Common use of Liabilities Not Assumed by the Buyer Clause in Contracts

Liabilities Not Assumed by the Buyer. Except for the Assumed Liabilities, the Seller and the Shareholders shall pay and discharge in due course all liabilities, debts and obligations relating to the Seller, 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 Seller, 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 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, the Shareholders or any Affiliate of the Seller 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 and (vi) all obligations, liabilities and expenses of the Seller, the Shareholders or any Affiliate of the Seller 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. Except for the Assumed LiabilitiesLiabilities and the Assumed Trade Payables, the Seller and the Shareholders shall pay and discharge in due course all liabilities, debts and obligations relating to the Seller, the Shareholders, the Transferred Assets or the BusinessSeller'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, the Shareholders, Seller or the Transferred Assets or the Business 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 any Personthe 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, the Shareholders or any Affiliate of the Seller 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 Date, and (vi) all obligations, liabilities and expenses of any Environmental Liability for which the Seller, the Shareholders or any Affiliate of the Seller or the Shareholders, including investment banking, legal and accounting fees and expenses, relating Buyer is entitled to the transactions contemplated herein 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. Except for the Assumed Liabilities, the Seller and the Shareholders shall pay and discharge in due course all of its liabilities, debts and obligations relating to the Seller, the Shareholders, the Transferred Assets or the Businessobligations, whether known or unknown, now existing or hereafter arising, contingent or liquidated, including, without limitation, liquidated (i) any Tax liabilities pertaining to any of the Seller, 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 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, the Shareholders or any Affiliate of the Seller 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 and (vi) all obligations, liabilities and expenses of the Seller, the Shareholders or any Affiliate of the Seller 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. Without limiting the generality of the foregoing, the Retained Liabilities shall include the following: any liability or obligation of the Seller arising out of or in connection with, or the negotiation and preparation of this Agreement and any other agreement, certificate, Schedule, Exhibit or writing delivered to the Buyer pursuant to this Agreement and the consummation and performance of the transactions contemplated hereby (including as provided in Article 12 hereof), whether or not such transactions are consummated, including but not limited to any income Tax liability of the Seller so arising and all liabilities and obligations for any fees, commissions or like payments for having acted or claiming to have acted, directly or indirectly, as a broker, finder or financial advisor for the Seller, DCCI or the Shareholders in connection the transactions contemplated hereby; all liabilities and obligations of Seller and the Business attributable to Seller’s violation, breach or default in respect of any Assumed Contract or Lease; any liability or obligation for any and all Taxes of, or pertaining or attributable to, the Seller or the Business for any period that ends prior to the Closing Date and for which such Taxes became due and owing prior to the Closing Date; all liabilities and obligations in respect of Employee Benefits and employees and former employees of the Seller and the Business except to the extent specifically assumed by the Buyer in respect of Transferred Employees as set out in Article 6 of this Agreement and all liabilities, costs and expenses (including attorneys’ fees) for all existing employment claims that have been filed by any employee or former employee of the Seller or the Business prior to the Closing Date relating to arbitrations, unfair labor practice charges, employment discrimination charges, wrongful termination claims, workers’ compensation claims, any employment-related tort claim or other claims or charges of or by employees of the Seller, or any thereof filed after the Closing Date, to the extent (and only to the extent) that the same result from the employment relationship between the Seller and the employee and conditions, actions or events or series of actions or events which occurred prior to the Closing Date; all liabilities and obligations of Seller and the Business under any and all Contracts and Other Agreements between the Seller or the Business (other than the Lease Agreements) and any one or more officers, directors, shareholders or members of Seller or any of its affiliates; and all product liabilities of Seller relating to products sold, distributed or manufactured by Seller prior to the Closing Date.

Liabilities Not Assumed by the Buyer. Except for the Assumed LiabilitiesTrade 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 SellerSellers, 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 SellerSellers, 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 Seller 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 SellerSellers, the Shareholders or any Affiliate of the Seller Sellers or the Shareholders, (iv) all Pre-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 and Date, (vi) all obligations, liabilities and expenses of obligations relating to the Sellerleasehold 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 Seller 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.