Liabilities Not Assumed by Purchaser. Except as expressly provided in SECTION 4.1 hereof, Purchaser does not assume or agree to pay, perform or discharge, and shall not be responsible for, any other liabilities or obligations of Seller of any nature whatsoever, whether accrued, absolute, contingent or otherwise, including, without limitation, liabilities or obligations based on, arising out of or in connection with the following (collectively, the "EXCLUDED LIABILITIES"):
Liabilities Not Assumed by Purchaser. Purchaser does not assume or agree to pay, perform or discharge, and shall not be responsible for, any liabilities or obligations of Seller, whether accrued, absolute, contingent or otherwise (collectively, the "Excluded Liabilities"), including, without limitation, liabilities or obligations based on, arising out of or in connection with the following:
Liabilities Not Assumed by Purchaser. Except for the Assumed Liabilities, Purchaser will not assume any debt, liability or obligation of Seller of any character whatsoever (whether accrued, absolute, contingent, known or unknown, due or to become due, or otherwise), all of which are being retained by Seller.
Liabilities Not Assumed by Purchaser. Notwithstanding anything to the contrary contained herein, Purchaser shall not assume any duties, obligations or liabilities of Seller or Seller’s Affiliates’ of any kind, whether known, unknown, contingent or otherwise, not specifically identified herein or in the exhibits or schedules hereto, including without limitation, the following liabilities or obligations (the “Excluded Liabilities”):
Liabilities Not Assumed by Purchaser. (a) Except for the Assumed Liabilities, Purchaser, in connection with the purchase of the Assets, this Agreement or otherwise, shall not assume or in any manner be or become responsible for any obligations or liabilities of any nature, whether known or unknown, accrued, absolute, contingent or otherwise, and whether due or to become due (including without limitation any Environmental Liabilities and Costs (as hereinafter defined))(collectively "LIABILITIES") of Seller or any of its Affiliates, including Liabilities incurred in connection with, in any way arising out of, or related to, any of the Assets or the Business prior to the Closing, and Seller agrees that as between Seller and Purchaser, Seller will be solely responsible for the satisfaction and discharge of all such Liabilities, and will indemnify and hold harmless Purchaser against all such Liabilities as provided for in Section 9.2.
Liabilities Not Assumed by Purchaser. Except for the Assumed Liabilities, Purchasers shall not assume or be liable or responsible for, whether as a successor or otherwise, any obligation or liability of any Seller of any kind or nature whatsoever. Without limiting the foregoing sentence, Purchasers shall not assume or become obligated with respect to any pension or similar obligations related to the Business (other than those specified in Section 2.2(d)) or any Employee Liabilities.
Liabilities Not Assumed by Purchaser. Subject to SECTION 3.2 hereof, Purchaser is purchasing only the Foreclosure Assets from Comerica, and does not assume or agree to pay, perform or discharge, and shall not be responsible for, any commitments, contracts, agreements or obligations or claims against, or liabilities of, Xxxxxx or its Affiliates whatsoever relating to the Foreclosure Assets, the Business and/or the operations of the Business, including, without limitation, the following (collectively, the "EXCLUDED LIABILITIES"):
Liabilities Not Assumed by Purchaser. Anything in Section 1.07 to the contrary notwithstanding, there shall be excluded from the Assumed Liabilities and Purchaser shall not assume any of the following (the "Retained Liabilities"): --------------------
Liabilities Not Assumed by Purchaser. Except for the Assumed Liabilities, Purchaser shall not assume and shall not be liable for any other expense, obligation, responsibility or liability whatsoever (including any contingent liability) of Seller or Holdings, including without limitation any responsibility or liability (a) for federal, state or local income taxes for any period or for any other federal, state or local taxes of any nature, except as provided in Section 2.1 above, relating to Seller, Holdings, the Business or the Transferred Assets; or (b) with respect to any suit, proceeding, arbitration, claim or counterclaim or any actions or occurrences constituting the basis therefor, whether or not such suit, proceeding, arbitration, claim or counterclaim is first asserted before or after the Closing Date, except to the extent such suit, proceeding, arbitration, claim or counterclaim involves an Assumed Liability; or (c) for any legal fees, accounting fees or other costs incurred by Seller or Shareholders in connection with the transactions described in this Agreement, or (d) for any liabilities under Seller's or Holding's lease agreement for the Administration Facility; or (e) with respect to any product defect or liability claim for products that were manufactured and sold by Holdings or by Seller prior to the Closing; or (f) for any indebtedness owed by Seller to Holdings or to the Shareholders of Holdings; or (g) obligations of Seller or Holdings to employees and former employees of Seller or Holdings, including without limitation the obligations described in Schedule 4.14 hereto excluding, however, severance pay described in Schedule 4.14 hereto for Kim Xxxxx xxx Davix Xxxxxx.
Liabilities Not Assumed by Purchaser. (a) Anything in this Agreement to the contrary notwithstanding, Purchaser will not assume, cause to be assumed or be deemed to have assumed, or in any way be liable or responsible for, any liabilities or obligations of Seller or any Stockholder, except as specifically provided in Section 3.1(a). Without limiting the generality or effect of the foregoing, Purchaser will not assume the following:
