Liabilities Not Assumed by the Buyer. Except for the Assumed Liabilities, the Seller shall pay and discharge in the due course all of their liabilities, debts and obligations relating to the Transferred Assets, whether known or unknown, now existing or hereafter arising, contingent or liquidated, including any tax liabilities of Seller, including those pertaining to the Transferred Assets or the Business for periods prior to the Closing Date, any Debt Obligations and the liabilities and obligations set forth in clauses (a) through (d) below (collectively, the "Retained Liabilities"). Without limiting the generality of the foregoing, the Retained Liabilities shall include the following:
(a) any liability or obligation of the Seller arising out of or in connection with the negotiation and preparation of this Agreement and the consummation and performance of the transactions contemplated hereby, whether or not the transactions are consummated, including tax liability so arising.
(b) any liability or obligation for any and all Taxes of, or pertaining or attributable to, (i) the Seller or (ii) the Transferred Assets for any period or portion thereof that ends on or before the Closing Date;
(c) any liability (other than with respect to the Assumed Liabilities) to which any of the parties may become subject as a result of the fact that the transactions contemplated by this Agreement are being effected without compliance with the bulk sales provisions of the Uniform Commercial Code as in effect in any state or any similar statute as enacted in any jurisdiction; and
(d) all other liabilities and obligations arising prior to the Closing and related to the conduct or operation of the Transferred Assets or the Business on or prior to the Closing Date, including the Pre-Closing Obligations.
Liabilities Not Assumed by the Buyer. The Buyer shall not be deemed by anything contained in this Agreement to have assumed, and does not assume, and the Seller shall pay and discharge and indemnify the Buyer and hold the Buyer harmless for, any responsibility for any liabilities of the Company or obligations of the Company of any kind or description (other than those liabilities which accrue on or after the Closing Date as specifically set forth in the Agreement) including, without limitation:
(a) Any past due programming expenses of the Company;
(b) Any responsibility for any employee plan of the Company or any accrued or other liability for contribution or payments to be made in respect of service to employees of the Company during periods through the Closing Date under any employee pension benefit plan or any other employee benefits provided to the employees of the Company who are participants therein up to the Closing Date (the "Employee Plans"); and
(c) All accounts payable, claims, requirements, penalties, fines or costs, liabilities and obligations of the Company arising or accruing from the operation of the Station by the Company prior to the Closing ("Payables") and the salaries, wages, severance payments and other compensation and benefits payable to any of the Company's former or retired employees whose last day of employment with the Company is prior to the Closing Date, as well as accrued taxes, employment insurance premiums, damages resulting from employment practices and decisions and other amounts due with respect to said employees, except as specifically set forth in this Agreement or otherwise agreed to in writing by Buyer and Seller.
Liabilities Not Assumed by the Buyer. Except for the Assumed Trade Payables, the Third Party Debt, the Assumed Liabilities and the Assumed Entitlements, the Seller and the Shareholders shall pay and discharge in due course all liabilities, debts and obligations relating to the Sellers, the Shareholders, the Transferred Assets or the Business, whether known or unknown, now existing or hereafter arising, contingent or liquidated, including, without limitation, (i) any Tax liabilities pertaining to any of the Sellers, the Shareholders, the Transferred Assets or the Business for periods prior to and including the Closing Date, (ii) any Debt Obligations of any Person, (iii) all liabilities and obligations relating to any products manufactured, sold or distributed or services provided by or on behalf of the Sellers or with respect to any claims made pursuant to warranties to third Persons in connection with products manufactured, sold or distributed or services provided by or on behalf of the Sellers, the Shareholders or any Affiliate of the Sellers or the Shareholders, (iv) all Pre- Closing Obligations, (v) all liabilities and obligations of any Person arising prior to the Closing or related to the conduct or operation of the Transferred Assets or the Business on or prior to the Closing Date, (vi) all liabilities and obligations relating to the leasehold property, or any activities or operations conducted on the leasehold property, located at 5605 Grand Avenue, Neville Island, Pennsylvania, and (vii) all obligaxxxxx, xxxxxxxxxxx xxx xxxxxxxx xx xxx Xxxxxxx, the Shareholders or any Affiliate of the Sellers or the Shareholders, including investment banking, legal and accounting fees and expenses, relating to the transactions contemplated herein (collectively, the "Retained Liabilities"), and the Buyer shall not assume, or in any way be liable or responsible for, any of such Retained Liabilities.
Liabilities Not Assumed by the Buyer. The Seller shall pay and discharge in due course all liabilities, debts and obligations relating to the Seller and the Transferred Assets, whether known or unknown, now existing or hereafter arising, contingent or liquidated, including, without limitation, (i) any Tax liabilities pertaining to any of the Transferred Assets, the Seller or its business for periods prior to and including the Closing Date, (ii) any Debt Obligations, (iii) all liabilities and obligations relating to any products manufactured, sold or distributed or services provided by or on behalf of the Seller or with respect to any claims made by any Person in connection with products manufactured, sold or distributed or services provided by or on behalf of the Seller, (iv) all Pre-Closing Obligations and (v) all liabilities and obligations of any Person related to the conduct or operation of the Transferred Assets or the Seller's business on or prior to the Closing Date (collectively, the "Retained Liabilities"), and the Buyer shall not assume, or in any way be liable or responsible for, any of such Retained Liabilities.
Liabilities Not Assumed by the Buyer. Except for the Assumed Liabilities, LTI and Sub will pay and discharge in due course all liabilities, debts and obligations relating to LTI and Sub, the Transferred Assets or the Business, whether known or unknown, now existing or hereafter arising, contingent or liquidated, including, without limitation, (a) any Tax liabilities pertaining to any of LTI or Sub, the Transferred Assets or the Business for periods prior to and including the Closing Date, (b) all liabilities and obligations relating to any products manufactured, sold or distributed or services provided by or on behalf of LTI or Sub or with respect to any claims made pursuant to warranties to third Persons in connection with products manufactured, sold or distributed or services provided by or on behalf of LTI, (c) all Pre-Closing Obligations, (d) liabilities listed on Schedule 1.6 ("Excluded Liabilities") and (e) all liabilities and obligations of any Person arising prior to the Closing or related to the conduct or operation of the Transferred Assets or the Business on or prior to the Closing Date (collectively, the "Retained Liabilities"), and the Buyer will not assume, or in any way be liable or responsible for, any of such Retained Liabilities.
Liabilities Not Assumed by the Buyer. Except for the Assumed Liabilities, the Buyer shall not assume or otherwise be liable in respect of, or be deemed to have assumed or otherwise be liable in respect of, any Debt, claim, obligation or other liability of the Seller (collectively, "Retained Liabilities"). The Retained Liabilities shall include, but are not limited to, the following:
(i) all obligations or liabilities under the Retention Bonus Letters dated December 11, 1997 and December 19, 1997 sent to C.B. Hatch, David Westmorelanx, Xxxxx Xxilex, Xxxx Xxxxxx, Xxarxxxx Xxxxxxx axx Xxxxxx Xibxx, XXX;
(xx) xxx xxxigations of the Seller to Norman E. Gibbs, Jr.;
(xxx) xxx xxxxxxxx bearing Debt of the Seller and all accrued interest or prepayment fees thereon;
(iv) any incentive compensation liability of the Seller payable as a result of this transaction;
(v) all health insurance liability in excess of the Assumed Health Insurance Liability;
(vi) all retirement plan liability in excess of the Assumed Retirement Plan Liability;
(vii) any liability relating to worker's compensation claims associated with events occurring on or prior to the Closing Date; and
(viii) any liability relating to Checks in Transit; and
(ix) any liability relating to the Excluded Assets.
Liabilities Not Assumed by the Buyer. Except as provided in Section 3.1, BUYER shall not be deemed by anything contained in this Agreement to have assumed, and the SELLER shall pay and discharge and indemnify the BUYER and hold the BUYER harmless for any responsibility for any liabilities or obligations of any kind or description, including, without limitation:
A. Any past due expenses of SELLER;
B. Any responsibility for any employee plan of the SELLER or any accrued or other liability for contribution or payments to be made in respect of service to employees of SELLER during periods through the Closing Date under any employee pension benefit plan or any other employee benefits provided to the employees of the SELLER who are participants therein up to the Closing Date; and
C. All accounts payable, claims, requirements, penalties, fines or costs, liabilities and obligations of the SELLER with respect to the S.E. USA BUSINESS arising or accruing from the operation of the S.E. USA BUSINESS by the SELLER prior to the Closing ("Payables") and the salaries, wages, severance payments and other compensation and benefits payable to any of the SELLER'S current former or retired employees, as well as accrued taxes, employment insurance premiums, dainages resulting from employment practices and decisions and other amounts due with respect to said employees.
Liabilities Not Assumed by the Buyer. Except for the Assumed Liabilities and the Assumed Trade Payables, the Seller shall pay and discharge in due course all liabilities, debts and obligations relating to the Seller, the Transferred Assets or the Seller's business, whether known or unknown, now existing or hereafter arising, contingent or liquidated, including, without limitation, (i) any Tax liabilities pertaining to any of the Seller or the Transferred Assets for periods prior to and including the Closing Date, (ii) any Debt Obligations (except for the Debt Obligations set forth in Section 1.6 of the Disclosure Schedule, which Debt Obligations shall be repaid by Weatxxxxxxx xx the Closing Date), (iii) all liabilities and obligations relating to any products manufactured, sold or distributed or services provided by or on behalf of the Seller or with respect to any claims made pursuant to warranties to third Persons in connection with products manufactured, sold or distributed or services provided by or on behalf of the Seller, (iv) all Pre-Closing Obligations, (v) all liabilities and obligations of any Person arising prior to the Closing or related to the conduct or operation of the Transferred Assets on or prior to the Closing Date, and (vi) any Environmental Liability for which the Buyer is entitled to be indemnified under Article 8 hereof (collectively, the "Retained Liabilities"), and the Buyer shall not assume, or in any way be liable or responsible for, any of such Retained Liabilities.
Liabilities Not Assumed by the Buyer. The Buyer is not assuming any liabilities of the Seller or of HMS other than the Assumed Liabilities specifically set forth in Section 2.05 above. The Buyer shall not be deemed to have assumed any other liabilities or obligations of the Seller or HMS whatsoever including, without limitation, any of the following specified liabilities ("Excluded Liabilities"):
(i) any liabilities or obligations of the Seller that arise under the terms of a contract, agreement, license, lease, sales order, purchase order or other
(ii) any liabilities or obligations of the Seller under any Plan (as defined in Section 3.01(k) hereof);
(iii) any intercompany accounts payable of the Seller;
(iv) any obligation of the Seller or HMS under any employment or consulting agreements or arrangements with employees or independent contractors of the Seller, including, without limitation, any obligation to make bonus payments to any employees; and
(v) except as provided in Section 7.03 below, any liabilities or obligations of the Seller for federal, state, local and foreign income and franchise Taxes (as defined in Section 3.01(n) hereof).
Liabilities Not Assumed by the Buyer. Notwithstanding anything in this Agreement to the contrary, the Buyer shall not assume, or in any way be liable or responsible for, any liabilities or obligations of the Seller except as specifically provided in Section 2.1. Without limiting the generality of the foregoing, the Buyer shall not assume the following:
(i) any liability or obligation of the Seller arising out of or in connection with the negotiation and preparation of this Agreement and the consummation and performance of the transactions contemplated hereby, including, without limitation on the foregoing, any tax liability so arising; and
(ii) any liability or obligation of the Seller, or any consolidated group of which the Seller is a member, for any foreign, federal, state, county or local taxes, or any interest or penalties thereon, accrued for, applicable to or arising from any fiscal or calendar period ending on or prior to the Closing Date.
