Section 1.7(d) above)Seller, or imposed (or asserted to be imposed) by operation of law, in respect of any products or equipment leased, produced, distributed, or sold by Seller in connection with the Business on or prior to the Closing Date; (e) any liability or obligation of Seller existing at or arising after the Closing Date under any leases, contracts, agreements, or Permits included in the Assets which results from the breach, default, or wrongful action or inaction of Seller prior to the close of business on the Closing Date; (f) any liability or obligation of Seller resulting from or relating to the employment relationship between Seller and any of Seller's present or former employees engaged in connection with the ownership or operation of the Assets or the termination of any such employment relationship, including without limitation severance pay and other similar benefits, if any, and any claims filed on or prior to the Closing Date or which may thereafter be filed by or on behalf of any such present or former employee relating to the employment or termination of employment of any such employee by Seller, including without limitation any claim for wrongful discharge, breach of contract, unfair labor practice, employment discrimination, unemployment compensation, or workers' compensation; (g) any liability or obligation of Seller in respect of any agreement, trust, plan, fund, or other arrangement under which benefits or employment is provided for any of Seller's present or former employees engaged in connection with the ownership or operation of the Assets; or (h) any income Tax liabilities or deficiencies, whether federal, state, or local, and any ad valorem property Taxes, in each such case to the extent applicable to periods ending on or prior to the Closing Date, except for ad valorem taxes for the period prior to the Closing Date included in the Assumed Liabilities. For purposes of this Section, references to Seller shall include its predecessors in title.

Liabilities Not Assumed by Buyer. Buyer shall not assume or take title to Except for the Assets subject to, or in any way be liable or responsible for, any liabilities or obligations of Seller (whether or not referred to in any Schedule or Exhibit hereto), except as specifically provided in Section 1.7. Without limiting the generality of the foregoingAssumed Liabilities, Buyer shall not assume or take title incur, and Seller shall remain liable to the Assets subject topay, or in any way be liable or responsible for: (a) the perform and discharge, all liabilities and obligations of Seller described on Schedule 1.8; (b) any including, without limitation, all liabilities and obligations of Seller (i) with respect to federal, state and local taxes of every kind and character including income, property, intangibles, ad valorem, franchise, sales or use taxes or employment or payroll taxes (including but not limited to FICA, withholding obligations, and unemployment insurance premiums) resulting from or in any way connected with the operation of Seller's business (including any state or local taxes resulting from or in any way connected with the transactions contemplated by this Agreement), (ii) arising out of or in any way connected with pending or threatened litigation resulting from or in any way connected with the operation of the Business prior to the Closing, whether or not disclosed to Buyer, including accrued fees, if any, of counsel in respect thereof, (iii) for violation by Seller of any statute, ordinance, regulation, order, judgment or decree, (iv) under any contract, lease or usufruct of Seller as to which Seller's rights, benefits and privileges are not transferred and assigned to Buyer at the Closing, pursuant to the terms of this Agreement, (v) under any contract or lease of Seller as to which Seller's rights, benefits and privileges are transferred and assigned to and assumed by Buyer at the Closing, which relate to periods prior to the Closing, (vi) arising out of or in respect of the claims or Proceedings described on Schedule 1.8; (c) any liabilities and obligations transaction of Seller accruing after the Closing, (vii) for costs incurred, whether or not then due, for utilities services rendered or furnished to Seller, including without limitation all water, gas and sewage treatment services prior to the Closing, (viii) owed to its stockholders or any affiliate of Seller or its stockholders, (ix) arising out of Seller's breach of this Agreement including any representation or warranty contained herein, (x) with respect to accrued or contingent benefits under any "employee welfare benefit plan" or "employee pension benefit plan", as such terms are defined in the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), maintained by Seller, (xi) arising from or relating to the excluded assets described in Section 1.2; (d) any liability claims by or obligation on behalf of present or former employees of Seller in respect of any express severance pay or implied representation, warranty, agreement, benefits or guaranty made (termination pay or claimed to have been made) by Seller (other than the contractual benefits and similar obligations included in the Assumed Liabilities referred to in Section 1.7(d) above), or imposed (or asserted to be imposed) by operation of law, in respect of any products or equipment leased, produced, distributed, or sold by Seller in connection with the Business on or prior to the Closing Date; (e) any liability or obligation of Seller existing at or arising after the Closing Date under any leases, contracts, agreements, or Permits included in the Assets which results from the breach, default, or wrongful action or inaction of Seller prior to the close of business on the Closing Date; (f) any liability or obligation of Seller resulting from or relating to the termination of such employees' employment relationship between with Seller and or Buyer's refusal to hire the same, or (xii) any of Seller's present or former employees engaged in connection with the ownership or operation of the Assets or the termination of any such employment relationship, including without limitation severance pay and other similar benefits, if any, and any claims filed on or prior to the Closing Date or which may thereafter be filed by or on behalf of any such present or former employee relating to the employment or termination of employment of any such employee by Seller, including without limitation any claim for wrongful discharge, breach of contract, unfair labor practice, employment discrimination, unemployment compensation, or workers' compensation; (g) any liability or obligation of Seller in respect of any agreement, trust, plan, fund, or other arrangement under which benefits or employment is provided for any of Seller's present or former employees engaged in connection with the ownership or operation of the Assets; or (h) any income Tax liabilities or deficiencies, whether federal, state, or local, and any ad valorem property Taxes, in each such case to the extent applicable to periods ending on or prior to the Closing Dateaccounts payable.