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"):
(a) any indebtedness (whether short-term or long-term) for borrowed money, together with all interest thereon, including but not limited to the Retired Debt;
(b) any Taxes for which Seller is liable (taking into account the provisions of SECTION 7.2(a) hereof);
(c) any prepayment penalties or other liabilities related to retiring or extinguishing any indebtedness of Seller including, without limitation, the Retired Debt;
(d) any liabilities arising out of or in connection with periods or activity prior to the Closing Date related to OSHA, EEOC, EPA or any other Governmental Authority, or any violation of law, and any unrecorded liabilities or contingencies that are not expressly identified on SCHEDULE 4.1(a);
(e) 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 any claim, litigation, or proceeding threatened or initiated after the Closing Date to the extent based on an act or omission of Seller or any current or former officer, director, employee, agent or representative of Seller, or the operation of the Business and/or Acquisition Assets occurring before the Closing Date, whether or not set forth on SCHEDULE 5.10;
(f) any claims or conditions arising under or relating to Environmental Laws or similar legal requirements attributable or relating to the Acquisition Assets (including, without limitation, the operation thereof) or the business of Seller, including any liability or obligation resulting from Environmental Laws with respect to the Business Property arising after the Closing Date resulting from, caused by or related to any act or omission of Seller or any current or former officer, director, employee, agent, representative, tenant or invitee of Seller which occurred prior to the Closing Date, or the continuation of practices or operations with respect to the Acquisition Assets or the Business Property, that were occurring or in effect on or prior to the Closing Date;
(g) any liability arising out...
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:
(a) any indebtedness (whether short-term or long-term) for borrowed money of Seller, and any liability or obligation of Seller under any contracts;
(b) any taxes for which Seller is liable, including, without limitation, any taxes owned or payable on or as a result of the original purchase of the Acquisition Assets by Seller, and any taxes incurred with respect to the Acquisition Assets since their acquisition by Seller;
(c) 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 any claim, litigation or proceeding threatened or initiated after the Closing Date, to the extent based on an act or omission of Seller occurring before the Closing Date.
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. Purchaser shall not assume or be liable for, and Seller shall retain, any and all of the following obligations or other Liabilities of Seller (the “Excluded Liabilities”): (i)all obligations and Liabilities to make all disbursements with respect to the Deposits to the extent attributable to any period ending prior to the Effective Time; (ii)all obligations and Liabilities to make disbursements with respect to the Suspected Fraud Deposits to the extent attributable to any period, whether or not such period ends prior to the Effective Time; (iii)all other obligations or Liabilities of Seller with respect to the Program, the Acquired Contracts or the Prepaid Cards to the extent attributable to any period ending prior to the Effective Time; (iv)the obligations and Liabilities of Seller under the Acquired Contracts to the extent attributable to any period ending prior to the Effective Time; and (v)all Liability for Taxes imposed with respect to the Program to the extent attributable to any period ending prior to the Effective Time.
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. Except for the Assumed Liabilities set forth on Schedule 3.1, Seller shall retain all of its other liabilities and obligations (“Excluded Liabilities”).
Liabilities Not Assumed by Purchaser. Except as otherwise provided at Sections 5(e) and 6(a), Purchaser is not assuming liability for any costs, expenses, judgments, fines, penalties, attorney's fees, or any other liability (including incidental or consequential damages) arising from any, action, suit, proceeding, or investigation, arising out of events relating to Company and occurring before the Closing Date, exceeding an aggregate total of US $250,000, and Seller agrees to release, indemnify and defend Purchaser and Company against any such liability in excess of US $250,000. Notwithstanding, Seller agrees to indemnify, release and defend Purchaser and Company against any costs, expenses, judgments, fines, penalties, attorney's fees or other liability arising from the Company's business outside of North America. Purchaser is not assuming the Agreement between Company and Robexx X. Xxxxx xxxed August 16, 1994. Seller shall indemnify and defend Purchaser against any claims relating to the Burnx' Xxreement. If Robexx Xxxxx xxxs not accept an offer of employment with Purchaser as detailed at Section 1(e) below, Purchaser will pay one-half of Mr. Xxxxx' xxrmination expense up to the value of the remainder of his current agreement with Company.
Liabilities Not Assumed by Purchaser. Except as othErwise provided in SECTION 4.2 hereof, Purchaser 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, Seller whatsoever, including without limitation, the following (collectively, the "EXCLUDED LIABILITIES"):
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:
(i) any liability or obligation of Seller (including the liability referred to in Section 6.1.26) or any Stockholder arising out of or in connection with the negotiation and preparation of the Agreement (including the Ancillary
Liabilities Not Assumed by Purchaser. Notwithstanding anything in this Agreement to the contrary, Purchaser will not assume or be deemed to have assumed, or in any way be liable or responsible for, any liabilities or obligations of Seller, except as specifically provided in Section 3.1(a). All liabilities or obligations of Seller other than Assumed Liabilities are hereinafter sometimes collectively referred to as the “Retained Liabilities”, which shall include payment of all Taxes due on the Accounts Receivable relating to electric power sold prior to the applicable Switch Date, the litigation identified in Schedule 6.6 and any claims identified in Schedule 6.7.
